AsTable filedof with the Securities and Exchange Commission on July 21, 2017 Contents

~~Registration~~As ~~No.~~filed ~~[333- ]~~with the Securities and Exchange Commission on March 29, 2019

~~UNITED~~Registration ~~STATES~~No. 333-[ ]

~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION~~ STATES

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~S-1~~D.C. 20549

~~Registration Statement~~FORM ~~Under The Securities Act of 1933~~ S-1

~~Great-West~~Registration ~~Life &~~Statement ~~Annuity~~Under ~~Insurance~~The ~~Company~~Securities Act Of 1933

~~(Exact~~Great-West ~~Name~~Life of& ~~Registrant~~Annuity ~~as Specified in its Charter)~~ Insurance Company

Colorado		6311		84-0467907
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification Number)

Exact Name of Registrant as Specified in its Charter)

8515 East Orchard Road, Greenwood Village, Colorado 80111 (800) 537-2033

Colorado	6311	84-0467907
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)

(~~Address,~~8515 ~~Including~~East ~~Zip~~Orchard ~~Code~~Road, ~~and~~Greenwood ~~Telephone Number~~Village, Colorado ~~Including~~80111 ~~Area Code, of Registrant’s Principal Executive Offices~~(800) 537-2033

Robert L. Reynolds		Copy to:
President and Chief Executive Officer		Stephen E. Roth, Esq.
Great-West Life & Annuity Insurance Company		Eversheds Sutherland (US) LLP
8515 East Orchard Road		1275 Pennsylvania Avenue, N.W.
Greenwood Village, CO 80111		Washington, DC
(800) 537-2033		20004-2415
(Name, Address, Including Zip Code, and Telephone Number, Including AreaCode, of Agent for Service)

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

~~Approximate~~Robert ~~date~~L. ofReynolds ~~commencement~~President ofand ~~proposed~~Chief ~~sale~~Executive toOfficer ~~the~~Great-West ~~public~~Life & Annuity Insurance Company 8515 East Orchard Road Greenwood Village, CO 80111 (800) 537-2033 Copy to: ~~Continuously~~ onStephen ~~and~~E. ~~after~~Roth, ~~the effective~~Esq ~~date~~Eversheds ofSutherland ~~this~~(US) ~~Registration~~LLP ~~Statement~~700 Sixth Street, N.W. Washington, DC 20001-3980 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

IfApproximate ~~any~~date of ~~the~~commencement ~~securities~~of ~~being~~proposed ~~registered~~sale ~~on this Form are~~ to the bepublic: ~~offered~~Continuously on aand ~~delayed~~after ~~or continuous basis pursuant to Rule 415 under~~ the ~~Securities~~effective ~~Act~~date of ~~1933,~~this ~~check~~Registration ~~the following box~~Statement. ☒

If ~~this~~any ~~Form~~of isthe ~~filed to register additional~~ securities ~~for~~being anregistered ~~offering~~on ~~pursuant~~this Form are to ~~Rule~~be ~~462(b)~~offered ~~under~~on ~~the~~a ~~Securities~~delayed ~~Act,~~or ~~please~~continuous ~~check~~basis ~~the~~pursuant ~~following~~to ~~box~~Rule ~~and~~415 ~~list~~under the Securities Act ~~registration statement number~~ of ~~earlier~~1933, ~~effective~~check ~~registration statement for~~ the ~~same offering. ☐~~following box. x

If this Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, please check the following box and list the Securities Act registration statement number of ~~the~~ earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Indicate~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large accelerated filer, an accelerated filer, a non~~post-~~accelerated~~effective ~~filer,~~amendment afiled ~~smaller~~pursuant ~~reporting~~to ~~company,~~Rule or462(d) anunder ~~emerging~~the ~~growth~~Securities ~~company.~~Act, ~~See~~check the ~~definitions~~following ofbox ~~“large~~and ~~accelerated~~list ~~filer,”~~the ~~“accelerated~~Securities ~~filer,”~~Act ~~“smaller~~registration ~~reporting~~statement ~~company,”~~number ~~and~~of ~~“emerging~~the ~~growth~~earlier ~~company”~~effective inregistration ~~Rule~~statement ~~12b-2~~for of the ~~Exchange~~ ~~Act.~~same offering.

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check ☐mark ~~Accelerated~~whether ~~Filer~~the ☐registrant ~~Non-Accelerated~~is a ~~Filer~~large ☒accelerated ~~Smaller~~filer, ~~Reporting~~an ~~Company~~accelerated ☐filer, ~~(Do~~a ~~not~~non-accelerated ~~check~~filer, if a smaller reporting company), ~~Emerging~~or ~~Growth~~an ~~Company~~emerging ☐growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

IfLarge anAccelerated ~~emerging~~Filer ~~growth~~Accelerated ~~company,~~Filer ~~indicate~~Non-Accelerated byFiler ~~check~~X ~~mark~~Smaller ifReporting ~~the~~Company ~~registrant~~Emerging ~~has~~growth ~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐~~ company

~~CALCULATION~~If OFan ~~REGISTRATION~~emerging ~~FEE~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

Title of Each Class of Securities to be Registered

Amount tobeRegistered

ProposedMaximum OfferingPrice Per Unit*

ProposedMaximum AggregateOffering Price

Amount ofRegistrationFee

Interests in Single Premium Deferred Variable Annuity Contract

N/A

$ 5,000.00 *

$ 1

CALCULATION OF REGISTRATION FEE

* The proposed maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or units.

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit¹	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee²
Certificates issued pursuant to Guaranteed Income Annuity Contracts	0	N/A	0	0

~~The~~(1) ~~Registrant~~As ~~hereby~~discussed ~~amends~~below, ~~this~~pursuant ~~Registration~~to ~~Statement~~Rule on415(a)(6) ~~such date~~under orthe ~~dates~~Securities asAct, ~~may~~this beRegistration ~~necessary~~Statement tocarries ~~delay~~over ~~its~~$47,928,000.00 ~~effective~~of ~~date~~securities ~~until~~that ~~the~~were ~~Registrant~~previously ~~shall~~registered, ~~file~~with arespect ~~further~~to ~~amendment~~ which ~~specifically~~the ~~states~~registrant ~~that~~paid ~~this~~filing ~~Registration~~fees ~~Statement~~of ~~shall~~$2,790.00. ~~thereafter~~The ~~become~~filing ~~effective~~fee inpreviously ~~accordance~~paid with ~~Section 8(a)~~respect of to the ~~Securities~~securities ~~Act~~being ofcarried ~~1933~~forward orto ~~until~~ the Registration Statement ~~shall~~reduces ~~become~~the ~~effective~~amount onof ~~such~~fees ~~date~~currently asdue ~~the Commission, acting pursuant~~ to ~~said Section 8(a), may determine~~$0.

~~Great~~ Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered by this Registration Statement include unsold securities previously registered for sale pursuant to the registrant’s registration statement on Form S-~~West~~1 ~~Capital~~(File ~~Market~~No. ~~ProtectorTM~~333-209902), ~~Select~~initially –filed ~~Advisor~~by the registrant on March 3, 2016 (the “Prior Registration Statement”). The Prior Registration Statement registered securities with a maximum aggregate offering price of $49,424,000.00. Approximately $47,928,000.00 of such securities registered on the Prior Registration Statement remain unsold. The unsold securities (and associated filing fees paid) are being carried forward to this Registration Statement. Pursuant to Rule 415(a)(6), the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

~~Individual~~(2) ~~Single~~Previously ~~Premium Deferred~~ paid.

~~Index-Linked~~The ~~Annuity~~registrant hereby ~~Contract~~amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

IssuedTable by:of Contents

Great-West ~~Life &~~ ~~Annuity Insurance Company~~ SecureFoundation®

~~8515~~Group ~~East~~Fixed ~~Orchard~~Deferred ~~Road~~Annuity Certificate

~~Greenwood~~Issued ~~Village, CO 80111~~ by:

~~Tel. (800) 537~~Great-~~2033~~West Life & Annuity Insurance Company

~~[MONTH~~April 26, ~~DAY YEAR]~~ 2019

This prospectus describes the Great-West ~~Capital Market~~SecureFoundation® ~~ProtectorTM~~Group ~~Select~~Fixed ~~– Advisor Individual Single Premium~~ Deferred ~~Index-Linked~~ Annuity ~~Contract~~Certificate (the “~~Contract~~Certificate”) issued by Great-West Life & Annuity Insurance Company ~~that~~. The Certificate is ~~designed~~offered ~~for~~to individual retirement account (“IRA”) owners that purchase shares of one of the Great-West SecureFoundation® mutual funds offered by Great-West Funds, Inc., which currently consist of the Great-West SecureFoundation® Lifetime 2020 Fund, Great-West SecureFoundation® Lifetime 2025 Fund, Great-West SecureFoundation® Lifetime 2030 Fund, Great-West SecureFoundation® Lifetime 2035 Fund, Great-West SecureFoundation® Lifetime 2040 Fund, Great-West SecureFoundation® Lifetime 2045 Fund, Great-West SecureFoundation® Lifetime 2050 Fund, Great-West SecureFoundation® Lifetime 2055 Fund, Great-West SecureFoundation® Lifetime 2060 Fund (the “SecureFoundation Lifetime Funds”), and the Great-West SecureFoundation® Balanced Fund (each, a “Covered Fund” and together, the “Covered Funds”). The Certificate provides for guaranteed income for the life of a designated person based on the Certificate Owner’s investment in one or ~~other~~more of the Covered Funds, provided all conditions specified in the Certificate are met, regardless of how long ~~term~~the ~~investment~~designated ~~purposes~~person lives or the actual performance or value of the Covered Funds. The Certificate has no cash value and no surrender value. The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way.

~~The~~Prospective ~~Contract~~purchasers ~~offers~~may ~~index-linked~~apply ~~investment~~to ~~options~~purchase ~~(Strategies) that provide~~a ~~returns~~Certificate ~~(Strategy~~through ~~Credits)~~GWFS ~~based~~Equities, ~~on the performance of one or more broad based securities indices (Reference Indices)~~Inc. ~~The Strategy Credit is paid by Great-West Life & Annuity Insurance Company~~ (~~the~~ “~~Company”,~~GWFS ~~“we~~Equities” ~~or “us”~~), ~~and is subject to~~ the ~~Company’s~~principal ~~claims~~underwriter ~~paying~~for ~~ability. We calculate~~ the ~~Strategy~~Certificates ~~Credit~~or ~~based~~other onbroker-dealers ~~the~~that ~~changes~~have inentered ~~the~~into ~~value~~a ofselling ~~the~~agreement ~~index~~with ~~referenced~~GWFS ~~by the Strategy~~Equities. ~~Currently~~GWFS ~~the~~Equities ~~Strategies~~will ~~calculate~~use ~~Strategy~~its ~~Credits~~best ~~based~~efforts onto sell the ~~S&P~~ ~~500® Price Return Index (S&P 500 Index)~~Certificates, ~~MSCI~~but ~~EAFE~~is ~~Price~~not ~~Return~~required ~~Index~~to ~~(MSCI~~sell ~~EAFE~~any ~~Index),~~specific ~~Russell~~number ~~2000®~~or ~~Price~~dollar ~~Return~~amount ~~Index (Russell~~of ~~2000 Index), and NASDAQ-100® Price Return Index (NASDAQ Index)~~Certificates.

~~The~~This ~~Contract~~prospectus ~~also offers~~provides ~~several~~important ~~Strategy~~information ~~Credit calculation methods (Crediting Factors)~~ that ~~provide different potential for investment gains and protections against investment loses. All Crediting Factors are composed either of a Floor and Cap or a Buffer and Cap.~~ ~~The Cap establishes the maximum Strategy Credit that may be paid on the Strategy, and~~ a ~~Floor~~prospective orpurchaser ~~the Buffer establishes the level~~ of ~~protection from~~ a ~~negative~~Certificate ~~Strategy~~should ~~Credit~~know asbefore ~~a result of a decline in the value of the index referenced (“Reference Index”) by the selected Strategy~~investing. ~~The~~Please ~~Floor~~retain ~~and~~this ~~Buffer,~~prospectus for ~~each~~future ~~Strategy, will be guaranteed for the life of the Contract~~reference. ~~The Cap for each Strategy will be declared on the Effective Date and re-declared prior to each Contract Anniversary thereafter.~~

~~Amounts~~Neither ~~allocated to any Strategy will fluctuate in value based on~~ the ~~performance~~Securities ~~of the Reference Index~~ and ~~the~~Exchange ~~Crediting~~Commission ~~Factor~~(“SEC”) ofnor ~~the~~any ~~Strategy~~state ~~that~~securities ~~you~~commission ~~select.~~has ~~You~~approved ~~may~~or ~~lose~~disapproved ~~money~~these ~~that~~securities ~~you~~or ~~allocate~~determined toif athis ~~Strategy.~~prospectus ~~Depending~~is ontruthful ~~the~~or ~~performance of the Reference Index and the Crediting Factor of the Strategy you select, such loss may be significant~~complete. InAny ~~addition, withdrawals~~representation ~~from~~to the ~~Contract~~contrary ~~may~~is ~~be subject to~~ a ~~Market~~criminal ~~Value Adjustment (MVA), which may reduce the amount you receive~~offense.

~~Great-West~~This ~~Life & Annuity~~prospectus ~~Company~~ is not an ~~investment~~offer ~~adviser~~to sell these securities and ~~does~~it is not ~~provide~~soliciting ~~any~~an ~~investment~~offer ~~advice~~ to ~~you~~buy ~~with~~these ~~respect~~securities toin any state where the ~~Contract.~~offer or sale is not permitted.

~~Prospective~~The purchasers may apply to purchase a Contract through GWFS Equities, Inc. (“GWFS Equities”), the principal underwriter for the Contract or other broker-dealers that have entered into a selling agreement with GWFS Equities. Certificate:

~~This~~• ~~prospectus~~Is ~~provides~~NOT ~~important information that~~ a ~~prospective~~bank ~~purchaser~~deposit of• aIs ~~Contract~~NOT ~~should~~FDIC ~~know~~insured ~~before~~• ~~investing.~~Is ~~You~~NOT ~~should~~insured ~~study~~or ~~this~~endorsed ~~prospectus~~by ~~and retain~~a itbank ~~along~~or ~~with~~any agovernment ~~copy~~agency of• ~~the~~Is ~~Contract~~NOT ~~for~~available ~~future~~in ~~reference.~~every state

~~Neither~~The purchase of the ~~Securities~~Certificate is ~~and~~subject ~~Exchange~~to ~~Commission~~certain (risks. See “~~SEC~~Risk Factors,”) ~~nor~~below. ~~any~~The ~~state securities~~Certificate ~~commission~~is ~~has~~novel ~~approved~~and orinnovative. ~~disapproved~~While ~~these~~we ~~securities~~understand orthat ~~determined~~the ifInternal ~~this~~Revenue ~~prospectus~~Service ismay ~~truthful~~be orconsidering ~~complete.~~tax ~~Any~~issues ~~representation~~associated with products similar to the ~~contrary~~Certificate, isto date athe ~~criminal~~tax ~~offense~~consequences of the Certificate have not been addressed in published legal authorities. Under the circumstances, you should therefore consult a tax advisor before purchasing a Certificate.

~~This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.~~ i

~~The~~Table ~~Contract:~~of Contents

•SUMMARY 1 Preliminary Note Regarding Terms Used in This Prospectus 1 What is the Certificate? 1 How much will your Certificate cost? 2 Can you cancel your Certificate? 2 What protection does the Certificate provide? 2 How does your Certificate work? 3 How do you purchase a Certificate? 3 What are the Designated Investment Options? 3 Is ~~NOT~~the Certificate right for you? 4 RISK FACTORS REGARDING THE CERTIFICATE 4 Your receipt of payments from us is subject to our claims paying ability. 6 Other Information: 6 THE CERTIFICATE 7 INVESTMENT OPTIONS– THE COVERED FUNDS 7 GREAT-WEST SECUREFOUNDATION BALANCED FUND 8 GREAT-WEST SECUREFOUNDATION LIFETIME FUNDS 8 ADDING AND REMOVING COVERED FUNDS 9 IRA ROLLOVERS 9 THE ACCUMULATION PHASE 10 Covered Fund Value 10 Benefit Base 10 Subsequent Certificate Contributions to Your Account 11 Ratchet Date Adjustments to the Benefit Base 11 Excess Withdrawals During the Accumulation Phase 12 Types of Excess Withdrawals 12 Treatment of a ~~bank~~Distribution ~~deposit~~During the Accumulation Phase 12 Death During the Accumulation Phase 12 THE GAW PHASE 13 Installments 13 Calculation of Installment Amount 14 Installment Frequency Options 15 Lump Sum Distribution Option 15 Suspending and Re-Commencing Installments After a Lump Sum Distribution 15 Optional Resets of the GAW During the GAW Phase 15 Effect of Excess Withdrawals During the GAW Phase 16 Death During the GAW Phase 17 THE SETTLEMENT PHASE 17 EXAMPLES OF HOW THE CERTIFICATE WORKS 18

~~• Is NOT FDIC insured~~ii

• Table Isof ~~NOT insured or endorsed by a bank or any government agency~~Contents

• Is NOT available in every state

GUARANTEE BENEFIT FEE	20
DIVORCE PROVISIONS UNDER THE CERTIFICATE	22
During the Accumulation Phase	22
During the GAW Phase	22
During the Settlement Phase	23
EFFECT OF ANNUITIZATION	23
Election of Annuity Options	23
TERMINATION OF THE GROUP CONTRACT	24
TERMINATION OF THE CERTIFICATE	24
MISCELLANEOUS PROVISIONS	25
FINANCIAL CONDITION OF THE COMPANY	26
TAXATION OF THE CERTIFICATE	26
In General	26
IRAs	27
SALES OF THE CERTIFICATES	28
ADDITIONAL INFORMATION REGARDING THE CERTIFICATE	29
Owner Questions	29
Return Privilege	29
State Regulation	29
Evidence of Death, Age, Gender, or Survival	30
LEGAL MATTERS REGARDING THE CERTIFICATE	30
Cyber Security Risks	30
Abandoned Property Requirements	30
ADDITIONAL INFORMATION REGARDING THE COMPANY	30
Corporate Organization and Overview	30
Business of the Company	31
Company Properties	36
Legal Proceedings Involving the Company	36
Directors and Executive Officers of the Company	37
Executive Officer Compensation	45
Security Ownership of Certain Beneficial Owners and Management	54
Risks Associated with the Company and the Financial Services Industry	56
EXPERTS	61
WHERE YOU CAN FIND MORE INFORMATION	61
DEFINITIONS	63
APPENDIX A– COMPANY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION	A-1

~~Table of Contents~~ iii

GLOSSARY OF SIGNIFICANT TERMS			1
SUMMARY			5
WHAT IS THE CONTRACT?			5
WHO SHOULD CONSIDER PURCHASING THE CONTRACT?			6
HOW TO INVEST?			6
CAN YOU CANCEL YOUR CONTRACT ?			7
DOES THE CONTRACT VARY BY STATE?			7
ACCESS TO YOUR CONTRACT VALUE			7
DEATH BENEFIT			7
RISK FACTORS			8
RISK OF LOSS			8
LIQUIDITY RISK			8
LIMITATION ON ALLOCATIONS AMONG STRATEGIES			8
RISKS ASSOCIATED WITH THE REFERENCE INDICES			8
SUBSTITUTION OF AN REFERENCE INDEX			8
NO OWNERSHIP OF UNDERLYING SECURITIES			9
MARKET VALUE ADJUSTMENT RISK			9
COMPANY’S INVESTMENTS SUPPORTING THE CONTRACT			9
CYBERSECURITY RISK			9
OUR CREDIT RISK			10
OTHER INFORMATION			11
THE CONTRACT			11
PURCHASING THE CONTRACT			11
RIGHT TO CANCEL PERIOD			12
OWNERSHIP			12
GRANTOR TRUST OWNED ANNUITY			12
IRA CUSTODIAN OR TRUSTEE OWNED ANNUITY			12
BENEFICIARY			13
THE STRATEGIES			13
THE REFERENCE INDICES			13
ADDITION OR SUBSTITUTION OF A REFERENCE INDEX			14
CREDITING FACTORS			14
SETTING THE CAPS, FLOORS AND BUFFER			15
STRATEGY VALUE CALCULATION			15
CALCULATION OF STRATEGY CREDIT ON A CONTRACT ANNIVERSARY			16
CHANGES TO CAPS APPLICABLE FOR NEW CONTRACT YEAR			19
AUTOMATIC REBALANCER			19
CALCULATION OF STRATEGY CREDITS ON A DATE OTHER THAN A CONTRACT ANNIVERSARY			19
FEES & EXPENSES			20

Table of Contents

CONTRACT FEE			20
PREMIUM TAX			20
OTHER TAXES			20
Market Value Adjustment (MVA)			20
TERM			20
PURPOSE OF THE MVA			20
APPLICATION AND WAIVER			21
MVA CALCULATION			21
ACCESS TO YOUR MONEY			22
PARTIAL WITHDRAWALS			22
FREE ANNUAL WITHDRAWAL			23
HARDSHIP WAIVERS			23
SURRENDERS			24
PARTIAL WITHDRAWAL AND SURRENDER RESTRICTIONS			24
RIGHT TO DEFER PAYMENTS			25
DEATH BENEFIT			25
DEATH OF AN OWNER			25
DEATH OF ANNUITANT WHILE THE OWNER IS LIVING DURING THE ACCUMULATION PERIOD			26
DEATH BENEFIT PAYMENT OPTIONS			26
DEATH OF OWNER OR ANNUITANT DURING THE PAYMENT PERIOD			26
DEATH OF OWNER WHO IS NOT THE ANNUITANT DURING THE ACCUMULATION PERIOD			27
DEATH OF OWNER WHO IS THE ANNUITANT			27
IF OWNER/ANNUITANT DIES AFTER ANNUITY COMMENCEMENT DATE			27
CONTINGENT ANNUITANT			27
ABANDONED PROPERTY REQUIREMENTS			27
PAYMENT PERIOD			27
ANNUITY COMMENCEMENT DATE			27
TERMS OF INCOME PAYMENTS			28
ELECTION OF AN ANNUITY PAYMENT OPTION			28
ANNUITY PAYMENT OPTIONS			28
MISCELLANEOUS PROVISIONS			29
PERIODIC COMMUNICATIONS TO OWNERS			29
AMENDMENTS TO THE CONTRACT			29
ASSIGNMENT			29
MISSTATEMENTS			29
FINANCIAL CONDITION OF THE COMPANY			29
TAXATION OF THE CONTRACT			30
TAXATION OF NON-QUALIFIED CONTRACTS			30
TAXATION OF QUALIFIED CONTRACTS			31
FEDERAL ESTATE TAXES, GIFT AND GENERATION-SKIPPING TRANSFER TAXES			32
MEDICARE TAX			32
SAME-SEX SPOUSES			33

SUMMARY

ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS			33
POSSIBLE TAX LAW CHANGES			33
ABOUT US			33
SALES OF THE CONTRACTS			33
ADDITIONAL INFORMATION			35
OWNER QUESTIONS			35
STATE REGULATION			35
EVIDENCE OF DEATH, AGE, GENDER, OR SURVIVAL			35
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION			35
LEGAL MATTERS			35
EXPERTS			35
WHERE YOU CAN FIND MORE INFORMATION			35
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			36
Appendix A - Examples			A-1
Appendix B - Market Value Adjustment			B-1
Appendix C - State Variation Chart for ILA-2017			C-1

Preliminary Note Regarding Terms Used in This Prospectus

~~GLOSSARY~~Certain OFterms ~~SIGNIFICANT~~used ~~TERMS~~in this prospectus have specific and important meanings. Some important terms are explained below, and in most cases the meaning of other important terms is explained the first time they are used in the prospectus. You will also find in the back of this prospectus a listing of all of the terms, with the meaning of each term explained.

~~Accumulation~~• ~~Period~~The –“Certificate” ~~The~~is ~~period~~the Great-West SecureFoundation® Group Fixed Deferred Certificate issued by Great-West Life & Annuity Insurance Company pursuant to the terms of ~~time~~a ~~between~~Group Fixed Deferred Annuity Contract (the ~~Effective~~“Group ~~Date~~Contract”) ~~and~~issued to Great-West Trust Company, LLC (“Great-West Trust” or the ~~Payment~~“Group ~~Period~~Contract Owner”). In certain states this may be an individual contract, which will have the same features and benefits unless otherwise noted. • “We,” “us,” “our,” “Great-West,” or the ~~Contract~~“Company” ismeans ~~terminated~~Great-West Life & Annuity Insurance Company. • “You” or “yours” means the owner of the Certificate described in this prospectus. The terms “you,” “yours,” “Owner,” and “Certificate Owner” may be used interchangeably in this prospectus. • “Covered Person” or “Covered Persons” means the person or persons, respectively, named in the Certificate whose age is used for certain important purposes under the Certificate, including determining the amount of the guaranteed income that may be provided by this Certificate.

~~Administrative~~• ~~Office~~“Covered –Fund” ~~8515~~or ~~East~~“Covered ~~Orchard~~Funds” ~~Road~~refer to the Great-West SecureFoundation® Lifetime 2020 Fund, ~~Greenwood~~Great-West ~~Village~~SecureFoundation® Lifetime 2025 Fund, COGreat-West ~~80111;~~SecureFoundation® ~~(877) 723~~Lifetime 2030 Fund, Great-~~8723~~West SecureFoundation® Lifetime 2035 Fund, Great-West SecureFoundation® Lifetime 2040 Fund, Great-West SecureFoundation® Lifetime 2045 Fund, Great-West SecureFoundation® Lifetime 2050 Fund, Great-West SecureFoundation® Lifetime 2055 Fund, Great-West SecureFoundation® Lifetime 2060 Fund and the Great-West SecureFoundation® Balanced Fund. The Covered Funds are not issued by Great-West. Great-West Funds, Inc. is the issuer of the Covered Funds and is an affiliate of Great-West.

~~Annuitant (Joint Annuitant) –~~ The ~~natural~~Certificate ~~person(s)~~can ~~upon~~be ~~whose~~owned ~~life~~in ~~(or lives) determine~~ the ~~amount of Income Payments under the Contract.~~ following ways:

~~Annuity~~• ~~Commencement~~Sole ~~Date~~Owner –who ~~The~~is ~~date~~an ~~that~~individual ~~Income~~and ~~Payments~~also ~~begin~~the Covered Person. • Sole Owner who is an individual and the Covered Person, with his or her spouse as the joint Covered Person.

~~Annuity~~We ~~Payment~~believe ~~Option(s)~~that –in Anmost ~~option~~cases tothe ~~receive~~Certificate will ~~Income~~have ~~Payments~~a ~~during~~sole Owner who is the ~~Payment~~only ~~Period~~Covered Person. Therefore, for ease of reference, most of the discussion in this prospectus assumes you are the sole Owner and the only Covered Person under the Certificate. In some places in the prospectus, however, we explain how certain features of the Certificate differ if there are joint Covered Persons.

~~Contract~~The ~~Base~~following ~~Withdrawal~~is –a ~~The~~summary ~~amount~~ of ~~Contract~~the ~~Base~~Certificate. ~~that~~You should isread ~~withdrawn as~~ the ~~result~~entire ofprospectus ain ~~Request~~addition ~~for~~to athis ~~partial withdrawal~~summary.

~~Beneficiary~~What ~~– The Beneficiary~~ is the person(s) or entity you designate on the Effective Date to receive any death benefit. You can change the Beneficiary or contingent Beneficiary at any time before your death unless you name an irrevocable Beneficiary. Certificate?

~~Buffer~~Certificates –are ~~The~~issued ~~maximum~~pursuant ~~negative~~to the terms of ~~Index~~the ~~Performance~~Group inContract, which is a ~~selected~~group ~~Reference~~guaranteed ~~Index~~income ~~that~~annuity wecontract ~~absorb~~issued ~~before~~by ~~applying~~the aCompany ~~negative~~and ~~Strategy~~owned ~~Credit~~by Great-West Trust. ACertificates ~~Crediting~~are ~~Factor~~offered ~~offering~~to IRA owners that purchase shares of a Covered Fund. Currently, there is no other way to purchase the ~~Buffer~~Certificate. ~~will~~The beCertificate ~~available~~provides, ~~each~~under ~~Contract~~certain ~~Year~~specified conditions, for guaranteed minimum lifetime income, regardless of how long you live or how the Covered Fund performs. The Certificate does not have a cash value.

~~Business~~Provided ~~Day~~all –conditions ~~Any~~of ~~day,~~the Certificate and Group ~~during~~Contract ~~the~~are ~~hours~~met, onif ~~which~~the value of the ~~New~~shares ~~York~~in ~~Stock~~your ~~Exchange~~Covered isFund ~~open~~(“Covered ~~for~~Fund ~~trading.~~Value”) Inequals zero as a result of Covered Fund performance, the ~~event~~Guarantee Benefit Fee, certain other fees that aare ~~date~~not ~~falls~~directly onassociated awith the ~~non-Business~~Certificate ~~Day~~or Group Contract (e.g., ~~the~~IRA ~~date~~fees, ofcustodian ~~the~~fees, ~~following~~advisory ~~Business~~fees), ~~Day~~and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will bemake ~~used.~~annual payments to you for the rest of your life.

~~Cap –~~ The ~~maximum~~amount ~~positive~~of ~~Index~~the ~~Performance~~GAW that weyou may ~~use~~take tomay ~~determine~~increase ~~the~~from ~~Strategy~~time ~~Credit.~~to ~~The~~time ~~Cap~~based ~~may~~on ~~change~~your ~~each~~Covered ~~Contract~~Fund ~~Year~~Value. It may also decrease if you take Excess Withdrawals (discussed below).

~~Code~~The –guaranteed ~~The~~income ~~Internal~~that ~~Revenue~~may ~~Code~~be ofprovided ~~1986,~~by your asCertificate ~~amended,~~is ~~and~~based ~~all~~on ~~related laws~~the age and ~~regulations~~life ~~which~~of the Covered Person (or if there are injoint ~~effect~~Covered ~~during~~Persons, on the ~~term~~age of the ~~Contract~~younger joint Covered Person and the lives of both Covered Persons) as of the date we calculate the first Installment. A joint Covered Person must be your spouse and your spouse must be your sole beneficiary under your IRA.

~~Company – Great-West Life & Annuity Insurance Company, the issuer of the Contract (also referred to as “we”, “us,” or “our”).~~ 1

~~Consultant~~ ~~– One or more investment managers~~ orTable of ~~financial advisors designated by Owner or Joint Owner to provide advisory services to an Owner (or Joint Owner). Consultants may be registered as investment adviser representatives.~~ Contents

~~Contract~~How –much ~~The~~will ~~individual~~your ~~single~~Certificate ~~premium index-linked deferred annuity contract described by this prospectus.~~ cost?

~~Contract~~While ~~Anniversary~~your –Certificate ~~Any~~is ~~twelve-month~~in ~~anniversary~~force, a Guarantee Benefit Fee will be calculated and deducted from your Covered Fund Value on a monthly basis. It will be paid by redeeming the number of fund shares of your Covered Fund equal to the ~~Effective~~Guarantee ~~Date~~Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of your Covered Fund Value at the ~~Contract~~time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase), including as a result of the failure of your IRA custodian to submit it to us, the Certificate will terminate as of the date that the fee is due. We will not provide Certificate Owners with notice prior to termination of the Certificate and we will not refund the Guarantee Benefit Fee paid upon termination of the Certificate.

~~Contract~~The ~~Base~~Guarantee –Benefit ~~The~~Fee pays ~~sum~~for of the ~~Strategy~~insurance ~~Base(s).~~protections provided by the Certificate.

~~Contract~~The ~~Fee~~guaranteed –maximum Anor ~~amount~~minimum ~~deducted~~Guarantee ~~from~~Benefit Fee ~~your~~we ~~Contract~~can ~~Value~~ever oncharge ~~the~~for ~~Strategy~~your ~~Term~~Certificate ~~End~~is ~~Date~~shown below. The ~~Contract~~amount ~~Fee~~we iscurrently ~~equal~~charge tois ~~the~~also ~~sum~~shown ~~of the Strategy Fee(s)~~below.

~~Contract~~• ~~Value~~The –maximum OnGuarantee ~~any~~Benefit ~~Business~~Fee ~~Day~~for itthe Certificate, as a percentage of your Covered Fund Value, on an annual basis, is ~~equal~~1.5%. to• The minimum Guarantee Benefit Fee for the ~~sum~~Certificate, as a percentage of ~~all~~your ~~Strategy~~Covered ~~Values~~Fund Value, on an annual basis, is 0.70%. • The current Guarantee Benefit Fee for the Certificate, as a percentage of your Covered Fund Value, on an annual basis, is 0.90%.

~~Contract~~We ~~Year~~may –change ~~Any~~the ~~twelve-month~~current ~~period~~Guarantee ~~beginning~~Benefit onFee at any time within the ~~Effective~~minimum ~~Date~~and ormaximum ~~Contract~~range ~~Anniversary~~described ~~and~~above ~~ending~~upon thirty (30) days prior written notice to you. We determine the Guarantee Benefit Fee based on ~~day~~observations ~~before~~of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. As an example, if mortality experience improves faster than we have anticipated, and the ~~next~~population ~~Contract~~in general is expected to live ~~Anniversary~~longer than initially projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying longevity benefits. However, improvements in mortality experience is provided as an example only, we reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need any particular event to occur before we may change the Guarantee Benefit Fee.

~~Crediting~~The ~~Factors~~Guarantee –Benefit ~~The~~Fee ~~Cap~~is ~~and~~in ~~Floor~~addition orto ~~Buffer~~any charges that ~~you~~are ~~select~~imposed in connection with advisory, ~~which~~custodial and other services, and charges imposed by the Covered Funds. Because the Covered Funds are offered by an affiliated company, we ~~use~~may tobenefit ~~calculate~~indirectly from the ~~Strategy~~charges ~~Credit~~imposed ~~for~~by athe Covered ~~Strategy~~Funds.

~~Distributions~~Premium –taxes ~~Amounts~~may ~~paid~~be applicable ~~pursuant~~in tocertain ~~terms~~states. ofPremium ~~the~~tax ~~Contract,~~applicability ~~including~~and ~~surrenders,~~rates ~~partial~~vary ~~withdrawals,~~by ~~Income~~state ~~Payments~~ and ~~Death Benefits~~may change. We reserve the right to deduct any such tax from premium when received.

~~Due~~Can ~~Proof~~you ofcancel ~~Death~~your - Proof of death satisfactory to us. Such proof may consist of the following if acceptable to us: a) a certified copy of the death record; b) a certified copy of a court decree reciting a finding of death; c) any other proof satisfactory to us. Certificate?

~~Effective~~You ~~Date~~may cancel your Certificate by causing the –Covered ~~The~~Fund ~~date~~Value ~~from~~or ~~which~~the ~~Contract~~Benefit ~~Anniversaries~~Base ~~are~~of ~~determined~~each Covered Fund to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. However, if the Excess Withdrawal(s) occurs as ~~stated~~a result of a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day), then your ~~contract~~Certificate ~~data~~will ~~page.~~not be canceled even if the Benefit Base of the Covered Fund(s) is reduced to zero.

1What protection does the Certificate provide?

~~Floor~~The Certificate –provides ~~The~~two ~~maximum~~basic ~~negative~~protections ~~Index~~to ~~Performance~~Certificate ~~that~~Owners wewho ~~may~~purchase ~~use~~this toCertificate ~~determine~~as ~~the~~a ~~Strategy~~source ~~Credit~~or potential source of lifetime retirement income or other long-term purposes. ~~Crediting~~ ~~Factors~~Provided ~~offering~~that ~~the~~certain ~~same~~conditions ~~Floors~~are ~~will~~met, bethe ~~available~~Certificate protects ~~each~~the ~~Contract~~Certificate ~~Year.~~Owner from:

~~Good~~• ~~Order~~longevity ~~– A request~~risk, ~~including~~which anis ~~application,~~the isrisk inthat ~~Good Order~~a ifCertificate itOwner ~~contains~~will ~~all~~outlive the ~~information~~assets weinvested ~~require~~in ~~to process~~ the ~~request.~~Covered IfFund; weand ~~require~~• ~~information~~income tovolatility ~~be provided in writing~~risk, ~~Good~~which ~~Order~~is ~~also includes providing information on~~ the ~~correct~~risk ~~form,~~of ~~with~~downward ~~any~~fluctuations ~~required~~in ~~certifications,~~a ~~guarantees,~~Certificate ~~and/or signatures~~Owner’s ~~received~~retirement byincome usdue ~~after delivery~~ to ~~the~~changes ~~correct~~in ~~mailing,~~market ~~email, or website address, which are all listed on this prospectus~~performance.

~~Gross Withdrawal~~Both ~~– The amount~~ of ~~Contract~~these ~~Value~~risks ~~withdrawn~~increase as a result of apoor market ~~Request~~performance ~~for~~early in retirement. Point-in-time risk (which is the risk of retiring on the eve of a ~~partial~~down ~~withdrawal.~~market) significantly contributes to both longevity and income volatility risk.

~~Hardship Waiver – The waiver of an MVA on a full withdrawal (surrender) related to the Nursing Home or Hospital waiver or Terminal Illness waiver.~~ 2

~~Hospital~~ ~~– A facility~~ ~~that is licensed and operated as a Hospital according to the law~~ Table of ~~the jurisdiction in which it is located.~~ Contents

~~Income~~The ~~Payments~~Certificate –does Anot ~~series~~provide ofa guarantee ~~payments~~that ~~made~~the byCovered usFund ~~during~~or your IRA will retain a certain value or that the ~~Payment~~value ~~Period~~of ~~which~~the weCovered Fund or IRA will remain steady or grow over time. Instead, it provides for a guarantee, asunder certain specified conditions, that regardless of the performance of the Covered Funds in your Account and regardless of how long you live, you will be able to ~~dollar~~receive ~~amount~~a guaranteed level of annual income for life. Therefore, it is important for you to understand that while the preservation of capital may be one of your goals, the achievement of that goal is not guaranteed by the Certificate.

~~Index~~How ~~Performance~~does –your OnCertificate ~~any Business Day, the percentage change in the Index Value of the Reference Index of the selected Strategy as measured from the Strategy Term Start Date.~~ work?

~~Index Value –~~ The ~~closing~~ ~~value~~Certificate ofhas ~~the~~three ~~Reference~~phases: ~~Index~~an “Accumulation ~~(Indices)~~Phase,” asa of“GAW ~~the~~Phase,” ~~current~~and ~~Business~~a ~~Day.~~“Settlement Phase.”

~~Interest~~• ~~MVA~~The ~~Indices~~Accumulation –Phase: ~~The~~During ~~indices~~the ~~used~~Accumulation Phase, you may make additional Certificate Contributions to ~~determine~~your Covered Fund, which establishes your Benefit Base (this is the ~~rates used~~sum of all Certificate Contributions minus any withdrawals and any adjustments made on the “Ratchet Date” as described later in this prospectus), and take withdrawals from your IRA just as you otherwise would be permitted to ~~calculate~~(although Excess Withdrawals will reduce the ~~Strategy~~amount ~~Interest~~of ~~MVA~~the ~~Factor~~Benefit Base under the Certificate). You are responsible for managing your withdrawals during the Accumulation Phase. • The ~~rates~~GAW atPhase: After you (or if there are joint Covered Persons, the ~~beginning~~younger joint Covered Person) have turned age 55, then you can enter the GAW Phase and begin to take GAWs (which are annual withdrawals that do not exceed a specified amount) without reducing your Benefit Base. GAWs before age 59 1⁄2 may result in certain tax penalties. • Settlement Phase: If your Covered Fund Value falls to zero as a result of Covered Fund performance, the ~~Interest~~Guarantee ~~MVA~~Benefit ~~Term~~Fee, certain other fees that are ~~shown~~not ondirectly associated with the Certificate or Group Contract ~~Data~~(e.g., ~~Page~~IRA fees, custodian fees, advisory fees), and/or GAWs, the Settlement Phase will begin. During the Settlement Phase, we make Installments to you for as long as you live. However, the Settlement Phase may never occur, depending on how long you live and how well the Covered Fund performs.

~~Interest~~The Installments that you may receive when you ~~MVA~~are ~~Term~~in ~~End~~the ~~Date~~GAW –Phase ~~The~~or ~~last~~Settlement ~~day~~Phase are determined by multiplying your Benefit Base by the GAW Percentage (GAW%), which is determined by the age of the ~~Interest~~Covered ~~MVA~~Person(s) ~~Term~~as of the date we calculate the first Installment. As described in more detail below, the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered Fund performance, and will decrease as a result of any Excess Withdrawals.

~~Interest~~If ~~MVA~~you ~~Term~~withdraw ~~Start~~any ~~Date~~of –your ~~The~~Covered ~~first~~Fund ~~day~~Value during of the ~~Interest~~Accumulation ~~MVA~~Phase ~~Term.~~to ~~On the~~satisfy ~~Contract~~any ~~issue~~contribution ~~date,~~limitation ~~the~~imposed ~~Interest~~under ~~MVA~~federal ~~Term~~law, ~~Start~~we ~~Date~~will isconsider ~~the~~that ~~Effective~~to ~~Date~~be an Excess Withdrawal. AtAny withdrawals to satisfy your required distribution obligations under the ~~end~~Code ofwill be considered an Excess Withdrawal if taken during the ~~initial~~Accumulation ~~MVA~~Phase. ~~Term~~As a result, ~~the~~those ~~Contract~~who will ~~renew~~be ~~into~~subject ato ~~new~~required ~~Interest~~minimum ~~MVA~~distributions ~~Term~~should ofconsider the ~~same~~appropriateness ~~length.~~of ~~The~~this ~~Interest~~product. ~~MVA~~You ~~Term~~should ~~Start~~consult ~~Date~~a ofqualified ~~the~~tax ~~renewal~~advisor ~~Interest~~regarding contribution ~~MVA~~limits ~~Term~~and isother tax implications. We will deem withdrawals taken during the ~~Interest~~GAW ~~MVA~~Phase ~~Term~~to ~~End~~meet ~~Date~~required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), to be within the ~~prior~~contract ~~Interest~~limits ~~MVA~~for ~~Term.~~your Certificate and will not treat such withdrawals as Excess Withdrawals.

~~IRA~~How ~~Account~~do –you ~~The~~purchase ~~traditional Roth or other Individual Retirement Account established for the Contract Owner and the Contract Owner’s beneficiaries, for which~~ a ~~Contract is issued.~~ Certificate?

~~1940~~You ~~Act~~are –required ~~The~~to purchase a Certificate in ~~Investment~~connection ~~Company~~with ~~Act~~your purchase of ~~1940~~shares of a Covered Fund. However, asthe ~~amended~~actual date of purchase of the Certificate will depend on which Covered Fund shares you purchase. For the Great-West SecureFoundation® Lifetime Funds, you will not be deemed to have actually purchased the Certificate until the first business day of the year that is ten years prior to the date in the name of the fund. There is no minimum initial investment. The Certificates are issued in accordance with the terms of the Group Contract issued by us to Great-West Trust. The Group Contract is a group fixed deferred annuity contract. You may invest any amount in any Covered Fund. However, your Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase your Benefit Base.

~~Interest~~The ~~MVA~~Certificate ~~Term~~may –only Abe ~~six~~purchased ~~(6) year~~under ~~period~~the Group ~~that~~Contract ~~begins~~by onowners ~~the~~of ~~Contract~~applicable ~~Effective Date~~IRAs. ~~The Interest~~You ~~MVA~~may ~~Term~~elect ~~renews~~to ~~every~~purchase ~~six~~a ~~(6) years~~Certificate ~~for~~by ~~the~~completing ~~life~~an ofapplication ~~the~~or ~~Contract~~other form authorized by us. If this form is accepted by us at our Administrative Office, we will issue a Certificate to you describing your rights and obligations.

~~Market Value Adjustment (MVA) – An adjustment that we will~~What ~~apply~~are ~~to a Gross Withdrawal, in excess of~~ the ~~free~~Designated ~~annual~~Investment withdrawal amount, during the Accumulation Period. The MVA helps offset our costs and risks of selling fixed income securities and derivative instruments purchased to support the guarantees under your Contract. The MVA may be positive, negative or zero. This means that the MVA may increase, decrease, or not change the amount payable to you upon surrender or partial withdrawal. Options?

~~Non-Qualified~~The following ~~Contract – A Contract that~~ is ~~not~~a ~~qualified~~list ~~for special tax treatment under sections~~ of the ~~Code.~~currently available Covered Funds:

~~Nursing~~Great-West ~~Home~~SecureFoundation® –Lifetime A2020 ~~facility~~Fund ~~that~~Great-West isSecureFoundation® ~~licensed~~Lifetime ~~and~~2045 ~~operates as a nursing facility according to the law of jurisdiction in which it is located.~~ Fund

Owner (Joint Owners) – The person(s) or entity designated on the Effective Date and named in the Contract who may exercise all rights granted by the Contract, subject to the rights of any irrevocable Beneficiary (also referred to as “you” or “your”). 3

~~Payee~~ ~~– The~~ ~~person~~Table of ~~or entity who receives Income Payments during the Payment Period.~~ Contents

Payment Period – The phase of the Contract when Income Payments begin.

Great-West SecureFoundation^® Lifetime 2025 Fund	Great-West SecureFoundation^® Lifetime 2050 Fund
Great-West SecureFoundation^® Lifetime 2030 Fund	Great-West SecureFoundation^® Lifetime 2055 Fund
Great-West SecureFoundation^® Lifetime 2035 Fund	Great-West SecureFoundation^® Lifetime 2060 Fund
Great-West SecureFoundation^® Lifetime 2040 Fund	Great-West SecureFoundation^® Balanced Fund

~~Premium~~In ~~Tax~~general, –if ~~The~~you ~~amount~~purchase shares of ~~tax~~one of the Covered Funds, you are required to purchase the Certificate. However, the actual date of purchase will depend on which Covered Fund shares you purchase. For the Great-West SecureFoundation® Lifetime Funds, you will not be deemed to have purchased the Certificate until the first business day of the year that is ten years prior to the date in the name of the fund. Thus, it is possible to redeem the shares of a Great-West SecureFoundation® Lifetime Fund prior to the date in which you would have been deemed to have purchased the Certificate. For example, if you purchase shares of the Great-West SecureFoundation® Lifetime 2055 Fund today, you will not purchase the Certificate until January 3, 2045, you will not have any rights or benefits under the Certificate until January 3, 2045, and you will not be charged bythe Guarantee Benefit Fee until the ~~state~~end orof ~~municipality.~~January 2045 and, if you choose to redeem all of your shares prior to January 3, 2045, you will not be charged the Guarantee Benefit Fee.

2You may also later decide that you do not want to maintain the Certificate. If so, you will need to redeem all of your shares in the Covered Fund in order to cancel the Certificate. You cannot remain invested in a Covered Fund without owning a Certificate.

~~Purchase~~Is ~~Payment – The amount paid to us under~~ the ~~Contract~~Certificate asright ~~consideration~~ for the benefits it provides. The Purchase Payment is equal to the amount of single premium paid or contract value exchanged for the Contract and subsequently reduced by the Gross Withdrawal of any partial withdrawal, including any free annual withdrawal amount and required minimum distributions (RMDs). you?

~~Qualified~~The ~~Contract~~Certificate –may Abe ~~Contract~~right for you if you believe that ~~qualifies~~you may outlive your retirement investments or are concerned about market risk. If you believe that your retirement investments will be sufficient to provide for ~~special~~your ~~tax~~retirement ~~benefits~~expenses ~~under~~regardless ~~the~~of ~~Code~~market performance or your lifespan, ~~such~~then asthe aCertificate ~~Code Section 408(b)~~may ~~Individual~~not ~~Retirement~~be ~~Annuity~~right ~~(IRA).~~for you.

~~Reference~~The ~~Index~~Certificate ~~(Indices)~~does –not ~~One~~protect ~~(or~~the ~~more)~~actual value of your investments in your IRA or guarantee the ~~third-party~~Covered ~~broad~~Fund ~~based~~Value. ~~securities indices~~For ~~available~~example, toif you ~~under~~invest $500,000 in a Covered Fund, and your ~~Contract~~Covered Fund Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to your Covered Fund Value. Instead, the Certificate guarantees that when you reach the Initial Installment Date, you may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met).

~~Request~~The –GAWs Anare ~~inquiry~~made orfrom ~~instruction~~your inown investment. aWe ~~form~~start ~~satisfactory~~using our money to ~~Great-West.~~make AInstallments ~~valid~~to ~~Request~~you ~~must be:~~only ~~(i) received~~if byyour ~~Great-West~~Covered atFund Value is reduced to zero due to Covered Fund performance, the ~~Administrative~~Guarantee ~~Office~~Benefit inFee, ~~good~~certain ~~order;~~other ~~and~~fees ~~(ii) submitted~~that inare ~~accordance~~not directly associated with the ~~provisions~~Certificate or ofGroup ~~the~~ Contract (e.g., orIRA asfees, ~~required~~custodian byfees, ~~Great-West~~advisory fees), and/or GAWs. ~~The~~We ~~Request~~limit isour ~~subject~~risk tounder ~~any~~the ~~action~~Certificate ~~taken~~in this regard by ~~Great-West~~limiting ~~before~~the amount you may withdraw each year to your GAWs. If you need to take Excess Withdrawals, you may not receive the ~~Request~~full ~~was~~benefit ~~processed~~of the Certificate. For further information, see “The Accumulation Phase– Excess Withdrawals During the Accumulation Phase” and “The GAW Phase– Excess Withdrawals During the Accumulation Phase,” below.

~~Securities~~If ~~Act~~the –return ~~The~~on ~~Securities~~your ~~Act~~Covered ofFund ~~1933~~Value over time is sufficient to generate gains that can sustain constant GAWs, asthen ~~amended~~the Certificate would not have provided any financial gain to you. Conversely, if the return on your Covered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then the Certificate would be beneficial to you.

~~Separate~~You ~~Account~~should –discuss ~~[Variable~~your ~~Annuity-X]~~investment ~~Series~~strategy ~~Account,~~and risk ~~the~~tolerance ~~segregated~~with ~~asset~~your ~~account,~~financial ~~established~~advisor bybefore ~~Great-West~~purchasing ~~under Colorado Law in which we hold reserves for our guarantees under~~ the ~~Contract and our other general obligations~~Certificate. ~~The~~You ~~portion~~should ofconsider the ~~assets~~payment of the ~~separate~~Guarantee ~~account~~Benefit ~~equal~~Fee to(which ~~the~~is ~~reserves~~in ~~and~~addition ~~other contract liabilities with respect~~ to ~~the separate account will not be chargeable with liabilities arising out of~~ any ~~other~~fee ~~business~~paid wefor ~~may conduct. As owner of~~ the ~~Contract,~~Covered ~~you~~Fund) dorelative ~~not~~to ~~participate in~~ the ~~performance~~benefits ~~of assets held in the Separate Account~~ and dofeatures ~~not~~of ~~have any direct claim on them. The Separate Account is not~~the ~~registered~~Certificate, ~~under~~your ~~the~~risk ~~Investment~~tolerance, ~~Company~~and ~~Act~~proximity ofto ~~1940~~retirement.

~~Spouses~~RISK –FACTORS ~~Individuals~~REGARDING ~~who are recognized as legally married under Federal law.~~ THE CERTIFICATE

~~Strategy(ies)~~There –are ~~The~~a ~~combination~~number of risks aassociated ~~selected~~with ~~Reference~~the ~~Index~~Certificate ~~and~~as adescribed ~~Crediting Factor to which you may allocate your Contract Value~~below.

~~Strategy Base –~~ The ~~amount~~guarantee onthat ~~which the Strategy Credit and Strategy Fees are calculated and, as~~ may be ~~applicable,~~provided ~~either~~under ~~assessed or applied. On~~ the Certificate ~~Effective Date, the Strategy Base~~ is ~~set~~contingent ~~equal~~on toseveral ~~the~~conditions ~~Purchase~~being ~~Payment allocated to that Strategy~~met. ~~After~~In ~~the~~certain ~~Effective~~circumstances ~~Date,~~you ~~the~~may ~~Strategy~~not ~~Base~~realize isa ~~set~~benefit ~~equal~~from to the ~~Strategy Value as of the current Strategy Term Start Date~~Certificate.

~~Strategy~~• ~~Base~~You ~~Withdrawal~~may –die ~~The~~before receiving payments from us or you may not live long enough to receive enough income to exceed the amount of ~~Strategy~~the ~~Base~~Guarantee Benefit Fees paid. If you (assuming that you are the sole Covered Person) die before the Covered Fund Value is ~~withdrawn~~reduced asto azero, ~~result~~you ofwill anever ~~Request~~receive ~~for~~any payments under the Certificate. The Certificate does not have any cash value or provide a ~~partial~~death ~~withdrawal~~benefit. Furthermore, even if you begin to receive Installments in the

~~Strategy Credit – The amount credited on each Contract Anniversary and at time of partial withdrawal, surrender, death and annuitization.~~ 4

~~Strategy~~ ~~Credit~~ Table of ~~Rate – The rate used to determine the Strategy Credit applied to the Strategy Value.~~ Contents

~~Strategy~~Settlement ~~Fee~~Phase, –you ~~The~~may ~~pro~~die ~~rata~~before receiving an amount equal to or greater than the amount you have paid in Guarantee Benefit Fees. • The Covered Funds may perform well enough so that you may not need the guarantee that may otherwise be provided by the Certificate. The Covered Funds are managed by a registered investment adviser, Great-West Capital Management, LLC (“GWCM”), a wholly owned subsidiary of Great-West. GWCM manages the ~~Contract~~Great-West SecureFoundation® Lifetime Funds to become more conservative as time goes on, which may minimize the likelihood that you will experience a significant loss of capital at an advanced age. GWCM also has the flexibility to manage the Great-West SecureFoundation® Balanced Fund conservatively. Therefore, there is a good chance that the Covered Funds will perform well enough that GAWs will not reduce Covered Fund Value to zero. As a result, the likelihood that we will make payments to you is minimal. In this case, you will have paid us the Guarantee Benefit Fee ~~applied~~for the life of your Certificate and received no payments in the Settlement Phase in return. • You may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits available under the Certificate. Because personal financial needs can arise unpredictably (e.g., unexpected medical bills), you may need to make a ~~Strategy~~withdrawal onfrom your Covered Fund before the ~~Strategy~~start ~~Term~~of ~~End~~the ~~Date~~GAW Phase or following the start of the GAW Phase in an amount larger than the GAW. AThese ~~portion~~types of withdrawals are Excess Withdrawals that will reduce or eliminate the ~~Strategy~~guarantee ~~Fee~~that may otherwise be provided by the Certificate. There is no provision under the Certificate to cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals, you will need to carefully manage your withdrawals. The Certificate does not require us to warn you of Excess Withdrawals or other actions with adverse consequences. • You may choose to cancel your Certificate prior to a severe market downturn. The Certificate is designed to protect you from outliving the assets in your Covered Fund. If you terminate the Certificate before reaching the GAW Phase or Settlement Phase, we will not make payments to you, even if subsequent Covered Fund performance reduces your Covered Fund Value to zero. • You might not begin making GAWs at the most financially beneficial time for you. Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) will be ~~assessed~~. onBecause of the uncertainty of how long you will live and how your investments will perform over time, it will be difficult for you to determine the most financially beneficial time to begin making GAWs. • If you terminate or change the provider of your IRA, you may never receive a ~~partial~~benefit ~~withdrawal~~from the Certificate. The Certificate is currently available to participants in certain IRAs. The Certificate is held by the IRA trustee or custodian as an asset of each participant’s IRA. If your IRA is terminated, ~~surrender~~such as by a full distribution of all of the assets in the IRA, ~~annuitization~~or moved to an IRA provider that does not offer the Certificate, you will cause your Certificate to terminate. In that case, you may never receive a benefit from the Certificate, and the Guarantee Benefit Fee will not be refunded. • We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the Guarantee Benefit Fee, then depending upon how long you live, you may not receive enough income to exceed the ~~death~~amount of total fees paid. • The deduction of the ~~Owner~~Guarantee Benefit Fee each month will negatively affect the growth of your Covered Fund Value. The growth of your Covered Fund Value is likely important to you because you may never receive Installments during Settlement Phase. Therefore, depending on how long you live and how your investments perform, you may be financially better off without purchasing the Certificate. • The Certificate limits your investment choices. Only certain funds are available under the Certificate. These Covered Funds may be managed in a more conservative fashion than other mutual funds available to you. If you do not purchase the Certificate, it is possible that ~~occurs~~you ~~before~~may invest in other mutual funds (or other types of investments) that experience higher growth or lower losses, depending on the ~~Strategy~~market, ~~Term~~than ~~End~~the ~~Date~~Covered Funds experience. It is impossible to know how various investments will fare on a comparative basis. • Covered Funds may become ineligible. If the Covered Fund that you invest in becomes ineligible for the Certificate, you must Transfer the Covered Fund Value to another Covered Fund in order to keep the Certificate in force. If the Transfer is not a same day Transfer, then it could cause your Certificate to be canceled. See “Adding and Removing Covered Funds,” below. We reserve the right to designate Covered Funds that were previously eligible for use with the Certificate as ineligible for use with the Certificate, for any reason including due to changes to their investment objectives. In the event that all Covered Funds become ineligible or are liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit

~~Strategy Gross Withdrawal – The amount of Strategy Value withdrawn as a result of a Request for a partial withdrawal.~~ 5

~~Strategy~~ ~~Index MVA Factor~~ –Table of ~~The factor used, in combination with the Strategy Interest MVA Factor, to calculate the Strategy MVA.~~ Contents

~~Strategy~~Fee, ~~Interest~~which ~~MVA~~will ~~Factor~~not ~~– The~~exceed ~~factor~~the ~~used,~~maximum inGuarantee ~~combination~~Benefit ~~with~~Fee ~~the~~of ~~Strategy~~1.5%. ~~Index~~The ~~MVA~~Guarantee ~~Factor,~~Benefit toFee ~~calculate~~will not be refunded if the ~~Strategy~~Covered ~~MVA.~~Funds become ineligible or are liquidated.

~~Strategy MVA –~~ The ~~MVA~~Group ~~calculated for each Strategy, when a Gross Withdrawal in excess of the free annual withdrawal amount is taken from the~~ Contract. ~~The~~and ~~sum~~Certificate ~~of the Strategy MVA(s) is equal to the MVA.~~ may terminate:

~~Strategy~~• ~~Term~~The –Group AContract 12Owner or Great-~~month~~West ~~period~~may ~~beginning~~terminate onthe Group Contract. If the ~~Strategy~~Group ~~Term~~Contract ~~Start~~Owner ~~Date~~or Great-West terminates the Group Contract, such termination will not adversely affect your rights under the Group Contract, except that we will not permit additional Certificate Contributions to the Covered Fund. However, we will accept reinvested dividends and ~~ending~~capital ~~when~~gains. You will still be obligated to pay the ~~Strategy~~Guarantee ~~Credit~~Benefit Fee. See “Termination of the Group Contract,” below. • The IRA may terminate. IRAs can be terminated, such as by a full distribution of all of the assets in the IRA. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve the right to resign from the IRA; if that happens, in most cases you can choose to have your IRA either distributed to you or transferred to another IRA provider. In the event of a complete IRA termination, either because your IRA is ~~applied~~distributed onto you or transferred to another IRA provider that does not offer the ~~Strategy~~Certificate, ~~Term End~~then ~~Date~~all benefits, rights, and privileges provided by the Group Contract, including without limitation, the Certificate, shall terminate. In this event, you may choose to utilize the Covered Fund Value in the ways described later in this prospectus under “Termination of the Group Contract—Other Termination.” The Guarantee Benefit Fee will not be refunded if the IRA terminates. • The Certificate will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of your IRA custodian to submit it to us, the Certificate will terminate as of the date that the fee is due.

~~Strategy~~Your ~~Term~~receipt ~~End~~of ~~Date~~payments –from ~~The~~us ~~last~~is ~~day~~subject ofto ~~the~~our claims ~~Strategy~~paying ~~Term~~ability.

~~Strategy~~Any ~~Term~~payments ~~Start~~we ~~Date~~are required –to ~~The~~make ~~first~~to ~~day~~you ofunder the ~~Strategy~~Certificate ~~Term. The first Strategy Term Start Date is the Contract Effective Date. Thereafter, the Contract~~ will ~~renew~~depend ~~into~~on aour ~~new~~long-term ~~Strategy~~ability ~~Term~~to ofmake ~~the~~such ~~same length, and the Strategy Term Start Date is the Strategy Term End Date of the prior Strategy Term~~payments.

3We will make all payments under the Certificate in Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, your receipt of payments from us is subject to our claims paying ability. The Covered Funds do not make payments under the GLWB.

~~Strategy~~Currently, ~~Value~~our –financial Onstrength ~~any~~is rated ~~Business~~by ~~Day~~three nationally recognized statistical rating organizations (“NRSRO”), ~~the~~ranging ~~total~~from ~~value~~superior ofto ~~all~~excellent to very strong. Our ratings reflect the ~~Owner~~NRSROs’s ~~interests~~opinions inthat we have a ~~particular~~ ~~Strategy~~superior, ~~prior~~excellent, or a very strong ability to ~~any~~meet ~~Contract~~our ~~Fees~~ongoing obligations. An excellent and ~~MVAs~~very strong rating means that we may have somewhat larger long-term risks than higher rated companies that may impair our ability to pay benefits payable on outstanding insurance policies on time. The financial strength ratings are the NRSROs’ current opinions of our financial strength with respect to our ability to pay under our outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings are not specific to the Certificate.

~~Surrender~~Additional ~~Value~~information regarding –the ~~The~~Company ~~amount~~and ~~you~~its ~~are~~financial ~~entitled~~condition tomay ~~receive~~be ~~under~~found in this ~~Contract,~~prospectus under “Additional Information Regarding the Company” and in the ~~event~~most ~~this~~recent ~~Contract~~audited isannual ~~terminated~~financial ~~during~~statements of the ~~Accumulation~~Company ~~Period.~~included Itin isthis ~~equal~~prospectus in to“Appendix ~~your~~A ~~Contract~~– ~~Value~~Company ~~and~~Financial ~~adjusted~~Statements ~~for~~and ~~any~~Other ~~MVA.~~Financial Information”.

~~Underlying~~There ~~IRA Holder~~may –be ~~The~~tax ~~natural~~consequences ~~person~~associated ~~who~~with ~~is treated under~~ the ~~Code as having a beneficial interest in the assets of a custodial or trusteed IRA Account.~~ Certificate:

4• The Certificate is novel and innovative and to date, the tax consequences of the Certificate have not been addressed in published legal authorities. You should consult a tax advisor before purchasing a Certificate. See “Taxation of the Certificate” below for further discussion of tax issues relating to the Certificate.

~~SUMMARY~~Other Information:

~~This~~• ~~summary~~You ~~highlights~~should ~~some~~be aware of ~~the~~various ~~more~~regulatory ~~significant~~protections ~~aspects~~that ofdo and do not apply to the ~~Contract~~Certificate. ~~You’ll~~Your ~~find~~Certificate ~~more~~is ~~detailed~~registered ~~information~~in ~~about~~accordance ~~these~~with ~~topics~~the ~~throughout~~Securities ~~the Prospectus~~Act of 1933. The issuance and insale of your ~~Contract.~~Certificate ~~Please~~must ~~keep~~be ~~both~~conducted ofin ~~this~~accordance ~~Prospectus~~with ~~and~~the ~~your~~requirements ~~Contract~~of ~~for~~the ~~future~~Securities ~~reference.~~Act of 1933.

~~What~~• isWe have elected to rely on the ~~Contract?~~ exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 (“1934 Act”) from the requirements to file reports pursuant to Section 15(d) of that Act. In reliance on that exemption, Great-West Life & Annuity Insurance Company will not file the periodic reports that would otherwise be required under the 1934 Act. Annual Audited Financial Statements and other information regarding the Company required by the Securities Act of 1933 will be provided annually in this prospectus.

The Contract is an individual single premium deferred index-linked annuity contract issued by Great-West Life & Annuity Insurance Company for retirement and other long-term investment purposes. The Contract is designed for investors who seek potentially higher returns than traditional fixed annuity contracts with a level of protection for their principal. The Contract is designed for sale to whose working with a financial adviser (“Consultant”). Any fee charged by the Consultant is separate from and in addition to the fees disclosed in this prospectus. It offers a variety of Strategies that credit interest based on the performance of one of several broad based Indices and Crediting Factors that provide different potential for positive Strategy Credits and protection against negative Strategy Credits. 6

~~The~~ ~~Contract~~ Table of ~~can be owned in the following ways:~~ Contents

• Sole Owner who is an individual or trust with a natural person as grantor.

•

We are neither an investment company nor an investment adviser and do not provide investment advice to you in connection with the Certificate. Therefore, we are not governed by the Investment Advisers Act of 1940 (the “Advisers Act”) or the Investment Company Act of 1940 (the “1940 Act”). Accordingly, the protections provided by the Advisers Act and the 1940 Act are not applicable with respect to our sale of the Certificate to you.

•

The Certificate does not protect the assets in your IRA from your creditors. The assets in your IRA are owned by you and not us. We have no control over any of the assets in your IRA. The assets in your IRA are not subject to our creditors. However, assets in your IRA may be subject to being directly attached by your creditors. Any liquidation of any Covered Fund will be considered an Excess Withdrawal and it may reduce your Benefit Base.

•THE ~~Sole Owner who is an individual and his or her spouse as the joint owner or trust with a natural person and his or her spouse as grantors (available for Non-Qualified Contracts only).~~CERTIFICATE

The ~~Contract~~Certificate ~~has~~is ~~two~~a ~~periods,~~group anfixed ~~Accumulation~~deferred annuity ~~Period~~certificate. ~~and~~Certificates aare ~~Payment~~offered ~~Period~~only to IRA owners whose assets are invested in one or more Covered Funds. ~~During~~The Certificates are designed for IRA owners who intend to use the ~~Accumulation~~investments ~~Period,~~in ~~you~~the ~~will~~Covered ~~receive~~Fund ~~Strategy~~in ~~Credits~~their onIRA aas ~~tax-deferred~~ the basis ~~that~~for periodic iswithdrawals ~~based~~(such onas ~~the~~systematic ~~performance~~withdrawal ofprograms ~~the~~involving ~~Reference~~regular ~~Indices~~annual ~~and~~withdrawals ~~Crediting~~of ~~Factors~~a certain percentage of the ~~Strategies~~Covered ~~that~~Fund ~~you~~Value) ~~select.~~to ~~One~~provide income payments for retirement or for other purposes. For more ofinformation about the ~~Reference~~Covered ~~Indices~~Funds, ~~and~~you ~~Crediting~~should ~~Factors~~talk ~~may~~to ~~not~~your beadvisor ~~available~~and ~~through~~review ~~all~~the ~~financial~~accompanying ~~intermediaries.~~prospectuses for the Covered Funds.

~~Currently~~Provided that specified conditions are met, the Certificate ~~following~~provides ~~Reference~~for ~~Indices~~a guaranteed income over the remaining life of the Certificate Owner (or, if these are ~~available:~~joint Covered Persons, the remaining lives of both joint Covered Persons), should the Covered Fund Value equal zero as a result of GAWs, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or Covered Fund performance.

~~Reference~~INVESTMENT OPTIONS– ~~Indices~~THE ~~S&P~~COVERED ~~500® Price Return Index (S&P 500 Index) MSCI EAFE Price Return Index (MSCI EAFE Index) Russell 2000® Price Return Index (Russell 2000 Index) NASDAQ-100® Price Return Index (NASDAQ Index)~~FUNDS

~~For~~The ~~each~~Certificate ~~Reference~~provides ~~Index~~protection relating to your Covered Funds by ensuring that, ~~you~~regardless ~~may~~of ~~select~~how ~~among~~your Covered Fund(s) actually performs or the ~~following~~actual ~~Crediting~~Covered ~~Factors:~~Fund Value when you begin your GAWs for retirement or other purposes, you will receive predictable income payments for as long as you live so long as specified conditions are met.

~~Crediting~~In ~~Factors~~general, ~~available~~if ~~for~~you ~~each~~purchase ~~Reference~~shares ~~Index~~of ~~Floor~~one of 0%the Covered ~~Floor~~Funds, you are required to purchase the Certificate. Currently, you may elect to purchase the Certificate by completing the election form and purchasing one or more of the Covered Funds described below. The actual date of purchase of the Certificate will depend on which Covered Fund shares you purchase. For the Great-2West SecureFoundation® Lifetime Funds, you do not actually purchase the Certificate until the first Business Day of the year that is ten years prior to the date in the name of the fund, which is known as the “Guarantee Trigger Date.5%” ~~Floor~~(The Guarantee Trigger Date is also your Certificate Election Date.) Thus, it is possible to redeem the shares of a Great-5West SecureFoundation® Lifetime Fund prior to the Guarantee Trigger Date.0% ~~Floor~~For example, if you purchase shares of the Great-7West SecureFoundation® Lifetime 2055 Fund, you will not purchase the Certificate until January 3, 2045, you will not have any rights or benefits under the Certificate until January 3, 2045, and you will not be charged the Guarantee Benefit Fee until the end of January 2045, and if you choose to redeem all of your shares prior to January 3, 2045, you will not be charged the Guarantee Benefit Fee.5%

5If you later decide that you do not want to maintain the Certificate, you will need to redeem all of your shares in the Covered Fund in order to cancel the Certificate. You cannot remain invested in a Covered Fund without owning a Certificate.

~~Floor~~You ofshould ~~-10.0%~~note ~~Buffer~~that ofthe ~~-10~~Company issues the Certificates, but the Company is not your investment adviser and does not provide investment advice to you in connection with the Certificate.0%

~~All~~As ~~Crediting~~described ~~Factors~~in ~~that~~more ~~are~~detail ~~available~~in at the ~~time~~Covered ~~you~~Fund prospectuses, ~~purchase~~in ~~your~~addition ~~Contract~~to the Guarantee Benefit Fee, ~~will~~there beare ~~available~~certain ~~for~~fees ~~each~~and ~~Reference~~charges ~~Index for~~associated with the ~~life~~Covered ofFunds, which may reduce your ~~Contract~~Covered Fund Value. These fees may include management fees, distribution fees, acquired fund fees and expenses, redemption fees, exchange fees, advisory fees, and/or administrative fees.

AThe ~~Floor~~following ~~establishes~~information ~~the~~about ~~maximum amount of negative Strategy Credits that may be applied to~~ the ~~Strategy. The Buffer~~Covered ~~establishes~~Funds ~~the~~is ~~amount~~only ~~of loss attributable to negative index performance that we will absorb before we apply~~ a ~~negative~~summary ~~Strategy~~of ~~Credit~~important toinformation ~~the~~you ~~Strategy~~should know. ~~With~~More ~~the~~detailed ~~exception~~information ofabout the ~~Crediting~~Covered ~~Factor~~Funds' ~~with~~investment astrategies ~~Floor~~and ofrisks ~~0%,~~are ~~the~~included ~~Strategy~~in ~~Credit~~each ~~may~~Covered ~~be negative if the value of the Strategy~~Fund’s ~~Reference Index declines~~prospectus. ~~For~~Please ~~the~~read ~~Crediting Factor~~ that ~~provides~~separate aprospectus ~~Buffer, a negative Strategy Credit will apply for any decline in the Reference Index in excess of the -10%. Theoretically, the Buffer may~~carefully ~~result~~before ininvesting ~~negative Strategy Credit as high as -90.0% of the Strategy Value. Consequently, selecting the Crediting Factor with the Buffer rather than one of the Crediting Factors with a Floor may result~~ in a ~~large~~Covered ~~negative Strategy Credit during periods of steep declines in the stock market~~Fund.

~~Each~~The Covered ~~Strategy~~Funds ~~will~~are ~~have~~managed aby ~~corresponding~~an ~~Cap,~~investment ~~which~~adviser weaffiliated ~~may change each Contract Year. We will declare the Caps associated~~ with ~~each Strategy~~us, atwhich ~~the~~may ~~time~~have ofan ~~application~~incentive ~~and,~~to ~~thereafter,~~manage atthe ~~least~~funds ~~fifteen~~in ~~calendar~~a ~~days~~way ~~prior~~ to ~~the~~reduce ~~expiration~~volatility of ~~each~~the ~~Contract~~funds' ~~Year.~~returns ~~The~~in ~~Cap~~order ~~may~~to ~~be higher,~~ lower, or the ~~same~~amounts asthat ~~the~~we ~~Cap~~have ~~offered~~to ~~during~~pay under the ~~previous year, but~~Certificate. ~~will~~Offering ~~not~~the beCertificate ~~less~~in ~~than~~connection ~~the~~with ~~minimum~~your ~~Cap.~~investment Inin ~~general,~~ the ~~Cap~~Covered ~~will~~Funds, betherefore, ~~lower~~may ~~for~~subject ~~Strategies~~us ~~that~~to ~~offer~~ a ~~Floor~~potential orconflict ~~Buffer providing greater protection from negative Index Performance and higher for Strategies that offer less protection from negative Index Performance.~~ of

The Payment Period commences when you or a designated payee begin receiving income payments under the Contract. Income Payments will start on the Annuity Commencement Date and continue based on the Annuity Option you elect. You may select income payments be based on the life of the Annuitant or Joint Annuitant, on the life subject to period certain or any other option acceptable to the Company. The Payment Period ends when we make the last Income Payment under your selected Annuity Option. 7

~~Who~~ ~~should~~ ~~consider~~Table of ~~purchasing the Contract?~~ Contents

~~The~~interest. ~~Contract~~Reducing ~~does~~volatility ~~not~~may ~~guarantee~~have ~~that~~the effect of lowering the returns of the Covered Funds relative to other funds. This may suppress the value of the ~~Strategies~~benefits provided by the Certificate because your Benefit Base will ~~remain~~reset ~~steady~~only orwhen ~~grow~~your ~~over~~Covered ~~time~~Fund Value is higher than your Benefit Base. ItWe ~~may~~took ~~lose~~into ~~value~~account ~~and~~the isCovered ~~not~~Funds’ ~~appropriate~~use ~~for~~of anstrategies ~~investor~~to ~~who~~lower isvolatility ~~seeking~~when ~~complete~~we ~~protection~~selected ~~from~~them ~~downside~~for ~~risk.~~use with this Certificate.

~~The~~GREAT-WEST ~~Contract~~SECUREFOUNDATION® ~~also~~BALANCED offers a variety of features common to annuity contracts, such as a free annual withdrawal amount that permits certain yearly withdrawals without incurring an MVA, certain hardship waivers from the MVA, several fixed Annuity Payment Options that can provide guaranteed income for life and the payment of a death benefit to your beneficiary if you die before Income Payments begin. FUND

~~Furthermore,~~The ~~during~~fund ~~the~~is ~~Accumulation~~designed ~~Period,~~for ~~your~~investors ~~money is~~seeking ~~invested on~~ a professionally ~~tax-deferred~~designed ~~basis~~asset ~~meaning~~allocation ~~that,~~program ~~subject~~ to ~~certain~~simplify ~~restrictions,~~the ~~you~~accumulation ~~are~~of ~~not~~assets ~~taxed~~prior onto ~~any~~retirement ~~earnings~~together orwith ~~other~~the ~~gains~~potential inbenefit of the ~~value~~guarantee ofthat ~~your~~may ~~Contract~~be ~~until~~provided ~~you~~by ~~receive~~the ~~Income~~Certificate. ~~Payments~~The orfund ~~take~~strives ~~other~~to ~~withdrawals~~provide ~~from~~shareholders ~~the~~with ~~Contract.~~a high Iflevel ~~you use~~of ~~the~~diversification ~~Contract~~primarily asthrough both a ~~Roth~~professionally ~~IRA,~~designed ~~Strategy~~asset ~~Credit~~allocation ~~may~~model ~~not~~and beprofessionally ~~taxed~~selected ifinvestments ~~distributed~~in asunderlying aportfolios ~~qualified~~(the ~~distribution~~“Underlying Portfolios”). ~~For~~The ~~further~~intended ~~information~~benefit of asset allocation is diversification, ~~see~~which ~~“Taxation~~is ofexpected to reduce volatility over the ~~Contract~~long-term.”

The ~~Company~~fund is ~~not~~a an“fund of funds” that pursues its investment ~~adviser~~objective ~~and~~by ~~does~~investing ~~not~~in ~~provide~~other ~~any~~mutual ~~investment~~funds, ~~advice~~including toUnderlying ~~you~~Portfolios inthat ~~connections~~may or may not be affiliated with the ~~Contract.~~Great-West SecureFoundation® Balanced Fund, cash and cash equivalents.

~~How~~Only tothe ~~Invest?~~Class L share class of the Great-West SecureFoundation® Balanced Fund is available. Class L shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee that is paid out of Class L’s assets on an ongoing basis. Because the distribution fee is paid out of Class L’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

WeInvestment refer to amounts you invest as “Purchase Payment.” The minimum Purchase Payment is $5,000; lower Purchase Payments require prior approval from Great-West. The Purchase Payment may not exceed $1,000,000 without prior approval from Great-West. We reserve the right to accept a lower minimum Purchase Payment or a larger maximum Purchase Payment. You may purchase the Contract in exchange for another insurance contract. Objective

~~You~~The ~~may~~fund ~~allocate~~seeks ~~your~~long-term ~~Purchase~~capital ~~Payment~~appreciation ~~among the available Reference Indices~~ and ~~Crediting Factor(s). See “The Reference Indices” and~~ ~~“Crediting Factors~~income.”

~~The Contract is a long~~GREAT-~~term~~WEST ~~investment~~SECUREFOUNDATION® ~~that~~LIFETIME may be useful as part of a personal retirement plan. If you purchase the Contract as a Qualified IRA Annuity Contract, or you hold the Contract in an IRA Account, early withdrawals may be restricted by the Code and may expose you to tax penalties. FUNDS

6There are nine separate Great-West SecureFoundation® Lifetime Funds. These are the:

~~Premium~~Great-West ~~taxes~~SecureFoundation® ~~may~~Lifetime be2020 ~~applicable~~Fund inGreat-West ~~certain~~SecureFoundation® ~~states.~~Lifetime ~~Premium~~2025 ~~tax~~Fund ~~applicability~~Great-West ~~and~~SecureFoundation® ~~rates~~Lifetime ~~vary~~2030 byFund ~~state~~Great-West ~~and~~SecureFoundation® ~~may change.~~Lifetime We2035 ~~reserve~~Fund ~~the~~Great-West ~~right~~SecureFoundation® toLifetime ~~deduct~~2040 ~~any~~Fund ~~such~~Great-West ~~tax~~SecureFoundation® ~~from~~Lifetime ~~the~~2045 ~~Purchase~~Fund ~~Payment~~Great-West ~~when~~SecureFoundation® ~~received.~~Lifetime 2050 Fund Great-West SecureFoundation® Lifetime 2055 Fund Great-West SecureFoundation® Lifetime 2060 Fund

~~Can~~Each ~~you~~Great-West ~~cancel~~SecureFoundation® ~~your~~Lifetime ~~Contract?~~Fund provides an asset allocation strategy and is designed to meet certain investment goals based on an investor’s investment horizon (such as projected retirement date) and personal objectives.

~~After~~Each ~~you~~Great-West ~~receive~~SecureFoundation® ~~your~~Lifetime ~~Contract,~~Fund ~~you~~is ~~may~~a ~~examine~~“fund itof ~~for~~funds” atthat ~~least~~pursues 10its ~~days~~investment orobjective ~~longer~~by ifinvesting ~~required~~in byother ~~your~~mutual ~~state~~funds, ~~law~~including ~~(in~~mutual ~~some~~funds ~~states,~~that may upor tomay 30not ~~days~~be ~~or longer~~affiliated ~~for~~with ~~replacement~~the ~~annuity~~Great-West ~~contracts~~SecureFoundation® Lifetime Funds (collectively, “Underlying Portfolios”), ~~during~~a ~~which~~fixed interest ~~time~~contract ~~you~~issued ~~may~~and ~~cancel~~guaranteed ~~your~~by ~~Contract~~GWL&A, ~~for~~cash, ~~any~~and ~~reason~~cash byequivalents. ~~delivering~~The orGreat-West ~~mailing~~SecureFoundation® itLifetime ~~postage~~Funds ~~prepaid~~use asset allocation strategies to: allocate assets among the Underlying Portfolios.

Only the Class L share class of the Great-West SecureFoundation® ~~Life &~~Lifetime ~~Annuity~~Funds ~~Insurance~~is ~~Company~~available. Class L shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee that is paid out of Class L’s assets on an ongoing basis. Because the distribution fee is paid out of Class L’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

~~Annuity~~Investment ~~Administration~~ Objective

~~8515~~Each ~~East~~Great-West ~~Orchard~~SecureFoundation® ~~Road,~~Lifetime ~~8T2~~Fund seeks long-term capital appreciation and income consistent with its current asset allocation.

~~Greenwood Village, CO 80111~~ 8

If ~~you~~ exercise your right to cancel, the Contract will terminate and we will refund your Contract Value or Purchase Payment as required by applicable state or federal law. If you purchase the Contract as a Qualified IRA Annuity or hold it in an IRATable ~~Account, Federal law requires that we refund your Purchase Payment. Some states also require us to return your Purchase Payment on the exercise~~ of your right to cancel the Contract. If we are required to return your Purchase Payment on the exercise of your right to cancel the Contract, we will allocate your Purchase Payments to a fixed investment option with a minimum guaranteed interest rate of 1% during the Right to Cancel Period. Otherwise, we will allocate your Purchase Payment to the Strategy(ies) that you select. Contents

~~Does~~ADDING ~~the~~AND ~~Contract~~REMOVING ~~vary~~COVERED ~~by state?~~ FUNDS

~~Contracts~~We ~~issued~~may, inwithout ~~your~~the ~~state~~consent ~~may~~of ~~provide~~you ~~different~~or ~~features~~the ~~and~~Group Contract ~~benefits from~~Owner, ~~and~~offer ~~impose~~new ~~different~~Covered ~~costs~~Fund(s) ~~than,~~or ~~those~~cease ~~described~~offering inCovered ~~this~~Fund(s). ~~prospectus~~We ~~because of~~will ~~state~~notify ~~law~~the ~~variations~~Group Contract Owner whenever the Covered Fund(s) are changed. ~~These~~If ~~differences~~we ~~include,~~cease ~~among~~offering ~~other~~a ~~things,~~Covered ~~free~~Fund ~~look~~in ~~rights,~~which ~~issue~~you ~~age~~are ~~limitations~~invested, ~~and~~then you must Transfer the Covered ~~general~~Fund ~~availability~~Value ofto ~~certain~~another ~~features~~Covered Fund in order to keep the Certificate in force. This ~~prospectus~~Transfer ~~describes~~must ~~the~~be ~~material~~a ~~rights~~same ~~and~~day ~~obligations~~Transfer ofbetween anCovered ~~Owner~~Funds (i.e., Itshares ~~also sets~~of ~~forth~~a ~~the~~Covered ~~maximum~~Fund ~~fees~~are sold and ~~charges~~shares ~~for~~of ~~all~~another ~~contract~~Covered ~~features~~Fund ~~and~~are ~~benefits~~purchased on the same day). ~~See~~If ~~“Fees~~it ~~and~~is ~~Expenses”~~not a same day Transfer between Covered Funds, then this is considered an Excess Withdrawal. ~~Material~~Excess ~~state~~Withdrawals ~~variations~~could cause the Benefit Base of the Covered Fund(s) to be reduced to zero, which would generally cause your Certificate to be canceled. In the ~~Contract~~event ~~are~~that ~~disclosed~~we incease offering all of the ~~attached~~Covered ~~Appendix~~Funds, Bwe aswill ~~well~~designate a new fund as ~~state~~a ~~variations~~Covered toFund. ~~the~~The ~~Right~~new toCovered Fund may have higher fees and charges and different investment objectives/strategies than the ~~Cancel~~ineligible Covered Fund. ~~You~~In ~~should~~addition, ~~read~~designating ~~and~~a ~~retain~~new ~~your~~fund ~~Contract~~as a Covered Fund, ~~amendments~~may result in an increase in the current Guarantee Benefit Fee, ~~and/or~~which ~~endorsements~~will ~~along~~not ~~with~~exceed athe ~~copy~~maximum ofGuarantee ~~this~~Benefit ~~prospectus.~~Fee of 1.5%.

~~Access~~IRA ~~to your Contract Value~~ ROLLOVERS

You may ~~access~~fund your ~~Contract~~IRA ~~Value~~with byproceeds ~~surrendering~~rolled ~~the~~over or ~~Contract~~directly ortransferred ~~taking~~from a ~~partial~~tax-deferred ~~withdrawal.~~retirement Aplan ~~surrender~~established under Section 401(a), 401(k), 403(b), or ~~partial~~457(b) of the Code (“tax-deferred retirement plan”). If your rollover is from a tax-deferred retirement plan and you have previously elected a Great-West guaranteed lifetime withdrawal ~~will~~product as part of your investments in your tax-deferred retirement plan, your Benefit Base may be ~~subject~~equal to ~~the~~your benefit base as it existed under your prior tax-deferred retirement plan ~~payment~~immediately ofprior ~~Strategy~~to ~~Credit~~your ~~based~~rollover. onYour new Benefit Base after the ~~performance~~IRA ofrollover will only equal the ~~selected~~benefit ~~Strategy~~base you had under your tax-deferred retirement plan if you: (~~ies~~a) ~~from~~invest the ~~beginning~~rollover ofor transfer proceeds covered by the ~~Contract~~Great-West guaranteed ~~Year~~lifetime withdrawal benefit product immediately prior to distribution from the ~~date~~tax-deferred ofretirement plan in the ~~surrender~~Covered orFund(s); ~~withdrawal,~~(b) ~~which~~invest ~~may~~in ~~increase~~the orsame ~~decrease~~Covered ~~your~~Fund ~~surrender~~approved orby ~~withdrawal~~Great-West, ~~proceeds.~~as Indescribed ~~addition~~below, except if you ~~take~~are ain Settlement ~~partial~~Phase; ~~withdrawal~~and or(c) ~~fully~~you ~~surrender~~Request the ~~Contract,~~restoration of the benefit base as it existed under your ~~withdrawal~~tax-deferred retirement plan. To maintain the same Benefit Base, you must be in the same Phase that you were in at the time of the rollover or transfer ~~Surrender~~after ~~Value~~the ~~generally~~rollover or transfer is complete. If you do not meet these requirements, a new Benefit Base will be ~~subject~~established that is equal to ayour ~~Market~~Covered Fund Value ~~Adjustment~~as ~~(MVA).~~of ~~See~~the ~~“Fees~~date ~~and~~of ~~Charges”~~the rollover and ~~“Market~~your ~~Value~~Guarantee Benefit fee will be ~~Adjustment.”~~calculated as a percentage of your Covered Fund Value.

~~The~~In ~~MVA,~~order ~~however~~to be eligible to maintain your Benefit Base from your tax-deferred retirement plan, ~~will~~you ~~not~~must ~~apply~~invest in the ~~following~~corresponding ~~circumstances:~~Covered Fund in the IRA as described below:

• Withdrawals each year up to a free annual withdrawal amount that is equal to 10% of your remaining Purchase Payment which is your initial Purchase Payment reduced by the Gross Withdrawal of any partial withdrawal, including free annual withdrawal amounts and RMDs.

Covered Fund held in tax-deferred retirement plan	Corresponding Covered Fund in IRA
Great-West SecureFoundation^® Balanced Fund– Investor Class or Service Class	Great-West SecureFoundation^® Balanced Fund– Class L
Great-West SecureFoundation^® Lifetime 2020 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2020 Fund– Class L
Great-West SecureFoundation^® Lifetime 2025 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2025 Fund– Class L
Great-West SecureFoundation^® Lifetime 2030 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2030 Fund– Class L
Great-West SecureFoundation^® Lifetime 2035 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2035 Fund– Class L
Great-West SecureFoundation^® Lifetime 2040 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2040 Fund– Class L
Great-West SecureFoundation^® Lifetime 2045 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2045 Fund– Class L
Great-West SecureFoundation^® Lifetime 2050 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2050 Fund– Class L
Great-West SecureFoundation^® Lifetime 2055 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2055 Fund– Class L
Great-West SecureFoundation^® Lifetime 2060 Fund– Investor Class or Service Class	Great-West SecureFoundation^® Lifetime 2060 Fund– Class L
Great-West SecureFoundation^® Balanced Trust	Great-West SecureFoundation^® Balanced Fund– Class L
Great-West SecureFoundation^® Lifetime 2020 Trust	Great-West SecureFoundation^® Lifetime 2020 Fund– Class L

~~• Hardship Waiver, as applied to a surrender, due to a terminal illness or being confined to a nursing home or hospital for an extended period of time.~~9

• ~~Partial~~ ~~withdrawals~~Table ~~taken~~of ~~as required minimum distributions (RMDs) under the Internal Revenue Code from a Qualified IRA Annuity Contract or from a Contract held in an IRA Account.~~Contents

Death Benefit

Great-West SecureFoundation^® Lifetime 2025 Trust	Great-West SecureFoundation^® Lifetime 2025 Fund– Class L
Great-West SecureFoundation^® Lifetime 2030 Trust	Great-West SecureFoundation^® Lifetime 2030 Fund– Class L
Great-West SecureFoundation^® Lifetime 2035 Trust	Great-West SecureFoundation^® Lifetime 2035 Fund– Class L
Great-West SecureFoundation^® Lifetime 2040 Trust	Great-West SecureFoundation^® Lifetime 2040 Fund– Class L
Great-West SecureFoundation^® Lifetime 2045 Trust	Great-West SecureFoundation^® Lifetime 2045 Fund– Class L
Great-West SecureFoundation^® Lifetime 2050 Trust	Great-West SecureFoundation^® Lifetime 2050 Fund– Class L
Great-West SecureFoundation^® Lifetime 2055 Trust	Great-West SecureFoundation^® Lifetime 2055 Fund– Class L
Great-West SecureFoundation^® Lifetime 2060 Trust	Great-West SecureFoundation^® Lifetime 2060 Fund– Class L

IfYour annew ~~Owner dies~~Covered ~~before~~Fund ~~the~~Value ~~Payment~~after ~~Period,~~the weIRA rollover will ~~pay~~initially equal the ~~Death~~Covered ~~Benefit~~Fund toValue ~~your~~as ~~Beneficiary.~~of ~~The~~the ~~Death~~date ~~Benefit~~of isthe ~~equal~~rollover. toWe ~~the~~will ~~greater~~calculate ofyour ~~the~~Guarantee ~~Contract~~Benefit ~~Value~~Fee oras ~~the~~a ~~Purchase~~specified ~~Payment~~percentage ~~adjusted~~of ~~for~~your ~~withdrawals.~~Covered Fund Value.

7THE ACCUMULATION PHASE

~~RISK~~As ~~FACTORS~~stated previously in this prospectus, the Certificate has three phases: an “Accumulation Phase,” “GAW Phase,” and “Settlement Phase.” The Accumulation Phase is described in the following section of this prospectus.

~~There~~The ~~are~~Accumulation aPhase ~~number~~is the period of ~~risks~~time between ~~associated~~the ~~with~~Certificate Election Date, which is the ~~Contract~~date asyour ~~described~~Certificate ~~below.~~is ~~You~~issued ~~should~~by ~~carefully~~Great-West, ~~consider~~and the ~~following~~first ~~factors~~day of the GAW Phase. During this Phase, inyou ~~addition~~will toestablish ~~the~~your ~~other information~~Benefit ~~set~~Base ~~forth~~which inwill ~~the~~be ~~prospectus,~~used ~~prior~~later to ~~purchasing~~determine the ~~Contract.~~amount of your GAWs.

~~Risk~~Covered ofFund ~~Loss~~ Value

~~There~~Your isCovered aFund ~~risk~~Value ofis ~~substantial~~the ~~loss~~aggregate value of ~~your~~the ~~principal~~shares ~~depending~~in ~~upon~~each ~~the~~Covered ~~Strategy(ies)~~Fund toheld ~~which~~in ~~you~~your ~~allocated~~Account. If your ~~Contract~~Covered Fund Value. ~~Negative~~is ~~Performance~~reduced to zero as a result of Covered Fund performance, the ~~Reference~~ ~~Index~~Guarantee ~~may~~Benefit ~~cause~~Fee, ~~your~~certain ~~Strategy~~other ~~Credit~~fees tothat beare ~~negative~~not ~~after~~directly ~~application~~associated ofwith the ~~Buffer,~~Certificate or Group ~~negative~~Contract ~~down~~( toe.g., ~~the~~IRA ~~amount~~fees, ofcustodian ~~the~~fees, ~~Floor.~~advisory Iffees), ~~the~~and/or ~~selected~~GAWs, ~~Reference~~we ~~Index~~will ~~related~~make toannual apayments ~~Strategy~~to ~~declines,~~ you ~~will~~for ~~bear~~ the ~~portion~~rest of ~~the~~your ~~loss~~life. ~~down~~See to“The Settlement Phase,” below. Your Covered Fund Value also determines the amount of the ~~Floor~~Guarantee orBenefit inFee ~~excess~~we ofdeduct under the ~~Buffer,~~Certificate. asSee ~~applicable.~~“Guarantee Benefit Fee,” below.

~~Liquidity~~Your ~~Risk~~Covered Fund Value is an actual cash value separate from your Benefit Base (which is only used to calculate Installment Payments during the GAW Phase and the Settlement Phase). Your Covered Fund Value and your Benefit Base may not be equal to one another.

We ~~designed~~do ~~the~~not ~~Contract~~increase toor bedecrease ayour ~~long-term~~Covered ~~investment~~Fund Value. ~~that~~Rather, ~~you~~your ~~can~~Covered ~~use~~Fund toValue ~~help~~is ~~build~~increased ~~and~~or ~~provide~~decreased ~~for~~in ~~retirement.~~the Wesame ~~permit~~manner ~~a free annual withdrawal amount~~ that ~~allows~~all ~~you~~mutual tofund ~~withdraw~~values upincrease toor ~~10%~~decrease. ofFor ~~your~~example, ~~Purchase~~reinvested ~~Payment~~dividends, ~~(excluding partial withdrawals for RMDs~~settlements, ifand ~~any)~~positive ~~each~~Covered ~~Contract~~Fund ~~Year,~~performance ~~beginning~~(including incapital ~~Contract~~gains) will ~~Year~~increase 2,your ~~during~~Covered ~~the~~Fund ~~Accumulation Period. However~~Value, ifand ~~you~~fees ~~need~~and toexpenses ~~withdraw~~associated ~~money~~with ~~from~~the ~~your Contract~~Covered inFunds ~~excess~~and ofnegative ~~the~~Covered ~~free~~Fund ~~annual~~performance ~~withdrawal~~(including ~~amount,~~capital ~~the~~losses) ~~withdrawal amount~~ will bedecrease ~~subject~~your toCovered ~~the~~Fund ~~MVA~~Value.

~~Limitation~~Your onCovered Fund Value will also increase each ~~Allocations~~time ~~among~~you ~~Strategies~~purchase additional fund shares, such as by making a Certificate Contribution, and will decrease each time you redeem shares, such as through payment of the Guarantee Benefit Fee or as a result of Distributions, Excess Withdrawals, Installments, and Transfers from a Covered Fund to another investment option offered under the IRA (other than another Covered Fund).

~~You~~Your ~~may~~Covered ~~re-allocate~~Fund ~~your Strategy~~ Value ~~among~~is ~~available~~not ~~Strategies~~affected ~~only~~by ~~on each Contract Anniversary. We may change the~~any ~~Cap~~Ratchet ~~applicable~~or toReset ~~each Strategy effective on your Contract Anniversary. We will send you a letter at least fifteen (15) days before your Contract Anniversary notifying you~~ of ~~your upcoming Contract Anniversary and declaring~~ the ~~new~~Benefit ~~Caps~~Base ~~based on~~(described ~~the available Strategies offered under your Contract~~below).

~~Risks~~Benefit ~~Associated with the Reference Indices~~ Base

~~Because~~Your ~~the~~Benefit ~~S&P~~Base ~~500®~~is ~~Price~~separate ~~Return~~from ~~Index,~~your ~~the~~Covered Fund ~~MSCI~~Value. ~~EAFE~~It ~~Price~~is ~~Return~~not ~~Index, the Russell 2000® Price Return Index, and the NASDAQ-100® Price Return Index are each comprised of~~ a ~~collection~~cash ofvalue. ~~equity securities~~Rather, inyour ~~each~~Benefit ~~case~~Base ~~the value of the component securities~~ is ~~subject~~used to ~~market~~calculate ~~risk,~~Installment orPayments during the ~~risk~~GAW ~~that~~Phase ~~market~~and ~~fluctuations may cause~~ the ~~value~~Settlement ofPhase. ~~the~~Your ~~component~~Benefit ~~securities~~Base ~~to go up or down, sometimes rapidly~~ and ~~unpredictably. In~~your ~~addition,~~Covered ~~the~~Fund ~~value~~Value ~~of equity securities~~ may ~~decline~~ ~~for~~not ~~reasons~~be ~~directly~~equal ~~related~~ to ~~the~~one ~~issuers of the securities~~another.

~~S&P~~On ~~500®~~your ~~Price~~Certificate ~~Return Index. The~~Election ~~S&P~~Date, ~~500®~~the ~~Price~~initial ~~Return~~Benefit ~~Index~~Base is equal ~~comprised~~to ofyour ~~equity~~Covered ~~securities~~Fund ~~issued~~Value byon ~~large-capitalization~~that Udate.S. ~~companies. In~~However, ~~general~~if your initial Certificate Contribution is a rollover from a tax deferred retirement plan, ~~large-capitalization~~your ~~companies~~Benefit Base may beinstead ~~unable to~~equal ~~respond~~the ~~quickly~~benefit tobase ~~new~~you ~~competitive~~had ~~challenges~~under your tax deferred retirement plan. See “IRA Rollovers,” ~~and~~above, ~~also~~for ~~may~~more ~~not~~information. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be ~~able~~transferred to ~~attain~~another Covered Fund unless the ~~high~~covered ~~growth~~Fund ~~rate~~in ofwhich ~~successful~~you ~~smaller~~are ~~companies.~~invested is eliminated or liquidated by us.

~~MSCI~~• ~~EAFE Price~~We ~~Return~~increase ~~Index. MSCI~~your ~~EAFE~~Benefit ~~Price~~Base ~~Return~~on ~~Index~~a ~~is an equity index that captures large and mid~~dollar-~~cap~~for-dollar ~~representation~~basis ~~across~~each ~~developed~~time ~~markets~~you ~~countries~~make ~~around~~a ~~the~~Certificate ~~world~~Contribution. The securities comprising the MSCI EAFE Price Return Index are subject to the risks related to investments in foreign markets (e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty).

Russell 2000® Price Return Index. The Russell 2000® Price Return Index is comprised of equity securities of small-capitalization U.S. companies. In general, the securities of small-capitalization companies may be more volatile and may involve more risk than the securities of larger companies. 10

~~NASDAQ-100®~~ ~~Price Return~~ ~~Index. The~~ ~~NASDAQ-100®~~Table ~~Price Return Index is comprised~~ of equity securities of the largest U.S. and non-U.S. companies listed on The Nasdaq Stock Market, including companies across all major industry groups except the financial industry. To the extent that the NASDAQ-100® Price Return Index is comprised of securities issued by companies in a particular sector, the company’s securities may not perform as well as companies in other sectors or the market as a whole. Also, any component securities issued by non-U.S. companies (including related depositary receipts) are subject to the risks related to investments in foreign markets (e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). Contents

~~Substitution~~• ofWe decrease your Benefit Base on a proportionate basis each time you make an ~~Reference~~Excess ~~Index~~Withdrawal. • On each Ratchet Date (described below), we will increase your Benefit Base to equal your current Covered Fund Value if your Covered Fund Value is greater than your Benefit Base. (If so, your Benefit Base will then reflect positive Covered Fund performance.)

~~There~~A isfew nothings ~~guarantee that a Reference Index will be available for the entire term of your Contract. We have the right~~ to ~~substitute~~keep ain ~~new~~mind ~~Reference~~regarding ~~Index for an original Reference Index if an original Reference Index is discontinued or there is a material change in~~ the Benefit Base:

8• The Benefit Base is used only for purposes of calculating your Installment Payments during the GAW Phase and the Settlement Phase. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value. • It is important that you do not confuse your Benefit Base with the Covered Fund Value. • During the Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated each time you make a Certificate Contribution or Excess Withdrawal, as well as on an annual basis as described below, which is known as your Ratchet Date.

~~calculation~~Subsequent ~~of the original Reference Index. If we add or substitute a Reference Index, we will seek regulatory approval from each applicable state insurance regulator and provide you with~~Certificate ~~written~~Contributions ~~notice of the change. We would attempt~~ to ~~choose~~Your a new Reference Index that has a similar investment objective and risk profile to the original Reference Index. Upon substitution of a Reference Index, we will calculate your Strategy Credit using the original Reference Index up until the date of substitution and the new Reference Index from the date of substitution to the end of the Contract Year. The substitution of a Reference Index will not change the applicable Cap, Floor, or Buffer. However, at your next Contract Anniversary we may offer a higher or lower Cap. Account

NoDuring ~~Ownership~~the Accumulation ofPhase, ~~Underlying~~you ~~Securities~~may make additional Certificate Contributions to the Covered Funds in addition to your initial Certificate Contribution. Subsequent Certificate Contributions can be made by cash deposit (subject to limitations under federal tax law), Transfers, or may include rollovers from other retirement accounts. Additional Certificate Contributions may not be made after the Accumulation Phase ends.

~~You~~All ~~have~~additional noCertificate ~~ownership~~Contributions ~~rights~~made after in the ~~securities~~Certificate ~~that~~Election ~~comprise~~Date awill ~~Reference~~increase ~~Index. Purchasing~~ the ~~Contract~~Benefit isBase ~~not~~dollar-for-dollar ~~equivalent~~on tothe ~~purchasing~~date ~~shares in a mutual fund that invests in securities comprising~~ the ~~Indices~~Certificate ~~nor~~Contribution is ~~it equivalent to directly investing in such securities~~made. ~~You~~We will not ~~have~~consider ~~any~~the ~~ownership~~additional ~~interest~~purchase orof ~~rights~~shares inof ~~the~~a ~~securities,~~Covered ~~such~~Fund asthrough ~~voting~~reinvested ~~rights~~dividends, ~~or the right to receive~~capital ~~dividend payments~~gains, and/or ~~other~~settlements ~~distributions.~~to ~~Further,~~be ~~if the performance of~~ a ~~Reference~~Certificate ~~Index~~Contribution. ~~is greater than your applicable Cap~~However, ~~the~~they ~~Strategy Credit that you receive~~ will beincrease ~~lower than~~ the ~~gain~~Covered ~~you~~Fund ~~would have received on an investment in a mutual fund or exchange traded fund designed to track the performance of the selected Reference Index~~Value.

~~Market~~Great-West ~~Value~~reserves ~~Adjustment~~the ~~Risk~~right to refuse additional Certificate Contributions at any time and for any reason. Exercising this right may limit your ability to increase your Benefit Base by making additional Certificate Contributions. If Great-West refuses additional Certificate Contributions, you will retain all other rights under the Certificate.

AnRatchet ~~MVA~~Date ~~may~~Adjustments ~~apply~~ to ~~partial withdrawals, surrenders or other transactions prior to~~ the ~~Payment~~Benefit Period. The MVA protects us from the risk of loss due to a change in interest rates if we need to liquidate fixed income securities and derivative instruments used to support the guarantees under your Contract. The MVA may be negative, positive or result in no change. You bear the risk that the MVA may reduce the amount you receive. Base

~~Company’s~~During ~~Investments~~the ~~Supporting~~Accumulation Phase, the ~~Contract~~Benefit Base will be evaluated and, if necessary, adjusted on an annual basis. This is known as the Ratchet Date and it occurs on the anniversary of the Certificate Election Date. It is important to be aware that even though your Covered Fund Value may increase throughout the year due to dividends, capital gains, or settlements from the underlying Covered Fund, the Benefit Base will not similarly increase until the next Ratchet Date. Unlike Covered Fund Value, your Benefit Base will never decrease solely due to negative Covered Fund performance.

On each orRatchet ~~around the Effective~~ Date, weduring ~~invest~~ the ~~majority~~Accumulation of the Purchase Payments in fixed income securities and the remaining portion in derivative instruments that hedge the movements of the Indices. We place the securities and derivate instruments in the Separate Account which we use to support our guarantees to pay Strategy Credit on the Strategies. We purchase the derivative instrumentsPhase, ~~with~~ the ~~intent~~Benefit toBase ~~create~~is aautomatically ~~similar~~adjusted ~~investment~~(“ratcheted”) ~~return relative~~ to the ~~Strategies~~greater ~~offered in your Contract. The fixed income securities support the Contract guarantees.~~ of:

~~The~~(a) ~~Company’s General Account assets are also available, as necessary, to meet~~ the ~~guarantees~~current ~~under~~Benefit ~~the~~Base; ~~Contract~~or as(b) ~~well as our other general obligations. All guarantees under~~ the ~~Contract~~current ~~are~~Covered ~~subject~~Fund ~~to the claims paying ability and financial strength of the Company~~Value. In the event of shortfalls among the assets held in the Separate Account assets relative to the value of guarantees under the Contract, we may transfer assets from the Company’s general account to the Separate Account in certain circumstances. For example, investment portfolio downgrades, or derivative yields that are less than Strategy Credit could cause a shortfall that results in transfers from the General Account.

~~We credit your Strategy Value based on the performance of the Indices and the Crediting~~Example ~~Factor(s) that you select, without regard to the performance~~ of ~~the~~Ratchet ~~fixed~~Date ~~income~~Adjustments ~~securities~~during ~~and derivative instruments held in~~ the ~~Separate~~Accumulation Account. As an Owner of a Contract, you do not participate in the performance of the assets held in the Separate Account and do not have any direct claim on them. However, the performance of derivative instruments may affect the Caps that we offer under the Contract in the future. Period

~~Cybersecurity~~Assume ~~Risk~~the following:

~~Because our~~Benefit ~~business~~Base ison ~~highly~~Certificate ~~dependent~~Election ~~upon~~Date ~~the effective operation~~ (of ~~our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages and susceptible to operational and information security risks~~ ~~resulting~~January ~~from information system failures (e.g., hardware and software malfunctions~~2) ~~and~~= ~~cyber-attacks. These risks include~~$100, among other things, the theft, misuse, corruption, and destruction of data maintained online or digitally, denial of service on our website and other operational disruption, and unauthorized release of confidential Owner information. Such system failures and cyber-attacks affecting us, the Indices, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, system failures and cyber-attacks may interfere with our processing of Contract transactions, including the processing of Transfer Requests, impact our ability to calculate Strategy Values, cause the release and possible destruction of confidential Owner or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines, litigation, and financial losses and/or cause reputational damage. Cyber security risks may also impact the underlying securities in which the Indices invest, which may cause the Indices in your Contract to lose value. There can be no assurance that we, the Indices, or our service providers will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future. 000

9Covered Fund Value on Certificate Election Date = $100,000

~~Our~~Increase ~~Credit~~in ~~Risk~~Covered Fund Value due to Dividends and Capital Gains paid July 1 = $5,000

~~Only~~Covered weFund ~~have~~Value the legal obligation to pay amounts owed under the Contract. The guarantees provided under the Contract are supported by the assets held in the Separate Account as well as our general account assets, which are subject to the claims of all our creditors. Our ability to fulfill our obligations under the Contract is subject to our financial strength and claims-paying ability, and there is a risk that we may default on ~~those~~July ~~guarantees.~~1 ~~You~~= ~~should look to the financial strength of the Company for its claims-paying ability. You may obtain additional information on our financial condition by reviewing our financial statements.~~ $105,000

~~Although~~Benefit ~~economic~~Base ~~conditions~~on ~~both~~July ~~domestically~~1 ~~and~~= ~~globally have continued to improve since the financial crisis in 2008~~$100, we remain vulnerable to market uncertainty and continued financial instability. Conditions in the global capital markets and economy could deteriorate in the future and affect our financial position and level of earnings from our operations. 000

~~Beginning~~No inother ~~the~~Certificate ~~second~~Contributions, ~~half of 2007~~Dividends, or ~~markets~~Capital inGains ~~the~~are ~~United~~paid ~~States and elsewhere experienced extreme volatility and disruption due in part~~ to the ~~financial stresses~~Account ~~affecting~~for the ~~liquidity~~rest of the ~~banking system and the financial markets~~year. This volatility and disruption reached unprecedented levels in late 2008 and early 2009. The United States entered a severe recession and recovery was slow with long-term high unemployment rates and lower average household income levels. One of the strategies used by the U.S. government to stimulate the economy has been to keep interest rates low and increase the supply of United States dollars. While these strategies have appeared to have had positive effects, any future economic downturn or market disruption could negatively impact our ability to invest our funds.

~~Specifically,~~Covered ifFund ~~market~~Value ~~conditions~~on ~~deteriorate~~January in2 of the ~~future:~~following year = $105,000

•So, ~~our~~because ~~investment~~the ~~portfolio~~Covered ~~could~~Fund ~~incur~~Value ~~other~~is greater than ~~temporary~~the ~~impairments;~~Benefit Base on the Ratchet Date (January 2 of the following year), the Benefit Base is adjusted to $105,000 effective January 2.

• due to potential downgrades in our investment portfolio, we could be required to raise additional capital to sustain our current business in force and new sales of our annuity products, which may be difficult in a distressed market. If capital would be available, it may be at terms that are not favorable to us; or11

• ~~our~~ ~~liquidity~~Table ~~could~~of ~~be negatively affected and we could be forced to further limit our operations and our business could suffer, as we need liquidity to pay our policyholder benefits and operating expenses.~~Contents

~~Governmental~~Excess ~~initiatives~~Withdrawals ~~intended~~During tothe ~~improve global and local economies that have been adopted may not be effective and, in any event, may~~Accumulation be accompanied by other initiatives, including new capital requirements or other regulations that could materially affect our results of operations, financial condition and liquidity in ways that we cannot predict. Phase

WeBecause ~~are~~the ~~subject~~Certificate tois ~~extensive~~held ~~laws and regulations that are administered and enforced by a number of different regulatory authorities including state insurance~~in ~~regulators,~~your ~~the National Association of Insurance Commissioners (“NAIC”) and the Securities and Exchange Commission (“SEC”). Some of these authorities are considering~~IRA, oryou may inmake ~~the~~withdrawals ~~future consider enhanced~~ or ~~new~~change ~~regulatory requirements~~your ~~intended~~Account toinvestments ~~prevent~~at ~~future~~any ~~crises~~time orand ~~otherwise~~in ~~assure~~any ~~the~~amount ~~stability~~that ofyou ~~institutions~~wish, ~~under~~subject ~~their supervision. These authorities may also seek~~ to ~~exercise~~any ~~their~~federal ~~supervisory~~tax ~~or enforcement authority in new or more robust ways~~limitations. ~~All~~During ofthe ~~these possibilities~~Accumulation Phase, ~~if they occurred~~however, ~~could~~any ~~affect~~withdrawals ~~the~~or ~~way~~Transfers wefrom ~~conduct~~your ~~our~~Covered ~~business~~Fund Value ~~and~~will ~~manage~~be ~~our~~categorized ~~capital,~~as ~~and~~Excess ~~may~~Withdrawals. ~~require~~Any uswithdrawals to satisfy ~~increased~~your ~~capital~~required ~~requirements,~~distribution ~~any~~obligations ofunder ~~which~~the inCode ~~turn~~will ~~could~~be ~~materially~~considered ~~affect~~an ~~our~~Excess ~~results~~Withdrawal ofif ~~operations,~~taken ~~financial condition~~during ~~and~~the ~~liquidity.~~Accumulation Phase.

WeYou ~~face~~should ~~potential~~carefully ~~competition~~consider ~~from~~the ~~companies~~effect ~~that~~of ~~have~~an Excess ~~greater~~Withdrawal ~~financial~~on ~~resources,~~both ~~broader~~the ~~arrays~~Benefit ofBase ~~products,~~and ~~higher~~the ~~ratings and~~Covered ~~stronger~~Fund ~~financial~~Value ~~performance~~during the Accumulation Phase, ~~which~~as this may ~~impair~~affect ~~our~~your ~~ability~~future benefits under the Certificate. In the event you decide to ~~attract~~take ~~new~~an ~~customers~~Excess ~~and~~Withdrawal, ~~maintain~~as ~~our~~discussed ~~profitability~~below, ~~and~~your Covered ~~financial~~Fund ~~strength~~Value will be reduced dollar-for-dollar in the amount of the Excess Withdrawal. ItThe ~~may~~Benefit ~~also~~Base ~~impair~~will ~~our~~be ~~ability~~reduced toat ~~retain~~the ~~customers~~time ~~which~~the ~~could~~Excess ~~increase~~Withdrawal ~~surrenders~~is ~~and~~made ~~impact profitability~~by ~~and~~the ~~financial~~ratio ~~strength~~of the Covered Fund Value after the Excess Withdrawal reduction is applied. Accordingly, your Benefit Base will be reduced by more than the amount of the withdrawal when your Benefit Base is greater than your Covered Fund Value, which is likely to occur after periods of negative market performance.

WeExample ~~operate in a highly competitive industry. Many~~ of ~~our competitors are substantially larger and enjoy~~Effects substantially greater financial resources, claims-paying ability and financial strength, broader and more diversified product lines and more widespread distribution relationships. Our annuity products compete with fixed indexed, traditional fixed rate and variable annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other investment and retirement funding alternatives offered by asset managers, banks and broker-dealers. Our annuity products also compete with products of ~~other~~an ~~insurance~~Excess ~~companies,~~Withdrawal ~~financial~~taken ~~intermediaries~~during ~~and~~the ~~other~~Accumulation institutions based on a number of factors, including crediting rates, policy terms and conditions, service provided to distribution channels and policyholders, ratings, reputation and distribution compensation. Period

~~Our~~Assume ~~ability to compete will depend in part on rates of interest credited to policyholder account balances or~~ the parameters governing the determination of index credits which is driven by our investment performance. We will not be able to accumulate and retain assets under management for our products if our investment results underperform the market or the competition, since such underperformance likely would result in asset withdrawals and reduced sales. following:

10Covered Fund Value before the Excess Withdrawal adjustment = $50,000

WeBenefit ~~compete~~Base ~~for distribution sources for our products. We believe that our success in competing for distributors~~= ~~will depend on factors such as our financial strength~~$100, the services we provide to, and the relationships we develop with these distributors, and offering competitive commission structures. Our distributors will generally be free to sell products from whichever providers they wish, which makes it important for us to continually offer distributors products and services they find attractive. If our products or services fall short of distributors’ needs, we may not be able to establish and maintain satisfactory relationships with distributors of our annuity products. Our ability to compete will also depend in part on our ability to develop innovative new products and bring them to market more quickly than our competitors. In order for us to compete in the future, we will need to continue to bring innovative products to market in a timely fashion. Otherwise, our revenues and profitability could suffer. 000

~~Other~~Excess ~~Information~~Withdrawal amount: $10,000

You should be aware of various regulatory protections that do and do not apply to the Contract. Your Contract is registered with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933. The issuance and sale of your Contract must be conducted in accordance with the requirements of the Securities Act of 1933. In additionSo, ~~the Company is subject to applicable periodic reporting requirements and other requirements imposed by the Securities Exchange Act of 1934.~~

~~Neither~~Covered ~~the~~Fund ~~Company~~Value ~~nor~~after ~~the~~adjustment ~~Separate~~= ~~Account is registered as an investment company. Furthermore~~$50,000 ~~the Company is not an investment adviser and does not~~- ~~provide investment advice to you in connection with the Contract. Therefore~~$10,000 ~~the~~= ~~protections provided by the Investment Advisers Act of 1940 and the Investment Company Act of 1940 are not applicable with respect to the Contract or our sale of it to you.~~ $40,000

~~The~~Covered ~~Contract~~Fund isValue adjustment ~~filed~~= ~~with~~$40,000/$50,000 ~~and~~= ~~approved by each state in which the Contract is offered~~0. ~~State insurance laws provide a variety of regulatory protections.~~ 80

~~THE~~Adjusted ~~CONTRACT~~Benefit Base = $100,000 x 0.80 = $80,000

~~The~~Types Contract is a single premium deferred index-linked annuity. The Contract may be individually or jointly owned. Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of ~~state~~Excess law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of certain features. This prospectus describes the material rights and obligations of an Owner. It also sets forth the maximum fees and charges for all contract features and benefits. All material state variations to the Contract are disclosed in the attached Appendix B, as well as state variations to the Right to Cancel. You should read and retain your Contract, amendments, and/or endorsements along with a copy of this Prospectus. Withdrawals

~~The~~All ~~Contract~~Distributions ~~has~~and ~~two~~Transfers ~~periods:~~during an the Accumulation ~~Period~~Phase, ~~and~~including aTransfers ~~Payment~~from ~~Period.~~one ~~During~~Covered ~~the~~Fund ~~Accumulation~~to ~~Period~~another, ~~the~~are ~~Strategy~~treated ~~Value~~as ~~accrues~~Excess ~~Strategy~~Withdrawals. ~~Credit~~An onExcess ~~a tax-deferred~~Withdrawal ~~basis~~will ~~based~~reduce onyour ~~the~~Benefit ~~performance~~Base ofand ~~the~~Covered ~~Reference~~Fund ~~Indices associated with the Strategies~~Value. ~~You~~A ~~will~~Distribution beoccurs ~~taxed~~when onmoney ~~Contract~~is ~~gains~~paid ~~when~~to you ~~make~~from athe ~~withdrawal~~Covered Fund orValue. ~~receive~~A ~~Income~~Transfer ~~Payments.~~occurs ~~Contract~~when ~~withdrawals~~you ~~are~~transfer ~~subject~~money tofrom ~~application~~a ~~of Strategy~~Covered ~~Credit~~Fund ~~and~~to ananother ~~MVA~~IRA ~~adjustment~~investment. ~~The~~A ~~Payment~~Transfer ~~Period~~will ~~commences~~occur ~~when~~even if you ortransfer amoney ~~designated~~from ~~payee~~one ~~begin~~Covered ~~receiving~~Fund ~~Income~~to ~~Payments~~a ~~under~~different ~~the~~Covered ~~Contract.~~Fund ~~During~~in ~~the~~your ~~Payment~~IRA. ~~Period,~~If you ~~can~~Transfer ~~choose~~any ~~among~~amount ~~income~~out ~~plans (“Annuity Payment Options”)~~of ~~offered~~out ~~under~~of the ~~Contract.~~Great-West ~~Income~~SecureFoundation® ~~Payments~~Balanced ~~will~~Fund ~~start~~or on the ~~Annuity~~Great-West ~~Commencement~~SecureFoundation® ~~Date~~Lifetime ~~and~~Funds ~~continue~~after ~~based~~the onGuarantee ~~the~~Trigger ~~Annuity~~Date, ~~Option~~then you ~~elect.~~will ~~The~~be ~~Contract~~prohibited ~~offers~~from ~~Annuity~~making ~~Payment~~any ~~Options~~Transfers ~~based~~into on the ~~life~~same ofCovered ~~the~~Fund ~~Annuitant~~for orat ~~Joint~~least ~~Annuitant or on any~~ninety ~~other~~(90) ~~basis~~calendar ~~acceptable to the Company~~days. ~~The Payment Period ends when we make the last Income Payment under your selected Annuity Option.~~

Note: The Certificate ~~Purchasing~~does ~~the~~not ~~Contract~~require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at (866) 317-6586 for information about your Benefit Base.

~~The~~Treatment ~~maximum~~of ~~issue~~a ~~age~~Distribution ~~for~~During ~~this~~the ~~Contract is age 90.~~ Accumulation Phase

WeAt ~~offer~~ the ~~this~~time ~~Contract on a continuous basis to customers~~ of ~~registered~~any ~~investment~~partial ~~advisers,~~or periodic ~~brokerage firms~~Distribution, ~~and~~if ~~their~~the ~~affiliated~~Covered ~~insurance~~Person ~~agencies. Contracts~~is ~~are~~55 ~~sold~~years inof ~~those~~age ~~states~~or ~~where~~older, ~~the~~you ~~Contract~~ may beelect ~~lawfully~~to ~~sold~~begin bythe ~~licensed~~GAW ~~insurance~~Phase ~~agents~~(as ~~who~~described ~~are~~below) ~~registered~~and ~~representatives.~~begin ~~Any~~receiving ~~eligible~~GAWs ~~broker/dealers~~at ~~will~~that betime. ~~registered~~If asyou ~~broker/dealers~~choose ~~under~~not ~~the~~to ~~Securities~~begin ~~Exchange Act of 1934, as amended (~~the ~~“Exchange~~GAW ~~Act”)~~Phase, ~~and members of~~ the ~~Financial~~Distribution ~~Industry~~will ~~Regulatory~~be ~~Authority~~treated ~~(“FINRA”).~~as an ~~GWFS~~Excess ~~Equities,~~Withdrawal ~~Inc.,~~and anwill ~~affiliated~~reduce ~~broker/dealer~~your ofCovered ~~the~~Fund ~~Company,~~Value ~~may~~and ~~also~~your ~~offer~~Benefit ~~the~~Base ~~Contract~~(as ~~directly~~described ~~to you~~above).

ToIf ~~purchase~~the ~~this~~Covered ~~Contract,~~Person ~~you~~is ~~must~~not ~~submit~~yet an55 ~~application~~years toold, ~~your registered representative. Your registered representative will~~ then ~~send us your completed~~ ~~application~~any ~~and~~partial ~~Purchase~~or ~~Payment.~~periodic ~~Once~~Distribution ~~we receive your Purchase Payment and all necessary information in Good Order, we~~ will ~~begin~~be ~~the~~treated ~~process~~as ofan ~~issuing~~Excess ~~the~~Withdrawal ~~Contract.~~as Wedescribed ~~reserve the right to reject any application~~above.

11Any Distribution made during the Accumulation Phase to satisfy any contribution limitation imposed under federal law will be considered an Excess Withdrawal at all times. You should consult a qualified tax advisor regarding contribution limits and other tax implications.

~~Currently,~~Death During the ~~Contract~~Accumulation is available for purchase as a Qualified Contract, either an IRA or Roth IRA, or as a Non-Qualified Contract. In addition, you may purchase a Non-Qualified Contract through an IRA Account (including SEP and SIMPLE IRAs), or a Roth IRA Account. Phase

~~Generally~~If ~~you can exchange one annuity contract for another in~~ a ~~tax-free~~GLWB ~~exchange~~Elector ~~under~~dies ~~Section 1035~~during of the ~~Code. Before making an exchange~~Accumulation Phase, ~~you~~then ~~should compare~~we ~~both~~will ~~annuity~~terminate ~~contracts~~the ~~carefully.~~Certificate Ifand ~~you~~pay ~~exchange another annuity for~~ the ~~one~~Covered ~~described~~Fund inValue ~~this prospectus, you might have~~ to ~~pay~~the aBeneficiary ~~withdrawal~~in oraccordance ~~surrender~~with ~~charge on~~ the ~~existing~~terms ~~contract.~~of ~~You~~the ~~should~~IRA ~~not~~(unless ~~exchange~~an ~~another~~election ~~annuity~~is ~~contract~~made ~~for this~~by ~~Contract~~a ~~unless~~Beneficiary ~~you~~that ~~determine,~~is ~~after~~the ~~knowing~~spouse ~~all~~of the ~~facts~~GLWB ~~and~~Elector). ~~consulting~~A aBeneficiary ~~tax~~that ~~advisor,~~is asthe spouse ~~necessary,~~of ~~that~~ the ~~exchange~~GLWB isElector inmay ~~your~~choose ~~best~~either ~~interest.~~ to:

~~Right to Cancel Period~~ 12

~~After~~ ~~you~~ ~~receive~~Table ~~your~~of ~~Contract, you may examine it for at least 10 days or longer if required by your state law, during which time you may cancel your Contract for any reason by delivering or mailing it postage prepaid to:~~ Contents

~~Great-West~~• ~~Life &~~become ~~Annuity~~a ~~Insurance~~new ~~Company~~GLWB Elector and maintain the deceased GLWB Elector’s current Benefit Base (or proportionate share if multiple Beneficiaries) as of the date of death; or • to establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date of the deceased GLWB Elector’s death.

~~Annuity~~In ~~Administration~~either situation, the spouse Beneficiary shall become a GLWB Elector and the Ratchet Date will be the date when his or her Account is established.

~~8515~~A ~~East~~Beneficiary who is not the spouse of the GLWB ~~Orchard~~Elector ~~Road~~cannot elect to maintain the current Benefit Base, ~~8T2~~but may elect to establish a new Account. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established.

~~Greenwood~~To ~~Village~~the extent to that the Beneficiary becomes a GLWB Elector, COhe ~~80111~~or she will be subject to all terms and conditions of the Certificate, the IRA Contract, and the Code. Any election made by Beneficiary pursuant to this section is irrevocable.

IfTHE ~~you~~GAW purchase the Contract as a Qualified IRA Annuity or hold it an IRA Account, Federal law requires that we refund your Purchase Payment. Some states also require us to return your Purchase Payment on the exercise of your right to cancel the Contract. If we are required to return your Purchase Payment on the exercise of your right to cancel the Contract, we will allocate your Purchase Payments to a fixed investment option that guarantees a minimum interest rate of 1% during the Right to Cancel Period. Otherwise, we will allocate your Purchase Payment to the Strategy(ies) that you select. PHASE

~~Ownership~~The GAW Phase begins when you elect to receive GAWs under the Certificate. The GAW Phase continues until the Covered Fund Value reaches zero and the Settlement Phase begins.

~~Owner~~The ~~means~~GAW ~~the person~~Phase ~~entitled~~cannot tobegin ~~the~~until ~~ownership~~all ~~rights~~Covered Persons ~~under~~attain ~~the~~age ~~Contract,~~55 asand ~~named~~are ineligible ~~the~~to ~~application.~~begin ~~The~~distributions ~~Owner~~under ~~names~~ the ~~Annuitant~~IRA orand ~~Joint~~the ~~Annuitants~~Code. IfThe ~~Joint~~Code ~~Owners~~generally ~~are~~permits ~~named,~~distributions asfrom ~~permitted~~IRAs ~~for~~at ~~Non-Qualified~~any ~~Contracts~~time ~~only,~~(subject ~~all references~~ to ~~Owner~~a ~~shall~~penalty ~~mean Joint~~tax ~~Owners.~~in ~~Joint~~some ~~Owners~~cases), ~~must be one another’s Spouse~~ as ofdo ~~the~~most ~~Effective~~(but ~~Date~~not ~~and~~all) ~~must both be natural persons~~IRAs. ~~Any~~Installments ~~change~~will innot begin ~~Owner~~until isGreat-West ~~subject~~receives toappropriate ~~our acceptance~~ and wesatisfactory ~~reserve~~information ~~the~~about ~~right to reject an ownership change request on a non-discriminatory basis. If accepted,~~ the ~~change~~age ~~will take effect as~~ of the ~~date~~Covered ~~the~~Person(s) ~~written~~in ~~Request~~good isorder ~~signed~~ and ~~received by us~~ in ~~Good~~manner ~~Order,~~reasonably ~~unless~~satisfactory ~~you~~to ~~specify a certain date~~Great-West.

~~The~~In ~~Owner~~order ~~must~~to beinitiate ~~age~~the 90GAW orPhase, ~~younger~~you atmust ~~the~~submit a ~~time~~written ~~the~~Request ~~Contract~~to ~~is issued~~Great-West. ~~The~~At ~~Owner~~that time, you must ~~either~~provide besufficient adocumentation ~~natural~~for ~~person,~~Great-West anto ~~IRA~~determine ~~custodian~~the orage ~~trustee,~~of oreach aCovered ~~Grantor Trust~~Person.

~~Grantor~~Because ~~Trust~~the ~~Owned~~GAW ~~Annuity~~Phase cannot begin until all Covered Persons under the Certificate attain age 55, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See “Accumulation Phase,” above, for more information. No Certificate Contributions may be made to the Covered Fund(s) on and after the Initial Installment Date, which is the date that GAWs begin.

~~While~~Because ~~Contracts~~of ~~owned~~decreasing bylife expectancy ~~non-natural owners are generally not treated~~ as ~~annuities~~you ~~for tax purposes~~age, ~~Grantor~~in ~~Trust-owned~~certain ~~Contracts~~circumstances, ~~may~~the belonger ~~eligible~~you wait to ~~receive~~ ~~tax~~start ~~deferral~~taking inGAWs, ~~accordance~~the ~~with~~less anlikely ~~exception~~it tois ~~the~~that ~~non-natural~~you ~~owner~~will ~~rule~~benefit ~~under~~from ~~the~~your ~~Code~~Certificate. ~~Upon~~On the ~~death~~other ~~of the Grantor~~hand, the ~~Death~~earlier ~~Benefit~~you ~~will~~begin betaking ~~paid~~GAWs, ~~pursuant to~~ the ~~Death~~lower ~~Benefit provisions of~~ the ~~Contract.~~GAW WePercentage ~~allow~~you awill receive ~~Grantor~~and ~~Trust~~therefore tothe ~~be an~~lower ~~Owner~~your ~~only~~GAWs (if itany) ~~either~~will ~~has~~be. aYou ~~single~~should ~~Grantor~~talk ~~who~~to isyour aadvisor ~~natural~~before ~~person~~initiating ~~and~~ the ~~life~~GAW ~~used~~Phase to determine the ~~Death~~most ~~Benefit,~~financially orbeneficial iftime itfor ~~has~~you ~~two Grantors, one of which is the life used~~ to ~~determine~~begin ~~the~~taking ~~Death Benefit, who are one another’s Spouse as of the Effective Date~~GAWs. ~~Consult a tax advisor before naming a Grantor Trust as an Owner.~~

~~IRA Custodian or Trustee Owned Annuity~~ Installments

~~Contracts~~It ~~owned~~is byimportant anthat ~~IRA~~you ~~custodian~~understand orhow ~~trustee~~the ~~are~~GAW is ~~not~~calculated ~~considered~~because ~~owned~~it bywill aaffect ~~non-natural~~the ~~person~~benefits ~~and~~you ~~are~~receive ~~treated~~under asthe anCertificate. ~~IRA~~Once ~~investment subject to~~ the ~~same~~GAW ~~tax~~Phase ~~requirements~~has asbeen ~~any~~initiated ~~other~~and ~~IRA investment. Upon~~ the ~~death~~age of the ~~Underlying~~Covered ~~IRA~~Person(s) ~~Holder~~is verified, ~~the~~we ~~Death Benefit~~ will bedetermine ~~paid to~~ the ~~IRA~~amount ~~pursuant to the Death Benefit provisions~~ of the ~~Contract~~GAW. ~~IRA custodian or trustee owned Contracts receive tax deferral in accordance with the Code provisions governing IRAs.~~

IfTo determine the ~~Owner~~amount isof anthe ~~IRA~~GAW, ~~custodian~~we orwill compare ~~trustee,~~the current Benefit Base to the ~~Underlying~~current ~~IRA Holder~~Covered ~~must~~Fund beValue on the ~~Determining~~Initial ~~Life~~Installment ~~and~~Date. ifIf ~~there~~the ~~are~~Covered ~~two~~Fund ~~Annuitants,~~Value is greater than the ~~Joint~~Benefit ~~Annuitant~~Base, ~~must~~we bewill increase the ~~Underlying~~Benefit ~~IRA~~Base ~~Holder’s~~to ~~Spouse~~equal the Covered Fund Value, and the ~~designated~~GAW ~~Beneficiary~~will ofbe based on the ~~custodial~~increased orBenefit ~~trusteed~~Base ~~account~~amount.

~~Because~~During the ~~Code~~GAW ~~provides~~Phase, ~~IRA~~your ~~holders~~Benefit ~~with~~Base ~~tax~~will receive ~~deferral~~an ~~and~~annual ~~other~~adjustment ~~benefits,~~or “ratchet” just as it did during the ~~Contract~~Accumulation ~~should~~Phase. ~~not~~Your beRatchet ~~purchased~~Date bywill anbecome ~~Underlying~~the ~~IRA~~anniversary ~~Holder~~of ~~solely~~Initial ~~for~~Installment ~~tax deferral~~Date orand ~~other~~will ~~benefits~~no ~~already~~longer ~~provided~~be bythe anniversary of the ~~IRA~~Certificate ~~itself~~Election Date.

12Just like the Accumulation Phase, the Benefit Base will be automatically adjusted on an annual basis, on the Ratchet Date, to the greater of:

~~Beneficiary~~(a) the current Benefit Base; or (b) the current Covered Fund Value.

You may select one or more Beneficiaries. If more than one Beneficiary is selected, they will share equally in any Death Benefit payable unless you indicate otherwise. You may change the Beneficiary any time before the Annuity Commencement Date by a written request, in Good Order, sent to us. 13

~~You~~ ~~may also~~ ~~select~~ ~~one~~Table orof more contingent Beneficiaries. You may change the contingent Beneficiary at any time before the Annuity Commencement Date by written request, in Good Order, sent to us. If one or more primary Beneficiaries are alive within 30 days after the Annuitant’s death, the contingent Beneficiary cannot become the primary Beneficiary and any interest the contingent Beneficiary may have in the Contract will cease. Contents

AYour ~~change~~Benefit ofBase ~~Beneficiary~~is orused ~~contingent~~to ~~Beneficiary~~calculate ~~will take effect as of~~ the ~~date the written request was signed, and received by us in Good Order, unless the~~GAW ~~Owner~~you ~~specifies a later date~~receive. IfHowever, ~~the~~even ~~Owner~~though ~~dies before~~ the ~~written~~Benefit ~~request~~Base is ~~processed~~adjusted annually, ~~the~~your ~~change~~GAW% will ~~take~~not ~~effect~~change ~~as of the date the request was made,~~ unless weyou ~~have already made a payout, the written~~ request ~~was not received by us in Good Order, or we have otherwise taken action on~~ a ~~designation~~Reset ~~or change before receipt or processing~~ of ~~such~~the ~~Request~~GAW%. See “The ~~interest of any Beneficiary who dies before the Owner or the Annuitant will terminate at the death of the Beneficiary and the contingent~~GAW ~~Beneficiary~~Phase—Optional ~~will~~Resets ~~become the Beneficiary. The interest~~ of ~~any Beneficiary who dies at~~ the ~~time~~GAW% ~~of,~~During ~~or within 30 days after~~ the ~~death~~GAW ~~of an Owner or the Annuitant will also terminate if no benefits have been paid to such Beneficiary~~Phase,” ~~unless the Owner otherwise indicates by Request~~below. The benefits will then be paid to the contingent Beneficiary. If no contingent Beneficiary has been designated, then the benefits will be paid as though the Beneficiary had died before the deceased Owner or Annuitant. If no Beneficiary or contingent Beneficiary survives the Owner or Annuitant, as applicable, we will pay the Death Benefit to the Owner’s estate.

~~If the~~It ~~Beneficiary~~ is ~~not~~important ~~the~~to ~~Owner’s~~note ~~surviving~~that ~~Spouse,~~Installments ~~she/he may elect, not later than one year after~~ during the ~~Owner’s~~GAW ~~date~~Phase ofwill ~~death,~~reduce toyour ~~receive~~Covered ~~the~~Fund ~~Death~~Value ~~Benefit~~on ~~in either~~ a ~~single~~dollar-for-dollar ~~lump~~basis, ~~sum~~but orthey ~~payout~~will ~~under~~not ~~any~~reduce ofyour ~~the~~Benefit ~~Annuity Payment Options available under the Contract, provided that:~~ Base.

●Calculation ~~such annuity is distributed in substantially equal installments over the life or life expectancy~~ of ~~the~~Installment ~~Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary; and~~Amount

●The ~~such~~GAW% ~~distributions~~is ~~begin~~based noon ~~later~~the ~~than~~age ~~one~~of ~~year after~~ the ~~Owner’~~Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of ~~death~~the younger Covered Person.

IfThe ~~the~~GAW ~~Company~~is ~~does~~based ~~not receive~~on ~~an election from~~ a ~~non-Spouse~~percentage ~~Beneficiary or substantially equal installments begin later than one year after the Owner’s date~~ of ~~death, then~~ the ~~entire amount must be distributed within five years of the Owner’s date of death. If~~Benefit ~~the~~Base ~~Beneficiary~~pursuant ~~selects~~to ~~payment under an annuity option,~~ the ~~Death~~following ~~Benefit will be determined as of the Annuity Commencement Date.~~ schedule:

If a non-individual entity is entitled to receive benefits upon the Owner’s death, the Death Benefit must be completely distributed within five years of the Owner’s date of death. A Beneficiary or contingent Beneficiary designated irrevocably may not be changed without the written consent of that Beneficiary, or contingent Beneficiary, as applicable, except as allowed by law.

Sole Covered Person		Joint Covered Person
4.0% for life at ages 55-64		3.5% for youngest joint life at ages 55-64
5.0% for life at ages 65-69		4.5% for youngest joint life at ages 65-69
6.0% for life at ages 70-79		5.5% for youngest joint life at ages 70-79
7.0% for life at ages 80+		6.5% for youngest joint life at ages 80+

~~THE~~The ~~STRATEGIES~~GAW will then be calculated by multiplying the Benefit Base by the GAW%. The amount of the Installment equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, as described below.

~~The~~Numerical ~~Reference~~Example ~~Indices~~of GAW Calculation

~~During~~Assume the ~~Accumulation Period, you may allocate your Purchase Payment among the~~ following ~~Reference Indices we currently make available~~:

~~Reference~~Sole ~~Indices~~Covered S&P 500® Price Return Index. The S&P 500® Price Return Index was established by Standard & Poor’s. The S&P 500® Price Return Index includes 500 leading companies in leading industries of the US economy, capturing 75% coverage of U.S. equities. The S&P 500® Price Return Index does not include dividends declared by any of the companies included in this Index. MSCI EAFE Price Return Index. The MSCI EAFE Price Return Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US and Canada. As of the date of this prospectus, the MSCI EAFE consists of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EAFE Price Return Index does not include dividends declared by any of the companies included in this Index.Person

13Age of Covered Person at Initial Installment Date: 60

~~Russell~~Covered ~~2000®~~Fund ~~Price~~Value Return Index. The Russell 2000® Price Return Index was established by Russell Investments. The Russell 2000® Price Return Index measures the performance of the small-cap segment of the US equity universe. The Russell 2000® Price Return Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2= $120,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Price Return Index does not include dividends declared by any of the companies included in this Index. NASDAQ-100® Price Return Index. The NASDAQ-100 Price Return Index® includes 100 of the largest domestic and international non-financial securities listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain securities of financial companies including investment companies. The NASDAQ-100 Price Return Index® does not include dividends declared by any of the companies included in this Index.

~~Addition~~Current orBenefit ~~Substitution~~Base ~~of a Reference Index~~ = $115,000

WeAdjusted ~~have~~Benefit ~~the~~Base ~~right~~at ~~to add or substitute Reference Indices available under the Contract. There is no guarantee that a Reference Index will be available for the~~Initial ~~entire~~Installment ~~term~~Date of= your Contract. We have the right to substitute a new Reference Index for an original Reference Index if an original Reference Index is discontinued or there is a material change in the calculation of the original Reference Index. If we substitute a Reference Index$120, we will seek regulatory approval from each applicable state insurance regulator then provide you with written notice of the change. We would attempt to choose a new Reference Index that has a similar investment objective and risk profile to the original Reference Index. However, any change in Reference Index may affect the Strategy Credit you earn. The selection criteria for a suitable alternative Reference Index include the following: 000*

●GAW% ~~A sufficiently large market in exchange traded and/or over-the-counter options, futures and similar derivative instruments~~ based on Age ~~the~~= ~~index to allow the company to hedge Strategy Credit Rates;~~4.0%

●GAW% ~~The~~x (Adjusted ~~index~~Benefit ~~should~~Base) be= ~~recognized as a broad based index that tracks the U~~4.S.0% ~~stock~~x ~~market~~$120,000 if= ~~it is replacing an index such as the S&P 500 Index; and~~$4,800

●Installment ~~The~~Frequency ~~publisher~~= ofMonthly ~~the~~(12 ~~index~~payments ~~must allow the Company to use the index in the Contract and other materials for a reasonable fee.~~per year)

~~Please~~So ~~note that we may add or substitute a Reference Index associated with the Strategies by sending you written notice at your last known address stating~~GAW/Installment ~~the~~Frequency ~~effective~~= ~~date~~$4,800/12 on= ~~which the Reference Index will be added or substituted. We will send you the notice in the periodic report unless earlier written notice is necessary.~~ $400

~~Crediting~~The ~~Factors~~monthly Installment will be $400

WeNumerical ~~will apply~~Example ~~a Strategy Credit to Strategy Value allocated to a Strategy on each Contract Anniversary based on the performance~~ of ~~the applicable selected Reference Index during the Contract Year, subject to the Crediting Factor that you select which will~~ ~~prescribe~~GAW ~~the applicable Floor or Buffer~~Calculation, ~~and~~Joint ~~Cap.~~Covered Persons

~~For~~Assume ~~each Reference Index,~~ the ~~Contract offers the~~ following ~~Crediting Factors~~:

~~Crediting~~Joint ~~Factors~~Covered ~~available for all Strategies Floor of 0% Floor of -2.5% Floor of -5.0% Floor of -7.5% Floor of -10.0%~~Persons

14Age of primary Covered Person at Initial Installment Date: 65

~~Buffer~~Age of ~~-10.0%~~joint Covered Person at Initial Installment Date: 58

WeYoungest ~~guarantee~~Age ~~that Strategies offering these Floors and the Buffer will be available~~ for ~~each~~Determination ~~Reference Index during the life~~ of ~~your~~GAW: ~~Contract.~~ 58

ACovered ~~Floor~~Fund ~~establishes the maximum amount of negative Strategy Credit that may be applied to the Strategy~~ Value. In= ~~contrast~~$120, the Buffer establishes the amount of negative index performance that we will absorb before we apply a negative Strategy Credit to the Strategy Value. With the exception of the Strategies with a Floor of 0%, the Strategy Credit may be negative if the value of the Reference Index on which the Strategy is based declines. For the Strategies that provide a Buffer, a negative Strategy Credit will apply for any decline in the Reference Index in excess of the Buffer of -10.0%. Theoretically, the Buffer may result in a negative Strategy Credit as high as -90.0% of the Index Value. Consequently, selecting the Crediting Factor that offers the Buffer rather than one of the Crediting Factors that offer a Floor may result in a large negative Strategy Credit during periods of steep declines in the stock market. 000

~~Each~~Current ~~Strategy~~Benefit ~~will~~Base ~~have~~= ~~a corresponding Cap~~$115, which may change each Contract Year. In general, the Cap will be lower for Strategies that offer a Floor or Buffer that provides greater protection from negative Index Performance and higher for Strategies that offer less protection from negative Index Performance. 000

AAdjusted ~~new~~Benefit ~~Cap~~Base ~~for each Strategy will become effective~~ at ~~the~~Initial ~~beginning of each Contract Year. The new Cap may be higher, lower or the same as the previous Cap. We~~Installment ~~will~~Date ~~notify~~= ~~you of the new Caps at least fifteen (15) days prior to your Contract Anniversary. You will have the choice of continuing in the Strategy with the new Cap~~$120, moving your Contract Value to another Strategy with the same Reference Index and a different Crediting Factor or moving your Contract Value to another available Strategy with a different Reference Index. If the new Cap is less than you find acceptable, you must give us notice no later than 2 days prior to your Contract Anniversary. If you do not inform us that you want to move your Contract Value to another Strategy, you will stay in your current Strategy subject to the new Cap for the next Contract Year. 000*

~~Setting~~GAW% ~~the~~based ~~Caps,~~on ~~Floors~~Age ~~and Buffer~~ = 3.5%

~~The~~GAW% ~~Company~~x ~~retains~~(Adjusted Benefit ~~the~~Base) ~~right~~= ~~to change the current Cap at its discretion, subject to the minimum Cap of 1~~3.5%. ~~The~~x ~~Company considers a number of factors when determining whether to make such a change~~$120,000 ~~including,~~= ~~but not limited to~~$4, ~~the following:~~ 200

●Installment ~~changes~~Frequency in= ~~derivative,~~Monthly ~~equity~~(12 ~~and/or~~payments ~~fixed income instrument valuations;~~per year)

●So ~~increases~~GAW/Installment inFrequency ~~hedging~~= ~~costs~~$4,200/12 ~~that~~= ~~have an impact on the Company’s ability to offer the Contract;~~$350

●The ~~derivative~~monthly ~~market~~Installment ~~changes~~will ~~that~~be ~~impact availability and structure of derivative instruments used to hedge market risk associated with the Indices;~~$350

~~● negative fixed income instrument default experience realized by the Company;~~14

● ~~changes~~ inTable ~~Company~~of ~~and/or Contract cost structure due to regulatory or other business management concerns; and~~Contents

●* On ~~unanticipated~~the ~~Owner~~Initial ~~experience~~Installment Date, we compare the current Benefit Base to the current Covered Fund Value. If the Covered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See “Installments,” above.

WeAny ~~manage~~election ~~our~~which ~~obligation~~affects tothe ~~provide~~calculation ~~Strategy~~of ~~Credit in part by trading call~~the ~~and~~GAW ~~put~~is ~~options~~irrevocable. ~~and~~Please ~~other~~consider ~~derivative~~all ~~instruments~~relevant onfactors ~~the~~when ~~available~~making ~~Indices.~~an ~~The~~election ~~costs~~to ofbegin the ~~call~~GAW ~~and~~Phase. ~~put~~For ~~options~~example, ~~and~~an ~~other~~election ~~derivative~~to ~~instruments~~begin ~~vary~~receiving Installments based on ~~market~~a ~~conditions,~~sole ~~and~~Covered wePerson cannot ~~may~~subsequently ~~adjust~~be ~~future~~changed ~~Caps~~to ~~based~~joint onCovered ~~these~~Persons ~~cost~~once ~~changes.~~the ~~You~~GAW ~~bear the~~Phase ~~risk~~has ~~that~~begun. inSimilarly, ~~future~~an ~~Contract~~election ~~Years~~to wereceive ~~may~~Installments ~~reduce~~based ~~the~~on ~~Cap,~~joint ~~which~~Covered ~~will~~Persons ~~reduce~~cannot ~~your~~subsequently ~~opportunity~~be changed to ~~receive~~a ~~positive~~sole ~~Strategy~~Covered ~~Credit.~~Person, Wenor ~~determine~~may the ~~applicable~~beneficiary designation ~~Cap~~of ~~for~~a ~~each~~joint ~~Contract~~election ~~Year~~be ~~at our sole discretion~~changed.

WeInstallment ~~also~~Frequency consider various factors in determining the Floors and the Buffer at the time we issued the Contract, including available investment returns available, the costs of our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economic trends, and competitive factors. We determine the Floor or Buffer at our sole discretion. Options

~~Strategy~~Your ~~Value~~Installment ~~Calculation~~Frequency Options are as follows:

~~On any~~(a) ~~Business~~Annual– ~~Day,~~the ~~your~~GAW ~~Strategy~~will ~~Value~~be ~~for~~paid aon ~~particular~~the ~~Strategy~~Initial isInstallment ~~equal~~Date toand Aeach xanniversary annually, or next business day, thereafter. (1b) +Semi-Annual– Bhalf of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary, or next business day, thereafter. (c) Quarterly– Cone xquarter Dof the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary, or next business day, thereafter. (d) Monthly– one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary, ~~where:~~or next business day, thereafter.

AYou =may ~~Strategy~~Request ~~Base,~~to ~~which~~change ~~equals:~~the Installment Frequency Option starting on each Ratchet Date during the GAW Phase.

●Lump ~~Purchase~~Sum ~~Payment~~Distribution ~~allocated to the Strategy on the Effective Date; or~~Option

●At ~~Thereafter,~~any time during the ~~Strategy~~GAW ~~Value~~Phase, asif ofyou ~~the~~are receiving ~~current~~Installments ~~Strategy~~more ~~Term~~frequently ~~Start~~than ~~Date~~annually, ~~less~~you ~~any~~may ~~subsequent~~elect ~~Strategy~~to ~~Base~~take ~~Withdrawal~~a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

15Numerical Example of Lump Sum Distribution

BAssume = the rate measuring the interim performance of the Reference Strategy since the Strategy Term Start Date, as determined by the Crediting Factor and the performance of the Reference elected Index (“Strategy Credit Rate”), as measured from the Strategy Term Start Date. following:

CGAW = ~~the~~$4,800 ~~Contract~~with ~~Fee~~a ~~Percentage~~monthly ~~that~~distribution ~~is used to calculate the Contract Fee.~~ of $400

D=Three ~~the~~monthly ~~number~~Installments ofhave ~~years~~been made (~~whole~~3 ~~and~~x ~~partial)~~$400 ~~that~~= ~~have elapsed since the Strategy Term Start Date.~~ $1,200)

~~Calculation~~Remaining ofGAW ~~Strategy~~= GAW– ~~Credit~~paid onInstallments ato ~~Contract~~date ~~Anniversary~~= $4,800 - $1,200 = $3,600

~~The~~So, ~~Strategy~~a ~~Credit~~Lump ~~Rate~~Sum ~~for~~Distribution each Strategy is determined using the Floor or Buffer and Cap prescribed by the Strategy you select. More specifically Strategy Credit Rates are calculated using the point-to-point method as the percentage change in the value of ~~the~~$3,600 ~~selected~~may ~~Reference~~be ~~Index from the beginning of the current Contract Year to the end of a Contract Year subject to:~~ taken.

●Suspending ~~The~~and ~~Cap,~~Re-Commencing ~~prescribed~~Installments byAfter ~~the~~a Lump ~~Strategy,~~Sum ~~which is the maximum positive interest rate that we will use in the calculation of Strategy Credit; and~~Distribution

●It ~~Any~~is ~~Floor,~~your responsibility ~~prescribed~~to byRequest the ~~Strategy,~~suspension ~~which~~of is the ~~maximum~~remaining ~~negative~~Installments ~~interest~~that ~~rate~~are ~~that~~scheduled weto ~~will~~be ~~use~~paid induring the ~~calculation~~year ofuntil ~~Strategy~~the ~~Credit~~next Ratchet Date and to re-establish Installments upon the next Ratchet Date, asif applicable;. orIf you choose not to suspend the remaining Installments for the year, an Excess Withdrawal may occur. See “Effect of Excess Withdrawals During the GAW Phase,” described below.

●After ~~Any~~receiving ~~Buffer,~~a ~~prescribed~~Lump bySum ~~the~~Distribution ~~Strategy~~and suspending Installments, ~~which~~you ismust ~~the~~notify ~~maximum~~Great-West ~~decline~~that inyou ~~Index~~wish ~~Value~~to ~~that~~recommence Installment payments for the ~~Company~~next ~~will~~year. ~~absorb~~Great-West must receive notice 30 calendar days before ~~applying~~the anext ~~negative~~Ratchet ~~interest~~Date ~~rate~~that you wish to ~~your~~recommence ~~Strategy~~payments; ~~Value~~otherwise, Great-West will not make any Installments. The Ratchet Date will not change if Installments are suspended.

~~Strategy~~Optional ~~Credit~~Resets ~~is then calculated by multiplying the Strategy Credit Rate times the Strategy Value as~~ of the ~~beginning~~GAW% ofDuring the ~~current Contract Year. The~~GAW ~~Strategy Credit Rate for a Strategy equals:~~ Phase

You may Request, on an annual basis, a Reset of the GAW% during the GAW Phase at least thirty (~~Y/X~~30) –calendar 1days ~~where:~~prior to the Ratchet Date.

XIf =requested, Great-West will multiply the Covered ~~Index~~Fund Value as of the ~~beginning~~Ratchet ofDate by the ~~Contract~~GAW% ~~Year;~~(based on your, or the younger joint Covered Person’s, Attained Age on the Ratchet Date) and determine if it is higher than the current Benefit Base multiplied by the current applicable GAW%. If so, the current GAW% will change to the Attained Age GAW% and the Benefit

~~Y = the Index Value as of the date that Strategy Credit is calculated.~~ 15

An ~~example~~ Table of ~~this calculation for a Strategy limited by a Cap:~~ Contents

~~Floor~~Base =will ~~-10%~~change to the current Covered Fund Value as of the Ratchet Date. If it does not, the Reset shall be void but a Ratchet may still occur. If the Reset takes effect, it will be effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

~~Cap~~If =(Attained 8Age GAW%) x (Covered Fund Value as of Ratchet Date) is greater than (Current GAW%) x (Current Benefit Base) Then (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) becomes new GAW and (Covered Fund Value) = (New Benefit Base)

~~Index~~Numerical ~~Value~~Example atWhen ~~beginning~~Reset ofis ~~Contract Year (X) = 2,000~~ Beneficial

~~Index Value~~Assume atthe ~~time of Strategy Credit calculation (Y) = 2,200~~ following:

Index Performance =		2,200		- 1 = 10% (0.10)
		2,000

Age at Initial Installment Date: 60

~~Strategy~~Attained ~~Credit~~Age: ~~Rate = 8%~~ 70

~~An example~~Covered ofFund ~~this~~Value ~~calculation~~= ~~for a Strategy Credit Rate limited by a Floor:~~ $120,000

~~Floor~~Current =Benefit ~~-10%~~Base = $125,000

~~Cap~~Current ~~= 8~~GAW% before Ratchet Date: 4%

~~Index~~Attained ~~Value~~Age ~~at beginning~~GAW% ofafter ~~Contract~~Ratchet ~~Year~~Date: ~~(X) = 2,000~~ 6%

~~Index~~(Current ~~Value~~GAW%) atx ~~time~~(Current Benefit ofBase) ~~Strategy~~= ~~Credit~~4% ~~calculation~~x ~~(Y)~~ $125,000 = 1$5,~~600~~ 000

Index Performance =		1,600		- 1 = - 20% (-0.20)
		2,000

(Attained Age GAW%) x (Covered Fund Value) = 6% x $120,000 = $7,200

~~Strategy~~So, ~~Credit~~New ~~Rate=~~GAW ~~-10%~~Amount is $7,200

AnNew ~~example~~Benefit ofBase ~~this~~is ~~calculation for a Strategy Credit Rate limited by a Buffer:~~ $120,000

~~Buffer~~New ~~= -10~~GAW% is 6%

~~Cap~~Numerical =Example 8%When Reset is NOT Beneficial

~~Index~~Assume ~~Value~~the ~~at beginning of Contract Year (X) = 2,000~~ following:

~~Index~~Age ~~Value~~ at ~~time~~Initial ofInstallment Date: ~~Strategy Credit calculation (Y) = 1,700~~ 60

Index Performance =		1,700		- 1 = -15% (-0.15)
		2,000

Attained Age: 70

16Covered Fund Value = $75,000

~~Strategy~~Current ~~Credit~~Benefit ~~Rate~~Base = ~~-5%~~ $125,000

~~Another~~Current ~~example~~GAW% ofbefore ~~this calculation for a Strategy Credit Rate limited by a Buffer~~Ratchet: 4%

~~Buffer~~Attained =Age ~~-10~~GAW% after Ratchet Date: 6%

~~Cap~~(Current GAW %) x (Current Benefit Base) = 84% x $125,000 = $5,000

~~Index~~(Attained ~~Value~~age atwithdrawal ~~beginning~~%) ofx ~~Contract Year~~ (XCovered Fund Value) = 26% x $75,000 = $4,500

~~Index~~So, ~~Value~~because at$4,500 ~~time~~is ofless ~~Strategy~~than ~~Credit~~current ~~calculation~~GAW ~~(Y) =~~of 1$5,~~900~~000, no Reset occurs.

Index Performance =		1,900		- 1 = -5% (-0.05)
		2,000

Effect of Excess Withdrawals During the GAW Phase

~~Strategy~~After ~~Credit~~the ~~Rate~~Initial =Installment 0%Date, a Distribution or Transfer, including a Transfer from one Covered Fund to another, that is greater than the GAW will be considered an Excess Withdrawal. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW).

AnIf ~~example~~an ofExcess ~~this~~Withdrawal ~~calculation~~occurs, ~~for~~the aGAW ~~Strategy~~and current ~~Credit~~Benefit ~~Rate~~Base ~~that~~will be adjusted on the next Ratchet Date. When your Benefit Base is ~~not~~greater ~~limited~~than byyour ~~any~~Covered ~~Cap~~Fund Value, ~~Floor~~an orExcess ~~Buffer:~~Withdrawal may reduce your future benefits by more than the dollar amount of the Excess Withdrawal.

~~Buffer~~Numerical =Example ~~-10%~~Effect of Excess Withdrawals During the GAW Phase

~~Cap~~Assume ~~= 8%~~ the following:

~~Index~~Covered Fund Value atbefore ~~beginning~~GAW ~~of Contract Year (X)~~ = 2$55,000

~~Index Value at time of Strategy Credit calculation (Y) = 2,100~~ 16

Index Performance =		2,100		- 1 = 5% (0.05)
		2,000

Table of Contents

~~Strategy~~Benefit ~~Credit~~Base ~~Rate~~ = 5% $100,000

~~You~~GAW%: can find the Strategy Credit applied to your Strategy Value on the annual statement that we will forward to you following your Contract Anniversary. You may also determine the Strategy Credit that has accrued to your Strategy Value after the last Contract Anniversary by calling the Administrative Offices. 5%

~~The~~GAW ~~following~~Amount ~~examples~~= ~~illustrate~~$100,000 ~~how~~x we5% ~~calculate~~= ~~Strategy Credits based on different levels of Reference Index performance. No withdrawals are assumed to~~$5,000 ~~occur under these examples.~~

~~Example~~Total 1annual withdrawal: ~~These~~ ~~examples illustrate us calculate the Strategy Credit for a Strategy with a Floor of 0%.~~ $10,000

Contract Information on Effective Date:
Effective Date:		5/1/16
Contract Anniversary:		5/1/17
Strategy Value (as of 5/1/16):		$100,000
Selected Reference Index:		S&P 500® Price Return Index
Floor:		0%
Cap:		3.50%

So,

		Example 1A – Index Performance is less than the Floor:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,000
		Index Performance:		- 4.76%
		Strategy Credit Rate:		0.00%
		Strategy Credit		$ 0
		Example 1B – Index Performance more than the Floor, but less than the Cap:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,150
		Index Performance:		2.38%
		Strategy Credit Rate:		2.38%
		Strategy Credit		$2,380
		Example 1C – Index Performance more than the Cap:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,200

Excess Withdrawal = $10,000– $5,000 = $5,000

17Covered Fund Value after GAW = $55,000– $5,000 = $50,000

		Index Performance:		4.76%
		Strategy Credit Rate:		3.50%
		Strategy Credit		$3,500

Covered Fund Value after Excess Withdrawal = $50,000– $5,000 = $45,000

~~Example~~Covered 2:Fund ~~These~~Value ~~examples~~Adjustment ~~illustrate~~due ~~how~~to weExcess Withdrawal ~~calculate~~= ~~the~~$45,000/$50,000 ~~Strategy~~= ~~Credit Rate for a Strategy with a Floor of -10%~~0.90

Contract Information on Effective Date:
Effective Date:		5/1/16
Contract Anniversary:		5/1/17
Strategy Value (as of 5/1/16):		$100,000
Selected Reference Index:		S&P 500® Price Return Index
Floor:		-10.00%
Cap:		13.50%

Adjusted Benefit Base = $100,000 x 0.90 = $90,000

		Example 2A – Index Performance is less than the Floor:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$1,800
		Index Performance:		- 14.29%
		Strategy Credit Rate:		- 10.00%
		Strategy Credit		-$10,000
		Example 2B – Index Performance more than the Floor, but less than the Cap:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,300
		Index Performance:		9.52%
		Strategy Credit Rate:		9.52%
		Strategy Credit		$9,520
		Example 2C – Index Performance more than the Cap:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,500
		Index Performance:		19.05%
		Strategy Credit Rate:		13.50%
		Strategy Credit		$13,500

Adjusted GAW Amount (assuming no Benefit Base increase on succeeding Ratchet Date) = $90,000 x 5% = $4,500

~~Example~~Withdrawals ~~3: These~~taken ~~examples~~during ~~illustrate~~the ~~how~~GAW Phase to ~~calculate~~meet required minimum distribution requirements, in the ~~Strategy~~proportion ~~Credit~~of ~~Rate~~ your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the contract limits for ayour ~~Strategy~~Certificate ~~with~~and awill not ~~Buffer~~be oftreated ~~-10%~~as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

Contract Information on Effective Date:
Effective Date:		5/1/16
Contract Anniversary:		5/1/17
Strategy Value (as of 5/1/16):		$100,000
Selected Reference Index:		S&P 500® Price Return Index
Buffer:		-10.00%
Cap:		13.50%

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at (866) 317-6586 for information about your Benefit Base.

		Example 3A – Index Performance is less than the Buffer:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$1,800
		Index Performance:		- 14.29%
		Strategy Credit Rate:		0.00%
		Strategy Credit		- $4,290

Death During the GAW Phase

~~Example~~If 3BYou –Die ~~Index~~After ~~Performance more than~~ the ~~Floor,~~Initial ~~but~~Installment ~~less~~Date ~~than the Cap: Index Value (~~as ofa Sole ~~5/1/16):~~Covered ~~$2,100~~Person

18If you die after the Initial Installment date without a joint Covered Person, the Certificate will terminate and no further Installments will be paid. The remaining Covered Fund Value shall be distributed to the Beneficiaries in accordance with the IRA. If permitted by the IRA and the Code, the GLWB Elector’s Beneficiary may elect to become an Owner in which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the Certificate, the IRA Contract and the Code. This will be a new Certificate Election Date. Any election made by the Beneficiary is irrevocable.

		Index Value (as of 5/1/17):		$2,300
		Index Performance:		9.52%
		Strategy Credit Rate:		9.52%
		Strategy Credit		$9,520
		Example 3C – Index Performance more than the Cap:
		Index Value (as of 5/1/16):		$2,100
		Index Value (as of 5/1/17):		$2,500
		Index Performance:		19.05%
		Strategy Credit Rate:		13.50%
		Strategy Credit		$13,500

If You Die After the Initial Installment Date while Joint Covered Person is Living

WeUpon ~~will~~your death ~~apply~~after ~~Strategy~~the ~~Credit~~Initial toInstallment ~~each~~Date, ~~Strategy~~and onwhile ~~your Contract Anniversary. You can find~~ the ~~Strategy~~joint ~~Credit~~Covered ~~applied~~Person tois ~~your Strategy~~still ~~Value~~living, onthe ~~your~~joint ~~most~~Covered ~~recent~~Person/Beneficiary ~~annual~~may ~~statement~~elect ~~that we will forward~~ to ~~you~~become ~~following~~an ~~each~~Owner ~~Contract~~(if ~~Anniversary.~~permitted ~~You~~by ~~may determine~~ the ~~amount~~IRA ofand ~~Strategy~~the ~~Credit~~Code) ~~that~~and ~~has~~he ~~accrued~~or toshe ~~your~~will ~~Contract~~acquire ~~Value~~all ~~after~~rights ~~the~~under ~~last Contract Anniversary by~~the ~~calling~~Certificate ~~the~~and ~~Administrative~~continue ~~Office.~~to ~~Your~~receive ~~Strategy~~GAW ~~Value~~Installments asbased ofon your ~~Contract~~original ~~Anniversary~~election. ~~after~~Installments ~~the~~may ~~application~~continue ofto ~~Strategy~~be ~~Credit~~paid ~~will~~to ~~equal~~the ~~your~~surviving ~~Strategy~~Covered ~~Value~~Person atbased on the ~~beginning~~GAW% offor ~~the~~joint ~~new~~Covered ~~Contract~~Persons ~~Year.~~as described above.

~~Changes~~Installments will continue to ~~Caps~~be ~~applicable~~paid ~~for~~to ~~New~~the surviving Covered Person until his or her death and the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value on the date of death. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value on the date of death as a lump sum Distribution or can separately elect to become an Owner and will be subject to all terms and conditions of the Certificate, the IRA Contract ~~Year~~and the Code. If the surviving Covered Person elects to separately become an Owner, the date of the election will be the new Ratchet Date.

~~Strategies~~Any ~~with~~election ~~the~~made ~~same~~by ~~Floors and Buffer will be available each Contact Year, but~~ the ~~Cap~~Beneficiary ~~associated with the Floor or Buffer may change. A new Cap will~~is ~~become effective at the beginning of each Contract Year~~irrevocable. The new Cap may be higher, lower or the same as the previous Cap. We will notify you of the new Caps at least fifteen days prior to your Contract Anniversary. You will have the choice of continuing in the Strategy with the new Cap, moving your Contract Value to another Strategy with the same Reference Index and a different Crediting Factor or moving your Contract Value to another available Strategy with a different Reference Index. If you do not inform us that you want to move your Contract Value to another Strategy, you will stay in your current Strategy subject to the new Cap.

~~Automatic~~THE ~~Rebalancer~~SETTLEMENT PHASE

~~Each~~The ~~Contract~~Settlement ~~Anniversary,~~Phase ~~during~~begins when the ~~Accumulation~~Covered Fund ~~Period, we will automatically rebalance your Contract~~ Value ~~among~~has ~~the Strategies~~reduced ~~based~~to onzero ~~your~~as ~~most~~a ~~recent~~result ~~allocation~~of ~~instructions~~negative ~~that~~Covered weFund ~~have on file~~performance, or the ~~allocation~~Guarantee ~~applied~~Benefit onFee, ~~the~~certain ~~Effective~~other ~~Date~~fees ifthat ~~you~~are ~~have~~ not ~~made~~directly ~~any~~associated ~~additional~~with ~~allocation~~the ~~change~~Certificate ~~requests.~~or ~~This~~Group ~~means,~~Contract ~~for example~~(e.g., ~~that if your allocation~~IRA ~~instructions~~fees, ~~require~~custodian ~~that~~fees, ~~50%~~advisory offees), ~~your~~and/or ~~Contract~~GAWs, ~~Value~~but ~~be allocated to~~ the ~~S&P~~Benefit ~~500®~~Base ~~Price~~is ~~Return~~still ~~Index~~positive. ~~and~~It ~~50%~~is ofalso ~~your~~important ~~Contract~~to ~~Value~~understand bethat ~~allocated to~~ the ~~Russell~~Settlement ~~2000®~~Phase ~~Price~~is ~~Return Index, we will transfer your Strategy Values between those Strategies on~~ the ~~Contract~~first ~~Anniversary~~time so that ~~50%~~we ofuse ~~your~~our ~~Contract~~own ~~Value~~money ~~has~~to ~~been~~make ~~allocated~~Installments ~~the~~to ~~S&P~~you. ~~500®~~During ~~Price~~the ~~Return~~GAW ~~Index and 50% of your Contract Value has been allocated to~~ Phase, the ~~Russell~~GAWs ~~2000®~~are ~~Price~~made ~~Return~~first ~~Index~~from ~~following~~your ~~the~~own ~~transfer~~investment.

You may change your allocation of Contract Value among the Strategies and available Crediting Factors on each Contract Anniversary. Any new allocation change request will supersede any prior allocation change requests you made. There are no limits on the number of requests that you can make. However, your latest instructions will take effect on the next Contract Anniversary. Your request must be received at our Administrative Office at least two (2) Business Days prior to your Contract Anniversary for the new instructions to be effective for that Contract Anniversary. If we do not receive your written Request in time for the next Contract Anniversary, your instructions will be effective on the following Contract Anniversary. 17

~~Calculation~~ ~~of Strategy Credits on a~~ ~~Date~~ ~~Other~~Table ~~Than~~of ~~a Contract Anniversary~~ Contents

~~Strategy~~Installments ~~Credits~~continue ~~are~~for ~~also~~your ~~applied~~life onunder ~~a partial withdrawal, Contract surrender,~~ the ~~calculation of Income~~ ~~Payments~~terms ~~or the payment~~ of ~~a Death Benefit. We will calculate Strategy Credits in~~ the ~~same~~Certificate, ~~manner~~but ~~that~~all weother dorights onand ~~each~~benefits ~~Contract~~under ~~Anniversary except that~~ the ~~Index~~Certificate ~~Performance~~ will ~~be measured from the beginning of the current Contract Year to the date of the withdrawal, surrender, annuitization or death, as applicable~~terminate. ~~The~~Installments ~~Strategy Credit Rate~~ will ~~also~~continue ~~reflect~~in ~~a deduction for~~ the ~~portion~~same offrequency ~~the~~as ~~Contract~~previously ~~Fee~~elected, ~~that~~and ~~has~~cannot ~~accrued~~be ~~since~~changed ~~the~~during ~~beginning of~~ the ~~Strategy~~Settlement ~~Term Start Date~~Phase. InIf the ~~case~~Covered ofFund aValue is ~~partial~~less ~~withdrawal,~~than the ~~Strategy~~amount ~~Credit~~of ~~Rate will be multiplied by~~ the ~~amount~~final ~~withdrawn~~Installment ~~from~~in the ~~Strategy.~~GAW ~~All positive or negative adjustments~~Phase, ~~assessed~~Great-West ~~by way of Contract Fee, MVA, or Strategy Credit,~~ will bepay ~~assessed on~~ the ~~amount~~Installment ~~withdrawn~~within ~~and will~~7 bedays ~~reflected~~from in the ~~amount~~Installment ~~you receive (“Net Withdrawal Amount) on your requested withdrawal~~Date. ~~You~~Distributions ~~will~~and ~~find~~Transfers ~~examples~~are ofnot ~~these~~permitted ~~calculations~~during ~~as well as~~ the ~~impact~~Settlement ~~of a partial withdrawal on the remaining Strategy Value in Appendix A~~Phase.

19During the Settlement Phase, the Guarantee Benefit Fee will not be deducted from the Certificate or from the Installments.

~~You~~When ~~can find~~ the ~~Strategy~~last ~~Credit~~Covered ~~applied~~Person todies ~~your~~during ~~Contract Value on your most recent Contract Anniversary in~~ the ~~annual~~Settlement ~~statement~~Phase, ~~that we forwarded to you following~~ the ~~Contract~~Certificate ~~Anniversary.~~will ~~You~~terminate ~~may~~and ~~determine~~no ~~the~~Installments ~~amount~~will ofbe ~~Strategy~~paid ~~Credit that has accrued~~ to ~~your Contract Value after~~ the ~~last Contract Anniversary by calling the Administrative Office~~Beneficiary.

~~FEES &~~EXAMPLES ~~EXPENSES~~OF HOW THE CERTIFICATE WORKS

~~We assess~~A ~~the~~note ~~following~~about ~~fees and charges under~~ the ~~Contract.~~ examples:

~~Contract~~• ~~Fee~~All Certificate Contributions are assumed to be at the end of the year and occur immediately before the next Ratchet Date. • All withdrawals are assumed to be at the beginning of the year and occur on the Ratchet Date. • All positive investment performance of the Covered Fund is assumed to be net of investment management fees. • In all of the examples, you have access to your Covered Fund Value until it is depleted:

We• ~~deduct~~If anyou ~~annual~~die ~~Contract~~before ~~Fee based on~~ the ~~total~~Covered ~~value~~Fund ofValue ~~all~~is depleted, the ~~Owner’s~~remaining ~~interests~~Covered inFund ~~the~~Value ~~Strategy(ies)~~would ~~during~~be ~~the~~available ~~Accumulation~~to ~~Period~~your Beneficiary. ~~The~~• ~~Contract Fee~~If isyou ~~calculated~~need ~~annually~~to attake a ~~rate~~withdrawal ofin ~~1.20%.~~excess ~~The~~of ~~Contract fee is assessed annually beginning on~~ your ~~first~~GAW, ~~Contract~~you ~~Anniversary~~may ~~and~~take onup ~~each~~to ~~Contract Anniversary thereafter. We deduct~~ the ~~Contract~~Covered ~~Fee~~Fund ~~on a pro rata basis~~Value, aswhich awill ~~Strategy~~be ~~Fee,~~considered ~~from the~~an ~~Strategy~~Excess ~~Value of each Strategy that you have selected~~Withdrawal.

IfExample 1– ~~you~~Basic: ~~surrender~~Assume ~~the~~you ~~Contract,~~buy ~~we will calculate~~ the ~~Contract~~Certificate ~~Fee~~at onage a65 ~~pro rata basis as of the surrender date~~ and ~~will~~start ~~assess~~taking ~~the~~GAWs ~~Contract~~in ~~Fee~~annual onInstallments ~~the~~immediately. ~~total~~Also, ~~value~~assume ofthat ~~all~~ the Covered ~~Owner’s~~Fund ~~interest~~Value ~~in the Strategy~~(~~ies)~~net ~~at the time~~ of ~~the~~investment ~~surrender.~~management Wefees) ~~will~~decreases ~~assess~~by ~~the~~10% ~~pro~~in ~~rata Contract Fee, as part of~~ the ~~calculation~~first oftwo ~~each~~years ~~Strategy~~and ~~Value, before~~increases ~~applying~~by ~~any~~5% ~~MVA~~every toyear ~~determine your Surrender Value~~thereafter.

The Contract Fee is intended to compensate us for all the Contract’s benefits, including our contractual guarantees, certain Contract expenses, and assuming the expense risk that the current charges are less than future Contract administration costs. If the Contract Fee is less than these costs and risks, we will bear the loss. If the Contract Fee covers these costs and risks, any excess amount is profit to us. We expect a profit from this fee. Details:

~~Premium~~• ~~Tax~~ Sole Covered Person • Initial Covered Fund Value: $500,000 • GAW Percent: 5% • GAW Amount: $500,000 x 5% = $25,000 • Guarantee Benefit Fee: 0.90% • Changes in Covered Fund Value (net of investment management fees): • Year 1: -10%, Year 2: -10%, Years 3+: 5%

We may be required to pay state Premium Taxes or retaliatory taxes currently ranging from 0% to 3.5% in connection with Purchase Payments or values under the Contract. Depending upon applicable state law, we may deduct charges for the Premium Taxes we incur with respect to your Purchase Payments, from amounts withdrawn, or from amounts applied to a Payment Option. In some states, charges for both direct Premium Taxes and retaliatory Premium Taxes may be imposed at the same or different times with respect to the same Purchase Payment, depending on applicable state law. Result:

~~Other~~• ~~Taxes~~You annually withdraw $25,000 from your Covered Fund until about age 87 when the Covered Fund is depleted: • At age 87 your Covered Fund Value is $9,474. • You withdraw the $9,474 which depletes the Covered Fund and you are now in Settlement Phase. • We provide the remaining $15,526 necessary to make the Installment of $25,000. • We continue to pay Installments of $25,000 each year for your life.

Under present laws, we will incur state or local taxes (in addition to the Premium Tax described above) in several states. No charges are currently deducted for taxes other than Premium Tax. However, we reserve the right to deduct charges in the future for federal, state, and local taxes or the economic burden resulting from the application of any tax laws that we determine to be attributable to the Contract. 18

~~Market~~ ~~Value~~ ~~Adjustment~~Table ~~(MVA)~~of Contents

If during the Accumulation Period, you surrender your Contract or take a partial withdrawal in excess of the free annual withdrawal amount, we will apply the MVA to the amount being surrendered or withdrawn in excess of the free annual withdrawal amount. No MVA will apply after the end of the Accumulation Period. Illustration:

~~The~~Example ~~MVA~~2– ~~has two components~~Ratchet: ~~the~~Assume ~~Strategy~~you ~~Interest~~buy ~~MVA Factor and~~ the ~~Strategy~~Certificate ~~Index~~at ~~MVA~~age ~~Factor.~~55 ~~The~~and ~~total~~start ~~MVA~~taking isGAWs ~~equal~~in toannual ~~the~~Installments ~~sum~~at ofage ~~the two factors~~65. ~~Each MVA Factor may increase~~Also, ~~decrease~~assume orthat ~~not impact~~ the ~~amount~~Covered Fund ~~you~~Value ~~receive~~(net ~~from~~of ainvestment ~~partial~~management ~~withdrawal~~fees) orincreases ~~surrender.~~by ~~You~~5% ~~may~~in ~~lose~~years a1 ~~portion~~through of7, ~~your~~decreases ~~principal~~by ~~due~~10% toin ~~the~~years ~~MVA~~8 ~~and,~~through ~~as such~~11, ~~you agree to bear the investment risk associating with the MVA. You should carefully consider your income~~ and ~~investment~~increases ~~needs~~by ~~before~~5% ~~purchasing the Contract~~thereafter.

~~Term~~ Details:

~~The~~• ~~MVA~~Sole ~~applies~~Covered ~~throughout~~Person ~~the~~• ~~Accumulation~~Initial ~~Period~~Covered Fund Value: $500,000 • GAW Percent: 5% • Guarantee Benefit Fee: 0.90% • Changes in Covered Fund Value (net of investment management fees): • Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%

~~Purpose of the MVA~~ Result:

~~The~~• ~~MVA~~Positive isCovered anFund ~~adjustment~~performance ~~that~~through ~~may~~year be7 ~~made~~results in a Covered Fund Value of $662,407 on your Ratchet Date. • Your Benefit Base Ratchets to $662,407. • Covered Fund Value at the ~~amount~~beginning of ayear ~~withdrawal~~10 inis ~~excess~~$468,552, ofbut GAWs are based on the ~~free~~Benefit ~~annual~~Base, ~~withdrawal~~which ~~amount~~is ~~that you~~$662,407. ~~receive~~• ifGAWs ~~you~~are ~~surrender~~$662,407 x 5% = $33,120. • You annually withdraw $33,120 from your Covered Fund until about age 81 when the ~~Contract~~Covered orFund ~~take~~is adepleted: ~~partial~~• ~~withdrawal.~~At ~~The~~age ~~MVA~~81, your Covered Fund Value is ~~designed~~$13,326. to• You withdraw the $13,326 which depletes the Covered Fund and you are now in Settlement Phase. We provide athe ~~market~~remaining ~~(or~~$19,794 ~~fair)~~necessary ~~value~~to make the Installment $33,120. • We continue to pay Installments of $33,120 each year for your life.

20 Illustration:

approximation of the change in value of the fixed income securities and derivatives instruments supporting the Contract that we must sell to fund the withdrawal from, or surrender of, the Strategy Value greater than the free annual withdrawal amount. The MVA formula is applied consistently across all investment options within the Contract. It is not applied specifically to any assets or derivatives supporting the Contract, but represented the change in market (or fair) value of hypothetical assets that match the guaranteed provided in the Contract. 19

~~The~~ ~~two components of the~~ ~~MVA,~~ ~~the~~Table ~~Strategy Interest MVA Factor and the Strategy Index MVA Factor relate to the two classes~~ of assets that support the Contract: (i) the interest market value adjustment (Interest MVA) approximates changes in the value of the fixed income securities; and (ii) the index market value adjustment (Index MVA) approximates the changes in the value of derivative instruments. Contents

~~The~~Example 3– ~~Interest~~Additional ~~MVA reflects~~Certificate ~~changes~~Contributions: inAssume ~~interest~~you ~~rates.~~buy Inthe ~~general,~~Certificate ifat ~~interest~~age ~~rates~~55 ~~increase,~~and ~~the~~you ~~Interest~~make ~~MVA~~annual ~~will~~Certificate beContributions ~~negative~~of $2,500 ~~and~~until ~~will~~you ~~decrease~~start ~~the~~taking ~~amount~~GAWs ~~you~~in ~~receive~~annual Installments at age 65. ~~Conversely~~Also, ifassume ~~interest~~that ~~rates~~the ~~decrease~~Covered ~~the~~Fund ~~Interest~~Value ~~MVA~~(net ~~will~~of beinvestment ~~positive~~management ~~and~~fees) ~~will~~decreases ~~increase~~by ~~the amount~~5% ~~you~~in ~~receive.~~years 1 through 10 and increases by 5% thereafter.

The Index MVA Factor reflects changes in the value of derivative instruments, which is calculated using an options valuation model called the Black Scholes model. The model uses a variety of market inputs, including the price of the Reference Index, the volatility of the Reference Index price and the time remaining until the date when the option may be exercised to estimate the option’s value at any particular point during the Strategy Term. The Index MVA may be negative even when the value of the Reference Index has increased or a decline in the value of the Referenced Index is within the amount of the applicable Floor or Buffer. Furthermore, the Index MVA always will be less than any increase in the value of the Reference Index. Details:

~~The~~• ~~Index~~Sole ~~MVA~~Covered ~~will~~Person be• ~~zero~~Initial onCovered ~~any Strategy~~Fund ~~Term~~Value: ~~End Date~~$500,000 ~~and~~• ~~will~~Additional ~~not~~Annual ~~result~~Certificate inContributions ~~any~~until ~~adjustment~~GAWs toBegin: ~~withdrawals~~$2,500 ~~taken~~• atGAW ~~the~~Percent: ~~end~~5% of• aGuarantee ~~Strategy~~Benefit ~~Term~~Fee: 0.90% ~~You~~• ~~may~~Changes ~~avoid~~in anCovered ~~Index~~Fund ~~MVA~~Value ~~Factor~~(net ~~adjustment~~of byinvestment ~~taking~~management afees): ~~withdrawal~~• onYears a1 ~~Strategy~~through ~~Term~~10: ~~End~~-5%, ~~Date~~Years or11+: ~~by limiting any withdrawal to the free annual withdrawal amount.~~ 5%

~~Application and Waiver~~ Result:

~~For~~• ~~each~~Poor ~~Strategy,~~Covered weFund ~~will~~performance ~~calculate~~in ~~the~~years ~~MVA~~1 asthrough of10 ~~the~~results ~~date~~in wea ~~receive~~Covered ~~your~~Fund ~~written~~Value ~~Request~~of ~~for~~$291,493 ~~surrender~~at orthe ~~partial~~end ~~withdrawal~~of inyear ~~Good Order~~10. If• Your Benefit Base at the ~~MVA~~end of year 10 is ~~positive~~ $525,000 weas ~~will~~a ~~increase~~result ~~your~~of ~~Surrender~~the ~~Value~~additional orCertificate ~~amount~~Contributions ~~you~~in ~~receive~~years ~~from~~1 athrough ~~partial~~10. ~~withdrawal~~• byGAWs ~~the~~are ~~amount~~$525,000 ofx ~~the~~5% ~~positive~~= ~~MVA~~$26,250. If• ~~the~~You ~~MVA~~annually iswithdraw ~~negative~~$26,250 wefrom ~~will~~your ~~decrease~~Covered Fund until about age 79 when the ~~Surrender~~Covered ~~Value~~Fund oris ~~amount~~depleted: ~~you~~• ~~receive~~At ~~from~~age a79, ~~partial~~your ~~withdrawal~~Covered byFund ~~the amount~~Value ofis $8,316. You withdraw the ~~negative~~$8,316 ~~MVA.~~which Ifdepletes the ~~MVA~~Covered isFund ~~equal~~and toyou ~~one~~are ~~(1),~~now wein ~~will~~Settlement ~~not~~Phase. ~~change~~We provide the ~~Surrender~~remaining ~~Value~~$17,934 ornecessary ~~amount~~to ~~you~~make ~~receive~~the ~~from~~• aInstallment ~~partial withdrawal~~$26,250. ~~For~~• ~~examples~~We continue to pay Installments of ~~these~~$26,250 ~~calculations~~each ~~see~~year ~~Appendix~~for A.your life.

~~The MVA will NOT apply to~~Illustration:

●GUARANTEE ~~free annual withdrawal amounts;~~BENEFIT FEE

●After ayou ~~surrender~~purchase ~~that~~your ~~qualifies~~Certificate, you asare ~~Hardship~~required ~~Waiver~~to ~~such~~pay asthe Guarantee Benefit Fee. The Guarantee Benefit Fee is set forth in your Certificate, and is based on the ~~Nursing~~dollar ~~Home~~amount orof ~~Hospital~~your ~~waiver~~Covered Fund Value (which may be the same as, higher than, or ~~terminal~~lower ~~illness~~than, ~~waiver~~your Benefit Base due to factors that affect your Covered Fund Value between Ratchet Dates, such as ~~described~~Covered inFund ~~this~~performance). ~~prospectus;~~The Guarantee Benefit Fee will be deducted monthly as a separate charge from your Covered Fund and will be paid by redeeming the number of fund shares of your Covered Fund(s) equal to the Guarantee Benefit Fee.

●Pursuant ~~partial~~to ~~withdrawals~~the ~~taken~~terms asof ~~required~~the ~~minimum~~Certificate, ~~distributions~~you have ~~(RMDs)~~agreed ~~under~~to have the ~~Internal~~Covered ~~Revenue~~Fund’s ~~Code~~transfer ~~(IRC)~~agent redeem the appropriate number of Covered Fund shares and transmit the corresponding amount of cash to your IRA custodian. The custodian, asin ~~permitted~~turn, ~~pursuant~~will submit this cash to us as payment of the Guarantee Benefit Fee. We will collect the fee from the custodian on a ~~systematic~~monthly ~~withdrawal~~basis ~~option~~in arrears. We reserve the right to change the frequency of the deduction, but will notify you in writing at least thirty (30) days prior to the change. Because your Benefit Base may not exceed $5,000,000, we ~~provide;~~will not charge the Guarantee Benefit Fee on an amount of your Covered Fund Value that exceeds $5,000,000.

~~● Income Payments during the Payment Period; and~~20

● ~~Partial~~ ~~withdrawals,~~Table ~~including~~of ~~withdrawals to pay Consultant fees associated with the Contract, that produce a Contract Base Withdrawal less than or equal to the free annual withdrawal amount.~~Contents

IfCurrently ~~you~~the ~~elect~~Guarantee Benefit Fee is 0.90% and is subject to ~~begin~~a ~~annuity~~minimum ~~payments,~~of 0.70% and a maximum of 1.50%. This is the guaranteed maximum or minimum Guarantee Benefit Fee we ~~will~~can ~~apply~~ever charge for your Certificate. We may change the ~~MVA~~current fee within this minimum and maximum range at any time upon thirty (30) days written notice to ~~Contract~~you. ~~Value~~We ~~used~~determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, ~~calculate~~interest ~~Income~~rates, ~~Payments~~volatility, investment returns, expenses, mortality, and lapse rates. We ~~will~~reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not ~~apply~~these experience factors change (although we will never increase the ~~MVA~~fee toabove the ~~Income Payments~~maximum ~~you~~or ~~receive~~decrease the fee below the minimum). We do not need any particular event to occur before we may change the Guarantee Benefit Fee.

~~MVA~~The ~~Calculation~~Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial, and other services, and charges imposed by the mutual funds in which you invest.

~~The~~At ~~MVA~~the istime ~~calculated~~we ascalculate the ~~sum~~Guarantee ofBenefit Fee, the ~~Strategy~~Covered ~~MVAs.~~Fund Value may be less than the Benefit Base:

~~For each~~Example ~~Strategy,~~of ~~the~~how ~~Strategy MVA is calculated as A multiplied by~~ the ~~greater~~Guarantee ofBenefit ~~zero~~Fee ~~and~~is BComputed (Covered –Fund CValue xis DLess /Than E,Benefit ~~where:~~ Base)

ADate: ~~= Strategy MVA Factor,~~1/31

BCovered =Fund ~~the~~Value ~~amount~~= ~~of Strategy Base that is withdrawn as a result of the Request for a partial withdrawal (“Strategy Base Withdrawal”)~~$100,000

CBenefit Base = ~~Free Annual Withdrawal Amount as of the date of the Request~~$125, ~~prior to the Request,~~000

DGuarantee =Benefit ~~Strategy~~Fee ~~Base~~= as0.90% ofx ~~the~~Covered ~~date~~Fund Value of/ ~~the Request, prior to the Request, and~~12

EGuarantee =Benefit ~~Contract~~Fee ~~Base~~= as0.90% ~~of the date of the Request~~x $100,000 ~~prior~~/ to12 ~~the~~= ~~Request~~$75.00

21At the time we calculate the Guarantee Benefit Fee, the Covered Fund Value may be greater than the Benefit Base:

~~The~~Example ~~Strategy~~of ~~MVA~~how ~~Factor~~the Guarantee Benefit Fee is ~~calculated~~Computed (Covered asFund AValue +is B,Greater ~~where:~~Than Benefit Base)

ADate: ~~= Strategy Interest MVA Factor, and~~1/31

BCovered =Fund ~~Strategy~~Value ~~Index~~= ~~MVA Factor.~~$130,000

~~The~~Benefit ~~Strategy~~Base ~~Interest~~= ~~MVA Factor is calculated as ((1 + A + B) / (1 + C + D))E- 1~~$125, ~~where:~~ 000

AGuarantee =Benefit ~~[Interest~~Fee ~~MVA~~= ~~Rate~~0.90% 1]x asCovered ~~calculated~~Fund Value on/ ~~the Interest MVA Term Start Date using [Interest MVA Index 1] assuming a term-to-maturity equal to the Interest MVA Term,~~12

BGuarantee =Benefit ~~[Interest~~Fee ~~MVA~~= ~~Rate~~0.90% 2]x $130,000 as/ ~~calculated~~12 on= ~~the Interest MVA Term Start Date using [Interest MVA Index 2],~~$97.50

CThe =Guarantee ~~[Interest~~Benefit Fee ~~MVA~~compensates ~~Rate~~us 1]for ~~as calculated on~~ the ~~date~~costs ofand ~~the~~risks ~~Request~~we ~~using~~assume ~~[Interest~~for ~~MVA~~providing ~~Index 1] assuming a term-to- maturity equal to~~ the ~~number~~Certificate of(including ~~years~~marketing, ~~(whole~~administration, and ~~partial~~profit) ~~from the date of the Request until the Interest MVA Term End Date,~~.

DIf =we ~~[Interest~~do ~~MVA~~not ~~Rate~~receive 2]the Guarantee Benefit Fee (except during Settlement Phase), including as ~~calculated~~a onresult of the ~~date~~failure of ~~the~~your ~~Request~~IRA ~~using~~custodian ~~[Interest~~to ~~MVA~~submit ~~Index~~it 2]to us, ~~and~~the Certificate will terminate as of the date that the fee is due.

EWill =you ~~The~~pay ~~number~~the ofsame ~~years~~amount (~~whole~~in ~~and partial~~dollars) ~~from~~for the Withdrawal ~~date~~Guarantee ofevery ~~the Request to the Interest MVA Term End Date.~~month?

IfExample 1: ~~the~~Declining ~~specified~~Covered ~~term-to-maturity~~Fund isValue ~~not~~results ~~published,~~in ~~then~~declining ~~the~~Guarantee ~~rate~~Benefit ~~used will be found by interpolating the rates from next highest and next lowest published maturities (the 30-day rate will be used for a term-to-maturity of less than 30 days).~~ Fee

~~The Strategy Index MVA Factor is calculated as A – B – C x D / E, where~~Date: 1/31

ACovered =Fund ~~the estimated market value, expressed as a percentage of the Strategy Base, of a set of put and call options as determined by an option pricing formula (“Strategy Option~~ Value~~”),~~ as= ~~of the date of the Request~~$100,000

BBenefit Base = ~~Strategy Credit Rate as of the date of the Request~~$125,000

CGuarantee =Benefit ~~Strategy~~Fee ~~Option~~= ~~Value~~0.90% asx ~~calculated~~Covered onFund Value ~~the~~/ ~~Strategy Term Start Date,~~12

DGuarantee =Benefit ~~The~~Fee ~~number~~= of0.90% ~~years~~x $100,000 ~~(whole~~/ ~~and~~12 ~~partial)~~= ~~from the date of the Request to the Strategy Term End Date, and~~$75.00

EDate: ~~= Strategy Term.~~2/28

OnCovered ~~each~~Fund ~~Business Day the Strategy Option~~ Value is= calculated based on the estimated market value of a set of put and call options as determined by an option pricing formula. For more information about the calculation of the Strategy Option Value and our use of the Black Scholes model see Appendix B. $90,000

IfBenefit ~~any~~Base ~~reference~~= ~~used in the calculation of the Strategy Interest MVA Factor or Strategy Index MVA Factor is not published on the day or year the MVA is calculated~~$125, the transaction will be postponed until the reference is published. If any publication for any reference used in the calculation of the Strategy Interest MVA Factor or Strategy Index MVA Factor is discontinued or the calculation of the reference is materially changed then the Company will substitute a suitable reference and send notification of this change, subject to approval from the state insurance commissioner if required. 000

IfGuarantee ~~the~~Benefit ~~publication~~Fee of= any component of the indices used to calculate the Interest MVA Factor is discontinued or the indices are changed substantially, we may substitute a new index for the discontinued or substantially changed index used to calculate the Interest MVA Factor, subject to approval by the insurance department in your state0.90% ~~Before~~x weCovered ~~substitute an index, we will notify you in writing of the~~Fund ~~substitution.~~Value / 12

~~For~~Guarantee ~~examples~~Benefit ofFee ~~how~~= we0.90% ~~calculate MVAs~~x $90,000 ~~see~~/ ~~“Appendix~~12 A”= ~~to this prospectus~~$67. 50

~~ACCESS~~Note: TOin ~~YOUR~~this ~~MONEY~~example, the Guarantee Benefit Fee declined because the Covered Fund Value declined. This could be the result of negative Covered Fund performance.

~~The money in your Contract is available under the following circumstances:~~ 21

~~Partial~~ ~~Withdrawals~~ Table of Contents

ToExample make a partial withdrawal, you must submit a Written Request in Good Order to our Administrative Office. The written consent of all Owners and irrevocable Beneficiaries must be obtained before we will process the partial withdrawal. Your partial withdrawal request must specify the amount that is to be withdrawn either as a total dollar amount or as a percentage of Contract Value. If a Written Request in Good Order is received by 2:00 ~~p.m.~~Increasing ~~Mountain~~Covered ~~Standard~~Fund Time, it will be processed that day. If a Written Request in Good Order is received after 2:00 p.m. Mountain Standard Time, it will be processed on the next Business Day. We will take the partial withdrawal pro-rata from your Strategy Value inresults ~~the Strategies based on your Contract Value as of the date we received your Written Request~~ in ~~Good Order at our Administrative Office. We reserve the right to allow other partial withdrawal~~ ~~methods,~~increasing inGuarantee ~~addition~~Benefit ~~to pro-rata, which, if offered, will be made available to you at our sole discretion.~~ Fee

22Date: 1/31

~~Partial~~Covered ~~withdrawals~~Fund ~~may be subject to an MVA. See “Fees and Charges” and “Market~~ Value ~~Adjustment”.~~ ~~Partial~~= ~~withdrawals may also be subject to income tax and~~$100, ~~before age 59 1⁄2, an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “Federal Income Tax Matters.”~~ 000

IfBenefit aBase ~~partial~~= ~~withdrawal would cause your Surrender Value to be less than~~ $2125,000~~, we will treat your request for partial withdrawal as a request for full surrender of your Contract.~~

~~Free~~Guarantee ~~Annual~~Benefit ~~Withdrawal~~Fee = 0.90% x Covered Fund Value / 12

~~After~~Guarantee ~~the~~Benefit ~~first~~Fee ~~Contract~~= ~~Anniversary, you may receive a free annual withdrawal amount each year, equal to 10~~0.90% ~~of the~~x ~~remaining Purchase Payment. Initially~~$100,000 ~~the~~/ ~~Purchase~~12 ~~Payment~~= is initially equal to the amount of the single premium you paid and subsequently reduced by the Gross Withdrawal of each partial withdrawal that you request, including any free annual withdrawal amount and RMD$75. ~~As long as the partial withdrawals you take during a Contract Year do not exceed the free annual withdrawal amount, we will not apply an MVA.~~ 00

IfDate: you make a partial withdrawal of less than the free annual amount, the remaining free annual withdrawal amount will be applied to any subsequent partial withdrawal which occurs during the same Contract Year. Any remaining free annual withdrawal amount will not carry over to a subsequent Contract Year. The free annual withdrawal amount is limited to and cannot exceed the Surrender Value of your Contract. 2/28

~~Withdrawals~~Covered toFund ~~Pay~~Value ~~Consultants~~= $120,000

~~You~~Benefit ~~may request~~Base ~~withdrawals~~= ~~from your Contract Value and direct us to remit the amount withdrawn directly to your designated Consultant. A withdrawal Request for this purpose must meet a [~~$~~100] minimum withdrawal requirement. Withdrawals to pay Consultant fees count toward the free annual withdrawal amount and shall comply with all terms and conditions applicable to partial withdrawals~~125, ~~as described above; therefore, such withdrawals may be subject to an MVA.~~ 000

~~Withdrawals~~Guarantee toBenefit ~~pay~~Fee ~~Consultant~~= ~~fees shall be taken pro rata from your Strategy Values based on the Contract Value as of the date we receive your Request~~0. ~~Withdrawals~~90% tox ~~pay~~Covered Consultant fees also may be taken from other assets managed by your Consultant, if any, rather than from assets held in the Contract. A Consultant fee that reduces the Contract Value to zero will result in surrender of theFund Contract. Generally, a withdrawal to pay a Consultant fee is taxed on a last-in-first-out basis (LIFO). Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Contract Value to/ pay Consultant fees to confirm whether such withdrawal would be considered a taxable distribution. Withdrawals to pay Consultant fees are permitted to be made monthly or quarterly. If tax withholding applies, the amount(s) withdrawn may be “grossed up” for taxes. 12

~~Please~~Guarantee ~~note~~Benefit ~~that~~Fee ~~deductions~~= ~~from~~0.90% ~~your Contract Value to pay Consultant fee(s) may not be available~~x ~~through~~$120,000 ~~all~~/ ~~Consultants~~12 or= ~~through all financial intermediaries~~$90. 00

~~Hardship~~Note: ~~Waivers~~in this example, the Guarantee Benefit Fee increased because the Covered Fund Value increased. This could be the result of several factors including positive Covered Fund performance, Transfers, or Certificate Contributions.

WeDIVORCE ~~will~~PROVISIONS ~~not~~UNDER ~~apply~~THE an MVA in the case of a surrender where the Owner or Annuitant qualifies for the Nursing Home or Hospital waiver or terminal illness waiver, as described below. Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners. We will bear the cost of any second opinion or examination. Further, the Company reserves the right to require access to medical records prior to payment of any amount. You may exercise this waiver only once during the time you own the Contract. CERTIFICATE

●In ~~Nursing~~the ~~Home~~event orof ~~Hospital~~a ~~Waiver.~~divorce Wewhose ~~will~~decree ~~not~~affects ~~apply~~a Certificate, anwe ~~MVA~~will inrequire ~~the~~written ~~case~~notice of athe ~~surrender~~divorce ~~where~~in ~~any~~a ~~Owner~~manner oracceptable ~~Annuitant~~to isus ~~confined~~and to a ~~licensed~~copy ~~Nursing~~of ~~Home~~the orapplicable ~~Hospital,~~Qualified ~~and~~Domestic ~~has~~Relations ~~been~~Order ~~confined~~(“QDRO”). toA ~~such~~QDRO ~~Nursing~~is ~~Home~~a ordomestic ~~Hospital~~relations ~~for~~order atthat ~~least~~creates ~~180~~or ~~consecutive~~recognizes ~~days~~the existence ~~after~~of ~~the~~an ~~latter~~Alternate ofPayee’s ~~the~~right ~~Effective~~to ~~Date~~receive all or ~~the~~a ~~date~~portion of ~~change~~the ofbenefits ~~Owner~~payable orwith ~~Annuitant~~respect to a GLWB Elector. WeA QDRO may ~~require~~also ~~verification~~assign ofan ~~confinement~~Alternate toPayee the ~~Nursing~~right ~~Home~~to orreceive ~~Hospital~~these benefits.

Depending on which phase the Certificate is in when we receive the QDRO, the benefits of the Certificate will be altered to comply with the QDRO. The ~~conditions~~Alternate Payee under the QDRO may make certain elections during the Accumulation or GAW Phases. Any elections made by the Alternate Payee are irrevocable to the extent that ~~must~~an Alternate Payee becomes a GLWB Elector, he or she will be ~~met~~subject ~~are:~~to all terms and conditions of the Certificate, the IRA Contract and the Code.

➣During ~~Proof that~~ the ~~confinement~~Accumulation in a Nursing Home or Hospital is recommended by a physician who is duly licensed by the state to treat the injury or sickness causing the confinement and who is not an employee of the Nursing Home or Hospital where the annuitant or owner is confined; andPhase

➣Great-West Awill ~~request~~make ~~for~~payments ato ~~waiver~~the Alternate Payee and/or establish an Account on behalf of the ~~MVA,~~Alternate ~~accompanied~~Payee bynamed ~~written~~in ~~proof~~a ofQDRO ~~confinement~~approved ~~and~~during the ~~physician’s~~Accumulation ~~recommendation~~Phase. ~~described~~The ~~above~~Alternate Payee is ~~received~~responsible byfor ~~the~~submitting ~~Administrative~~a ~~Office~~Request noto ~~later~~begin ~~than~~Distributions 90in ~~days~~accordance ~~following~~with the ~~date that the qualifying~~Code.

23If the Alternate Payee is the GLWB Elector’s spouse during the Accumulation Phase, he or she may elect to become a GLWB Elector, either by:

~~confinement~~(i) ~~has~~maintaining ~~ended~~the current proportionate Benefit Base of the previous GLWB Elector; or (ii) establishing a new Benefit Base based on the current Covered Fund Value on the date his or her Account is established and he or she will continue as a GLWB Elector.

•If ~~Terminal~~the ~~Illness~~Alternate ~~Waiver.~~Payee Weelects ~~will~~to ~~not~~maintain ~~apply~~the current anBenefit ~~MVA~~Base, in the ~~case~~Benefit ofBase aand ~~surrender~~the ~~where~~Covered ~~any~~Fund ~~Owner~~Value orwill ~~Annuitant~~be isdivided ~~diagnosed~~between ~~with~~the aGLWB ~~terminal~~Elector ~~illness~~ and ~~has a life expectancy of 12 months or less from~~ the ~~date~~Alternate ~~of the request for a withdrawal~~Payee. AsThe ~~proof,~~Covered weFund ~~may~~Value ~~require~~will ~~a determination of the terminal illness. Such determination must~~ be ~~signed~~divided bypursuant ato ~~licensed physician making~~ the ~~determination~~terms ~~after the latter~~ of ~~Effective Date or~~ the ~~date of change of the Owner or Annuitant~~QDRO. The ~~licensed~~Benefit ~~physician~~Base ~~must~~will ~~not~~ be ~~the~~divided ~~Owner~~in orthe same ~~Annuitant~~proportion oras athe ~~member~~Covered ofFund ~~either’s immediate family~~Value.

~~Please~~In either ~~see~~situation, ~~your Contract~~the ~~for~~Alternate ~~more~~Payee’s ~~information.~~Certificate Election Date shall be the date the Account is established.

~~You~~A ~~should~~non-spouse ~~consult~~Alternate ~~your~~Payee ~~Contract~~cannot ~~and~~elect ~~Appendix~~to maintain Bthe ~~for~~current ~~further~~Benefit ~~details~~Base, onor ~~state~~proportionate ~~variations~~share, ifbut ~~any.~~may ~~You~~elect ~~should~~to ~~consult~~establish a ~~tax adviser~~new toGLWB. ~~determine~~The ~~the~~Benefit ~~effect~~Base ofand ~~surrendering~~Certificate Election Date will be based on the ~~Contract~~current Covered Fund Value on ~~your~~the ~~taxes~~date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.

~~Surrenders~~During the GAW Phase

AtGreat-West ~~any~~will ~~time~~make ~~before~~payment to the ~~Annuity~~Alternate Payee ~~Commencement~~and/or ~~Date~~establish ~~and~~an ~~before~~Account ~~the~~on ~~death~~behalf of the ~~Owner,~~Alternate ~~you~~Payee ~~may~~named ~~surrender~~in ~~your~~a ~~Contract~~QDRO ~~for~~approved during the ~~Surrender~~GAW ~~Value~~Phase. IfThe aAlternate ~~Written Request~~Payee ~~in Good Order~~ is ~~received~~responsible byfor ~~2:00~~submitting ~~pm Mountain Standard Time, it will be processed that day. If~~ a ~~Written~~ Request into ~~Good~~begin ~~Order~~Distributions isin ~~received~~accordance ~~after~~with ~~2:00 pm Mountain Standard Time, it will be processed on~~ the ~~next Business Day~~Code.

To surrender your Contract, you must make a Written Request in Good Order to our Administrative Office. The consent of all Owners and irrevocable Beneficiaries must be obtained before the Contract is surrendered. 22

If ~~you surrender the Contract, you will receive the Surrender Value which is equal to~~ ~~your~~ ~~Contract~~Table ~~Value~~of ~~and adjusted for any MVA, and reduced by Premium Tax, if any. Presented as an equation, the Surrender Value is equal to A + B – C where:~~ Contents

AIf =there ~~Contract~~is ~~Value,~~a Sole Covered Person

BPursuant =to ~~MVA~~the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB Elector may continue to receive the proportional GAWs after the accounts are split. If the Alternate Payee is the GLWB Elector’s spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become a GLWB Elector.

CIf =there ~~Premium~~are ~~Tax,~~two ifCovered ~~any.~~Persons

~~See~~Pursuant ~~“Fees~~to ~~and~~the ~~Charges”~~instructions ~~and~~in ~~“Market~~the ~~Value~~QDRO, ~~Adjustment.”~~the ~~For~~Benefit ~~more~~Base ~~information~~and onGAW ~~the~~will ~~calculation~~be ofdivided ~~Surrender~~in ~~Value~~the ~~see~~same ~~the~~proportion ~~examples~~as ~~provided~~their inrespective ~~Appendix~~Covered AFund toValues ~~this~~as ~~prospectus.~~of Athe ~~surrender~~effective ~~may~~date ~~also~~of bethe ~~subject~~QDRO. toThe ~~income~~GLWB ~~tax~~Elector ~~and,~~may ifcontinue ~~taken~~to ~~before~~receive ~~age~~the 59proportional ~~1/2,~~GAWs anafter ~~additional~~the ~~10%~~accounts ~~federal~~are ~~penalty~~split, ~~tax.~~based ~~You~~on ~~should~~the ~~consult~~amounts acalculated ~~tax~~pursuant ~~adviser~~to ~~before~~the ~~requesting~~joint aCovered ~~surrender.~~Person ~~See “Federal Income Tax Matters~~GAW%.”

AnIf ~~MVA~~the Alternate Payee is the GLWB Elector’s spouse, he or she may ~~apply~~elect to ~~your~~receive ~~Contract~~his ~~surrender.~~or ~~See~~her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the joint Covered Persons GAW%, described in the “~~Market~~GAW ~~Value~~Phase ~~Adjustment~~– Calculation of Installment,” ~~and~~after ~~“Fees~~the ~~and~~accounts ~~Charges~~are split.” A ~~surrender~~new ~~may~~Ratchet ~~also~~Date will be established ~~subject~~for tothe ~~income~~Alternate ~~tax~~Payee ~~and,~~on ifthe ~~taken~~date ~~before~~the ~~age 59 1⁄2~~Accounts are split. Within thirty (30) days of each person’s Ratchet Date, anthe ~~additional~~GLWB ~~10%~~Elector ~~federal~~and ~~penalty~~Alternate ~~tax.~~Payee ~~You~~can ~~should~~each ~~consult~~elect a ~~tax~~Reset ~~adviser~~based ~~before~~on ~~requesting~~the aperson’s ~~surrender.~~own ~~See~~Attained ~~“Federal~~Age ~~Income~~GAW% ~~Tax~~for ~~Matters.”~~joint Covered Persons.

~~Partial~~In ~~Withdrawal~~the ~~and~~alternative, the ~~Surrender~~Alternate ~~Restrictions~~Payee may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Account is established.

~~Your~~A ~~right~~non-spouse toAlternate ~~make~~Payee ~~partial~~cannot ~~withdrawals~~elect ~~and~~to maintain ~~surrender~~ the ~~Contract~~current isBenefit ~~subject~~Base toor ~~any~~GAW ~~restrictions~~but ~~imposed~~may byelect ~~any~~to ~~applicable~~establish ~~law~~a ornew ~~employee benefit plan~~GLWB. The ~~Contract~~ ~~Data~~Benefit ~~Page~~Base ~~specifies~~and ~~the~~Certificate ~~minimum~~Election ~~partial~~Date ~~withdrawal~~will ~~amount~~be ~~that~~based ~~you~~on ~~may request as well as~~ the ~~minimum~~current ~~amount~~Covered ofFund ~~value~~Value ~~that~~on ~~must remain in~~ the ~~Contract.~~date Ifhis ~~after~~or ~~any~~her ~~partial~~Account ~~withdrawal,~~is ~~the~~established. ~~remaining~~Any ~~Contract~~election ~~Value~~made isby ~~less than the minimum~~an ~~amount~~Alternate ~~specified~~Payee ondescribed ~~the~~in ~~Contract~~this ~~Data~~section ~~Page,~~is ~~a full surrender of the Contract may be required~~irrevocable.

~~The~~During ~~Gross Withdrawal is~~ the ~~amount~~Settlement ~~of Contract Value that is withdrawn as a result of a withdrawal Request and is equal to the sum of the Strategy Gross Withdrawal(s).~~ Phase

~~The~~If ~~amount~~a ~~paid~~Request asin aconnection ~~result~~with of a ~~Request~~QDRO is approved ~~for~~during athe ~~partial~~Settlement ~~withdrawal~~Phase, ~~prior~~Great-West will divide the Installment pursuant to ~~income~~the ~~tax~~terms ~~withholding,~~of isthe ~~equal~~QDRO. toInstallments Awill +continue Bpursuant –to C,the ~~where:~~lives of each payee.

AEFFECT =OF ~~Gross Withdrawal,~~ANNUITIZATION

BIf =you ~~MVA~~elect to annuitize, if permitted by the IRA, prior to the Initial Installment Date, the Certificate will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not be refunded. If, based upon information provided by the Certificate Owner, the GLWB Elector is entitled to a Distribution under the applicable terms and provisions of the IRA and the Code sections governing the IRA, all or a portion of an Account may be applied to an annuity payment option selected by the GLWB Elector, so long as the requirements of the Code are met. Thereafter, the Certificate shall no longer be applicable with respect to amounts in the annuity payment option.

CThe =amount ~~Premium~~to be applied to an annuity payment option is: (i) the portion of the Account value elected by GLWB Elector, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Certificate. The minimum amount that may be applied under the elected annuity option is $5,000. If any payments to be made under the elected annuity payment option will be less than $50, Great-West may make the payments in the most frequent interval that produces a payment of at least $50.

OnGreat-West ~~the date of the withdrawal Request, we~~ will ~~calculate~~issue ~~the~~a ~~corresponding~~certificate ~~Contract~~or ~~Base~~other ~~Withdrawal.~~statement ~~The~~setting ~~Contract~~forth ~~Base~~in ~~Withdrawal~~substance is the ~~amount~~benefits, ofrights, ~~the~~and ~~Contract~~privileges ~~Base~~ to bewhich ~~withdrawn~~such asperson ais ~~result~~entitled ofunder the Group ~~withdrawal Request. The~~ Contract, ~~Base~~to ~~Withdrawal~~each isAnnuitant ~~equal~~describing tothe Abenefits xpayable Bunder /the C,elected ~~where:~~annuity payment option.

AElection =of ~~Gross~~Annuity ~~Withdrawal,~~Options

BAn =Annuitant ~~Contract~~is ~~Base,~~required ~~and~~to elect an annuity payment option. The Annuitant must Request an annuity payment option or change an annuity payment option no later than 30 days prior to the Annuity Commencement Date elected by the GLWB Elector.

CTo =the ~~Contract~~extent ~~Value.~~available under the IRA, the annuity payment options are:

24• Income for Single Life Only • Income for Single Life with Guaranteed Period • Income for Joint Life Only

~~A partial withdrawal will reduce the remaining Purchase Payment. The remaining Purchase Payment after a partial withdrawal is equal to the greater of zero and A – B, where:~~ 23

A = ~~Remaining~~Table ~~Purchase Payment as~~ of ~~the date the Request for payment is received, prior to the Request, and~~Contents

B• =Income ~~Contract~~for ~~Base~~Joint ~~Withdrawal~~Life with Guaranteed Period • Income for a Specific Period • Any other form of annuity payment permitted under the IRA, if acceptable to Great-West.

AThe ~~partial~~annuity ~~withdrawal~~option that will ~~reduce~~always be available is the ~~Guaranteed~~Income ~~Minimum~~for ~~Death~~Single ~~Benefit~~Life Only Annuity. ~~The Guaranteed~~If ~~Minimum~~this ~~Death~~annuity ~~Benefit~~option ~~after~~is aelected, ~~partial~~Great-West ~~withdrawal~~will ismake ~~equal~~payments to Athe xAnnuitant (1at -a Bfrequency /specified ~~C),~~in ~~where:~~the annuity certificate or other statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to the terms of the certificate or other statement.

AAnnuity =purchase ~~Guaranteed~~rates ~~Minimum~~will ~~Death~~be ~~Benefit~~the assame ofrates ~~the~~that are ~~date~~available ~~the~~for ~~Request~~a ~~for~~Single ~~payment~~Premium isImmediate ~~received,~~Annuity ~~prior~~currently tooffered by Great-West at the ~~Request,~~time of annuitization.

BTERMINATION =OF ~~Contract~~THE ~~Base~~GROUP ~~Withdrawal, and~~CONTRACT

CEither =Great-West or the Group Contract ~~Base~~Owner may asterminate ofthe Group Contract with advance written notice to the other party. The Group Contract termination date shall be the ~~Request~~seventy-fifth (75th) ~~for~~or ~~payment~~next Business Day after the date written notice is received, ~~prior~~in the Administrative Offices in good order. Prior to the Group ~~partial~~Contract termination ~~withdrawal~~date, Great-West and the Group Contract Owner may agree to an alternate Group Contract termination date.

~~The Contract~~If ~~Base~~the ~~Withdrawal~~Group ~~will~~Contract beOwner ~~split~~or ~~proportionally~~Great-West ~~among~~ Terminates the ~~Strategies.~~Group ~~For each Strategy, the Strategy Base Withdrawal is equal to A x B / C, where:~~ Contract

AIf =the Group Contract Owner ~~Base~~or ~~Withdrawal~~Great-West terminates the Group Contract, such termination will not adversely affect the Certificate Owner’s rights under the Group Contract, except that additional Certificate Contributions may not be invested in the Covered Fund(s) other than reinvested dividends and capital gains. You will still be obligated to pay the Guarantee Benefit Fee.

BOther ~~= Strategy Base as of the date the Request for payment is received, and~~Termination

CYour =rights under the Group Contract ~~Base~~and asthe Certificate will automatically terminate if: (i) your Financial Services Provider discontinues the use of the ~~date~~Covered Fund and a rollover or transfer is not applicable; (ii) Great-West is unable to collect the ~~Request~~Guarantee ~~for~~Benefit ~~payment~~Fee; or (iii) Great-West cannot effectively administer the Contract. If the Contract is ~~received~~automatically terminated, we will not refund the Guarantee Benefit Fee.

AIn ~~partial~~addition, ~~withdrawal~~your ~~will~~rights ~~reduce~~under the Group ~~Strategy~~Contract ~~Base~~and ~~for~~the ~~each~~Certificate ~~Strategy.~~terminate ~~The~~if ~~Strategy~~you ~~Base~~terminate ~~after~~your IRA, such as by making a ~~partial~~full ~~withdrawal~~distribution isof ~~equal~~all toof Athe –assets Bin the IRA, ~~where:~~or move your IRA to an IRA provider that does not offer the Certificate. We will not refund the Guarantee Benefit Fee upon termination of the IRA.

AIn =the ~~Strategy~~event of a complete IRA termination, the affected GLWB Elector (“Terminated GLWB Elector”) may elect a direct rollover of his or her Covered Fund assets to an IRA that offers a Great-West approved GLWB feature, if available. In this situation, the Benefit Base and GAW, if applicable, will be retained as of the date of Distribution from the ~~Request~~Covered ~~for~~Fund(s) ~~payment~~and iswill ~~received~~apply to the new GLWB feature. Great-West determines in its sole discretion whether or not it will approve any GLWB feature. The terms and conditions of any new GLWB feature will likely differ from the terms and conditions of the Certificate. In addition, the fees associated with any new GLWB feature will likely differ from, and may be greater than, the Guarantee Benefit Fee. The Terminated GLWB Elector may instead choose to transfer the Covered Fund Value to any investment vehicle that does not offer a GLWB feature or to an investment vehicle that offers a GLWB feature, but does not permit the GLWB Elector to apply his or her Benefit Base and GAW to such feature. In this situation, the Benefit Base and GAW, if applicable, will be reduced to zero as of the date of the Distribution from the Covered Fund(s).

BTERMINATION =OF ~~Strategy~~THE ~~Base Withdrawal.~~CERTIFICATE

The ~~Strategy~~Certificate ~~Gross~~will ~~Withdrawal~~terminate isupon the ~~amount of Strategy Value that is withdrawn~~earliest ~~as a result~~ of ~~a partial withdrawal. The Strategy Gross Withdrawal is equal to A x (1 + B – C x D), where~~:

Aa. =the ~~Strategy~~date of death of a GLWB Elector during the Accumulation Phase (unless an election is made by a Beneficiary who is the spouse of the GLWB Elector to continue the Certificate); or b. the date of death of the Certificate Owner after the Initial Installment Date if there is no surviving Covered Person; or c. the date of death of the last Covered Person during the Settlement Phase; or d. the date that you cancel the Certificate as a result of reducing the Covered Fund Value or the Benefit Base ~~Withdrawal~~to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee; or e. the date that we do not receive the Guarantee Benefit Fee (except during the Settlement Phase, when no fee is due); or

~~B = Strategy Credit Rate as of the date the Request for payment is received,~~24

C = ~~Contract~~Table ~~Fee~~of ~~Percentage, and~~Contents

Df. = the ~~number~~date that you annuitize some or all of ~~years~~the Covered Fund assets (~~whole~~the ~~and~~Certificate ~~partial)~~will ~~that~~terminate ~~have~~only ~~elapsed~~with ~~since~~respect to the ~~Strategy~~Covered ~~Term~~Fund ~~Start~~assets ~~Date~~that are annuitized).

IfWe awill ~~partial withdrawal~~not isprovide ~~made~~Certificate ~~within~~Owners 30with ~~days~~notice prior ~~of the date annuity payments are scheduled~~ to ~~commence,~~termination weof ~~may delay~~ the ~~Annuity~~Certificate ~~Commencement~~and ~~Date~~the byGuarantee 30Benefit ~~days.~~Fee ~~A partial withdrawal~~ will not be ~~effective~~refunded upon ~~the~~termination ~~Transaction Date, including the calculation~~ of the ~~MVA~~Certificate. ~~Any withdrawal amount will be made on a pro-rata basis from all Strategies. All withdrawals, except for the Fee Annual Withdrawal Amount, are subject to an MVA.~~

~~Right~~If the Group Contract has terminated, we will not accept any additional Certificate Contributions. If the Group Contract has not terminated, but the Certificate has terminated, then we will treat any new Certificate Contribution to ~~Defer~~a ~~Payments~~Covered Fund as a new election and will issue a new Certificate. We will calculate the Benefit Base based on the current Covered Fund Value on the date the new Certificate is established.

~~We may~~MISCELLANEOUS defer payments we make under this Contract for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral. We will apply interest to the deferred payments, if required by state law. PROVISIONS

~~DEATH~~Periodic ~~BENEFIT~~Communications to Certificate Owners

~~Upon~~Account ~~Due Proof~~statements ~~of Death of an Owner and while this Contract is in force, the death benefit~~ will ~~become~~be ~~payable~~provided ~~in accordance with these provisions and subject~~ to ~~Section 72(s)~~you periodically ofby ~~the~~your ~~Code~~IRA ~~following~~custodian, ~~the~~or ~~Company’s~~its ~~receipt~~designated ofthird ~~a Request~~party.

~~The~~Amendments ~~amount~~to of the ~~Death~~Group ~~Benefit~~Contract ~~will be the greater of:~~ and Certificate

•The ~~the~~Contract ~~Surrender~~and ~~Value~~Certificate may onbe ~~the~~amended ~~date~~to weconform ~~receive~~to ~~Due~~changes ~~Proof~~in applicable law or interpretations of ~~Death~~applicable law, asor to accommodate design changes. Amendments (if any) to accommodate design changes will be applicable only with respect to purchasers of new Certificates, unless the ~~date~~Company reasonably determines the ~~Request~~change would be favorable for ~~payment~~all ofexisting Certificate Owners. Changes in the ~~Death~~Group ~~Benefit~~Contract isand ~~received,~~Certificate ~~minus~~may ~~any~~need ~~Premium~~to ~~Tax;~~be approved by the state insurance departments. The consent of the Group Contract Owner and/or Certificate Owner to an amendment will be obtained to the extent required by law.

•Successor ~~the total Purchase Payment applied to the Contract, as of the date the Request for payment is received, less any surrenders, partial or periodic withdrawals and Premium Tax, if any.~~Trustee

~~Death~~We have entered into a Trust Agreement with the Group Contract Owner to establish and maintain a Trust for the purpose of anmaking the guarantee available on a group basis and to obtain coverage on a group basis. The Group Contract Owner serves as the trustee. Pursuant to the terms of the Trust Agreement, the Group Contract Owner may not terminate the Trust until a successor trustee is named. If a successor trustee is named and the Trust is terminated, the Certificate Owner will not lose his or her rights under the Certificate.

If an Owner dies before the Payment Period begins (if there are joint Owners, the Death Benefit will become payable after the first joint Owner dies), a Death Benefit will become payable to the Beneficiary. We will pay the Death Benefit after we receive the following at our Administrative Office in Good Order: Assignment

•The ~~Due~~interests ~~Proof~~ of ~~Death of~~ the Certificate Owner ~~while~~in the Certificate ~~Contract~~may isnot be transferred, sold, assigned, pledged, charged, encumbered, or, in ~~force;~~any way, alienated.

~~• our claim form from each Beneficiary, properly completed; and~~Cancellation

25Once you purchase the Certificate, you can cancel your Certificate by causing the Covered Fund Value or the Benefit Base to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. However, if the Excess Withdrawal(s) occurs as a result of a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day), then your Certificate will not be canceled even if the Benefit Base of the Covered Fund(s) is reduced to zero.

~~• any other documents we require.~~Misstatements

IfWe wemay ~~receive~~require ~~Due~~adequate ~~Proof~~proof of ~~Death~~the byage ~~3:00~~and death pmof ~~Mountain~~the ~~Standard Time~~Annuitant, weGLWB ~~will determine~~Elector ~~the~~or ~~amount~~Covered ofPerson(s) ~~the~~before ~~Death~~processing ~~Benefit~~a asRequest offor ~~that~~GAWs ~~day~~and annuity payments. If wethe ~~receive~~age ~~Due~~of ~~Proof~~the ofAnnuitant, ~~Death~~GLWB ~~after~~Elector ~~3:00~~or pmCovered ~~Mountain~~Person(s) ~~Standard~~has ~~Time~~been misstated, wethe ~~will~~Installment ~~determine~~or ~~the~~annuity ~~amount~~payment ofestablished for ~~the~~him ~~Death~~or ~~Benefit~~her aswill ofbe made on the ~~next~~basis ~~Business~~or ~~Day.~~his or her correct age.

WeAny docorrection ~~not~~required ~~pro-rate~~due ~~Strategy~~to ~~Credit,~~misstatements ~~the~~may ~~Floor~~be corrected orby ~~the~~Great-West, ~~Cap~~including inincreasing ~~the~~or ~~event~~decreasing offuture apayments, ~~Death~~in ~~Benefit~~accordance ~~becomes~~with ~~payable~~applicable ~~between Contract Anniversaries~~law.

Within 60 days after we receive Due Proof of Death, the Beneficiary must elect the payment method for the Death Benefit. Those options are described below. We will pay the Death Benefit in a manner that complies with the requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable. 25

~~Death~~ of ~~Annuitant~~Table ~~While~~of ~~the Owner is Living During the Accumulation Period~~ Contents

IfFINANCIAL ~~the~~CONDITION ~~Annuitant~~OF ~~dies~~THE during the Accumulation Period while the Owner is living and no joint Annuitant has been named, the Owner will become the Annuitant. If there are joint Annuitants, when an Annuitant dies, the surviving joint Annuitant will become the sole Annuitant. COMPANY

IfMany ~~the~~financial ~~Owner~~services iscompanies, including insurance companies, have faced challenges in this low interest rate environment, and we are not aimmune ~~natural~~to ~~person~~those challenges. We know it is important for you to understand how these or similar events may affect our ability to meet guarantees that may ~~and~~be ~~the~~provided ~~last~~under ~~surviving~~your ~~Annuitant~~Certificate. ~~dies~~The ~~before~~Certificate ~~the~~is ~~Annuity~~not ~~Commencement~~a ~~Date~~separate account product, which means that no assets are set aside in a segregated or “separate” account to satisfy all obligations under the ~~Death~~Certificates. ~~Benefit~~Installments during Settlement Phase (if any) will be ~~payable~~paid from our general account and, therefore, are subject to our claims paying ability. We issue other types of insurance policies and financial products as well, such as group variable annuities offered through retirement plans, term and universal life insurance, funding agreements, funding agreements backing notes and guaranteed investment contracts (“GICs”), and we also pay our obligations under these products from our assets in the ~~Beneficiary~~general account. In the event of an insolvency or receivership, payments we make from our general account to satisfy claims under the contract would generally receive the same priority as our other policyholder obligations.

As an insurance company, we are required by ~~Death~~state ~~Benefit~~insurance ~~Payment~~regulation ~~Options~~to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our contract owners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our general account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

~~The~~State ~~following~~insurance ~~rules~~regulators ~~apply~~also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the ~~Death~~loss ~~Benefit~~in ~~under~~value of these investments resulting from a ~~Non-Qualified~~loss ~~Contract:~~in their market value.

●Additional ~~Spouses~~information regarding –the IfCompany, ~~the~~its ~~sole~~business, ~~Beneficiary~~senior management, and financial condition, is ~~the~~presented ~~surviving~~below ~~spouse~~in of“Additional Information Regarding the ~~deceased~~Company.” ~~Owner,~~We ~~then~~encourage heboth orexisting ~~she~~and ~~may~~prospective ~~choose~~Owners to ~~continue~~read ~~the~~and ~~Contract~~understand ~~and~~our ~~become~~audited financial ~~the~~statements, ~~new~~which ~~Owner.~~are Atincluded ~~the~~in ~~death~~this ofprospectus ~~the~~in ~~surviving~~“Appendix ~~spouse,~~A ~~this~~– ~~provision~~Company ~~may~~Financial ~~not~~Statements beand ~~used~~Other ~~again,~~Financial ~~even~~Information.” ifWe ~~that~~prepare ~~surviving~~our ~~spouse~~audited ~~remarries.~~financial Instatements ~~that~~on ~~case,~~a ~~the~~statutory ~~rules~~basis ~~for~~pursuant ~~non-spouses~~to ~~will~~laws ~~apply.~~and regulations Apromulgated ~~surviving~~by ~~spouse~~the ~~may~~Colorado ~~also~~Division ~~elect~~of Insurance (this method of accounting is referred to ~~receive~~herein ~~the~~as ~~Death~~“Statutory” ~~Benefit~~accounting). inYou may obtain a ~~lump~~free ~~sum,~~copy ~~apply~~of our financial statements for the ~~proceeds~~most torecent anfiscal ~~Annuity~~year ~~Payment~~by ~~Option,~~calling (800) 537-2033 or ~~receive~~writing to the ~~Death~~Administrative ~~Benefit~~Office. ~~within~~In ~~five~~addition, ~~years~~our offinancial ~~the~~statements ~~date~~filed ofwith this prospectus are available on the ~~Owner~~SEC’s ~~death~~website at www.sec.govand on our website at www.greatwest.com.

●You ~~Non-Spouses~~also –will Iffind ~~the~~on ~~Beneficiary~~our iswebsite ~~not~~information ~~the~~on ratings ~~surviving~~assigned ~~spouse~~to ofus ~~the~~by ~~deceased~~one ~~Owner,~~or ~~then~~more ~~this~~independent ~~Contract~~rating ~~cannot~~organizations. beThese ~~continued.~~ratings ~~Instead,~~are ~~upon~~opinions of an operating insurance company’s financial capacity to meet the ~~death~~obligations of ~~any~~its ~~Owner,~~insurance ~~the~~and ~~Beneficiary~~annuity ~~must~~contracts ~~choose~~based ~~one~~on ofits ~~the~~financial strength ~~following:~~and/or claims-paying ability.

○TAXATION OF ~~Receive~~THE ~~the Death Benefit in one lump sum following our receipt of Due Proof of Death;~~CERTIFICATE

○The ~~Receive~~following ~~the~~is ~~Death~~a general ~~Benefit~~discussion ~~(if~~based ~~the~~on ~~Beneficiary~~our isinterpretation aof ~~natural~~current ~~person)~~United ~~pursuant~~States federal income tax laws. This discussion does not address all possible circumstances that may be relevant to ~~one~~the tax treatment of ~~the~~a ~~Annuity~~particular ~~Payment~~Certificate ~~Options~~Owner. ~~Payments~~In ~~under~~general, this andiscussion ~~Annuity~~does ~~Payment~~not ~~Option~~address ~~must~~the ~~begin~~tax ~~within~~treatment 1of ~~year~~transactions involving investment assets held in your IRA except insofar as they may be affected by the holding of a Certificate. Further, it does not address the ~~Owner’s~~consequences, ~~death~~if any, of holding a Certificate under applicable federal estate tax laws or state and ~~must~~local ~~not~~income ~~extend~~and ~~beyond~~inheritance tax laws. You should also be aware that the ~~Beneficiary’s~~tax ~~life~~laws ormay achange, ~~period~~possibly ~~certain~~with ~~equal~~retroactive toeffect. You should consult your own tax advisor regarding the potential ~~Beneficiary’s~~tax ~~life~~implications ~~expectancy;~~of orpurchasing a Certificate in light of your particular circumstances.

○In ~~Receive the Death Benefit within five years of the date of the Owner’s death.~~General

~~Upon~~The ~~receipt~~Certificate ofis ~~Due~~a ~~Proof~~novel and innovative ofinstrument ~~Death~~and, to date, its proper characterization and consequences for federal income tax purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We can give no assurances that the ~~Beneficiary~~Internal ~~must~~Revenue ~~instruct~~Service us(“IRS”) ~~how~~will toagree ~~treat~~with our interpretations regarding the ~~proceeds~~proper ~~subject~~tax totreatment of a Certificate or the ~~distribution~~effect ~~rules~~(if ~~discussed~~any) ~~above.~~of ~~Other~~the ~~minimum~~purchase ~~distribution~~of ~~rules~~a ~~apply~~Certificate toon ~~Qualified~~the ~~IRA~~tax ~~Annuity~~treatment ~~Contracts~~of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. You should consult a tax advisor before purchasing a Certificate.

~~Death of Owner or Annuitant During the Payment Period~~ 26

If an ~~Annuitant~~Table ~~dies~~of ~~during the Payout Period, remaining income payments, if any, will be distributed as provided by the Annuity Payment Option in effect.~~ Contents

~~If an Owner dies after the start of income payout, any remaining income payments will be distributed at least as rapidly as provided by the Annuity Payment Option in effect.~~ IRAs

IfA ~~the~~Certificate ~~Annuitant~~may ~~dies~~be ~~after~~used ~~the~~only ~~Annuity~~with ~~Commencement~~traditional IRAs ~~Date~~ and ~~before~~Roth ~~the~~IRAs ~~entire~~(collectively, ~~interest~~“IRAs”). ~~has~~A ~~been~~Certificate ~~distributed~~may be purchased by an IRA, ~~any~~ ~~benefit~~including ~~payable~~a ~~must~~brokerage beaccount ~~distributed~~held tounder ~~the~~that ~~Beneficiary~~IRA. ~~according~~A toCertificate ~~and~~is asnot ~~rapidly~~available as ~~under~~an ~~the~~Individual ~~payout~~Retirement ~~option~~Annuity ~~which~~or ~~was~~for inuse ~~effect~~with onany ~~the~~other ~~Annuitant’s~~type ~~date~~ of tax-qualified ~~death.~~retirement plan.

26The tax rules applicable to Certificates vary according to the type of IRA and the terms and conditions of the IRA. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Certificate comply with the law. No attempt is made here to provide more than general information about the use of the Certificate with the IRA. Owners of IRAs, as well as beneficiaries, are cautioned that the rights of any person to any benefits under such IRA may be subject to the terms and conditions of the IRA itself or limited by applicable law, regardless of the terms and conditions of the Certificate.

~~Death~~A ofCertificate ~~Owner~~is ~~Who~~available Isonly ~~Not~~with respect to the IRA ~~Annuitant~~for ~~During~~which the ~~Accumulation~~Certificate ~~Period~~ is purchased.

If• ~~the~~A ~~Owner~~Certificate ~~dies~~is ~~before~~intended for purchase only by the ~~Annuity~~trustee ~~Commencement~~or ~~Date~~custodian of an IRA. • We are not responsible for determining whether a Certificate complies with the terms and ~~there~~conditions isof, or applicable law governing, any IRA. You are responsible for making that determination. Similarly, we are not responsible for administering any applicable tax or other legal requirements applicable to your IRA. You or a ~~Joint~~service ~~Owner~~provider ~~who~~for your IRA is responsible for determining that distributions, beneficiary designations, investment restrictions, charges and other transactions under a Certificate are consistent with the ~~surviving~~terms ~~Spouse~~and conditions of your IRA and applicable law. • If your spouse is a joint Covered Person, your spouse must be your sole beneficiary under your IRA. • IRAs may be subject to required minimum distribution rules. Withdrawals during the ~~deceased~~GAW ~~Owner~~Phase from your Covered Fund Value taken to meet required minimum distribution requirements, in the ~~Joint~~proportion ~~Owner~~of ~~becomes~~your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the ~~Owner~~contract limits for your Certificate and ~~Beneficiary~~will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the ~~Joint~~Certificate ~~Owner~~Date. ~~may~~In ~~elect~~the toevent ~~take~~of a dispute about the ~~Death~~required ~~Benefit~~minimum distribution amount, our determination will govern. • IRAs can be terminated. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to ~~continue~~another IRA provider. Also, most IRA providers reserve the ~~Contract~~right to resign from the IRA; if that happens, in ~~force~~most cases you can choose to have your IRA either distributed to you or transferred to another IRA provider. If your IRA is either distributed to you or transferred to another IRA provider that does not offer the Certificate, you will cause your Certificate to terminate.

~~In all~~Numerous ~~other~~changes ~~cases,~~have webeen ~~will~~made ~~pay~~to the ~~Death~~income tax ~~Benefit~~rules togoverning ~~the~~IRAs ~~Beneficiary~~as ~~even if~~ a ~~Joint~~result ~~Owner~~of ~~(who~~legislation ~~was~~enacted ~~not~~during the ~~Owner’s~~past ~~Spouse~~several onyears, ~~the~~including ~~date~~rules ofwith ~~the~~respect ~~Owner’s~~to: ~~death)~~maximum contributions, ~~the~~required ~~Annuitant~~distributions, ~~and/or~~penalty ~~the~~taxes ~~Contingent~~on ~~Annuitant~~early ~~are~~or ~~alive~~insufficient atdistributions, ~~the~~and ~~time~~income ~~of the~~tax ~~Owner’s~~withholding ~~death,~~on ~~unless~~distributions. ~~the~~The ~~sole~~following ~~Beneficiary~~are isgeneral ~~the~~descriptions ~~deceased~~of ~~Owner’s~~the ~~surviving~~various ~~Spouse~~types ~~who~~of ~~may~~IRAs ~~elect~~and toof ~~become~~ the ~~Owner~~use ~~and~~of ~~Annuitant and to continue~~ the ~~Contract~~contracts in ~~force.~~connection therewith.

IfIndividual ~~the~~Retirement ~~Owner~~Accounts. ~~dies~~Code ~~after~~Sections ~~the~~408 ~~Annuity~~and ~~Commencement~~408A ~~Date~~permit ~~and~~eligible ~~before~~individuals ~~the~~to ~~entire~~contribute ~~interest~~to ~~has~~an ~~been~~individual ~~distributed~~retirement ~~while~~program ~~the~~known ~~Annuitant~~as isan ~~living,~~“IRA” ~~any benefit~~or ~~payable~~“Roth ~~will~~IRA.” ~~continue~~These toIRAs beare ~~distributed~~subject to ~~the~~limitations ~~Annuitant~~on asthe ~~rapidly~~amount asthat may ~~under~~be contributed, the ~~payout~~persons ~~option~~who ~~applicable~~may onbe eligible, the ~~Owner’s~~time ~~date~~when ofdistributions ~~death~~must commence, and certain other transactions. ~~All~~The ~~rights~~contributions ~~granted~~to ~~the~~an ~~Owner~~IRA ~~under~~may ~~the~~be ~~Contract~~deductible ~~will~~in ~~pass~~whole toor ~~any~~in ~~surviving~~part, ~~Joint~~depending ~~Owner~~on your income and, ifother ~~none,~~circumstances. In addition, distributions from certain other types of qualified plans may be “rolled over” on a tax-deferred basis into an IRA without regard to ~~the~~deduction ~~Annuitant~~limitations.

~~Death~~Tax on Certain Distributions Relating to IRAs. Distributions under a Certificate may be paid to the IRA, if permitted under the terms of ~~Owner~~the ~~Who~~IRA, Isor directly to you. Distributions paid to the ~~Annuitant~~IRA are not in and of themselves taxable.

IfIn ~~there~~the iscase of distributions from a ~~Contingent~~traditional IRA ~~Annuitant~~to ~~and~~you, aincluding ~~Joint~~payments ~~Owner~~to ~~who~~you isfrom ~~the~~a ~~surviving~~Certificate, ~~Spouse~~a ratable portion of the ~~deceased~~amount ~~Owner~~received is taxable, generally based on the ~~Joint~~ratio ~~Owner~~of ~~will~~your ~~become~~cost basis (if any) to your total accrued benefit under the ~~Owner and~~IRA. Section 72(t) of the ~~Beneficiary,~~Code imposes a 10% penalty tax on the ~~Contingent~~taxable ~~Annuitant~~portion ~~will~~of ~~become~~any distribution from IRAs. To the ~~Annuitant~~extent amounts are not includable in gross income because they have been properly rolled over to another IRA or to another eligible qualified plan, ~~and~~no ~~the~~tax ~~Contract~~penalty will ~~continue~~be imposed. The tax penalty also will not apply to: (a) distributions made on or after the date on which you reach age 59 1⁄2; (b) distributions following your death or disability (for this purpose disability is as defined in ~~force.~~Section 72(m)(7) of the Code); (c) distributions that are part of substantially equal periodic payments made not less frequently

If there is a Joint Owner who is the surviving Spouse of the deceased Owner but no Contingent Annuitant, the Joint Owner will become the Owner, Annuitant, and Beneficiary and may elect to take the Death Benefit or continue the Contract in force. 27

In ~~all other cases, we will pay the Death Benefit to the Beneficiary, even if a Joint Owner (who was not the Owner’s Spouse on the date of~~ ~~the~~ ~~Owner’s~~Table ~~death) and/or Contingent Annuitant are alive at the time~~ of ~~the Owner’s death, unless the sole Beneficiary is the deceased Owner’s surviving Spouse who may elect to become the Owner and Annuitant and to continue the Contract in force.~~ Contents

Ifthan ~~Owner/Annuitant~~annually ~~Dies~~for ~~After~~your ~~Annuity~~life ~~Commencement~~(or ~~Date~~life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; and (d) certain other distributions specified in the Code.

IfDistributions ~~the~~from ~~Owner/Annuitant~~a ~~dies~~Roth ~~after~~IRA ~~the~~generally ~~Annuity~~are ~~Commencement Date~~not taxed, ~~any~~except ~~benefit~~that, ~~payable~~once ~~must~~aggregate bedistributions ~~distributed~~exceed contributions to the ~~Beneficiary~~Roth inIRA, ~~accordance~~income ~~with~~tax and ata ~~least~~10% ~~as rapidly~~penalty astax may apply to distributions made (1) before age 59 1⁄2 (subject to certain exceptions) or (2) during the ~~annuity~~five ~~option~~taxable inyears ~~effect~~starting onwith the year ~~date~~in ofwhich ~~death~~the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion to a Roth IRA from a traditional IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

~~Contingent~~Generally, distributions ~~Annuitant~~from a traditional IRA must commence no later than April 1 of the calendar year following the year in which the individual attains age 70 1⁄2. Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his or her designated beneficiary. Distribution requirements also apply to IRAs (including Roth IRAs) upon the death of the IRA owner. If the required minimum distributions are not made, a 50% penalty tax is imposed as to the amount not distributed.

~~While~~Distributions ~~the~~from ~~Annuitant~~IRAs ~~is living~~ and atRoth ~~least~~IRAs 30generally are ~~days~~subject ~~prior~~ to ~~the~~withholding ~~Annuity~~for ~~Commencement~~the ~~Date,~~individual’s ~~you~~federal ~~may,~~income bytax ~~written Request~~liability, ~~designate~~subject orto ~~change~~the aindividual’s ~~Contingent Annuitant~~election ~~from~~not ~~time~~ to ~~time.~~have Atax ~~change~~withheld. ofThe ~~Contingent~~withholding ~~Annuitant~~rate ~~will~~varies ~~take~~according ~~effect~~to asthe type of ~~the~~distribution ~~date~~and the ~~Request~~individual’s ~~is processed, unless you specify a certain date~~tax status. ~~You are not required to designate a Contingent Annuitant.~~

~~Abandoned~~Distributions ~~Property~~that ~~Requirements~~are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

~~Every~~The ~~state~~Certificate ~~has~~provides ~~unclaimed~~that ~~property~~upon ~~laws~~your ~~which~~death, ~~generally~~a surviving ~~declare~~Spouse ~~annuity~~may ~~contracts~~have tocertain becontinuation ~~abandoned~~rights ~~after~~that ahe ~~period~~or ofshe ~~inactivity~~may ofelect ~~three~~ to ~~five~~exercise ~~years~~for ~~from~~ the ~~date~~ ~~the~~Certificate’s ~~Death~~death ~~Benefit~~benefit ~~is due~~ and ~~payable.~~any ~~For~~joint-life ~~example,~~coverage ifunder the ~~payment~~GLWB. ofAll aCertificate ~~Death~~provisions ~~Benefit~~relating ~~has~~to ~~been~~spousal ~~triggered,~~continuation ~~but,~~are available ifonly ~~after~~to a ~~thorough~~person ~~search,~~recognized weas ~~are~~a ~~still~~spouse ~~unable~~under tofederal ~~locate~~law. ~~the~~The ~~Beneficiary~~term, orSpouse, ~~the Beneficiary~~ does not ~~come~~include ~~forward to claim the Death Benefit in~~ a ~~timely~~party ~~manner, the Death Benefit will be paid~~ to ~~the~~a ~~abandoned~~registered ~~property~~domestic ~~division or unclaimed property office of the state in which the Beneficiary or you last resided~~partnership, ascivil ~~shown on our books and records~~union, or tosimilar ~~our~~formal ~~state~~relationship ofrecognized ~~domicile.~~under ~~The “escheatment” is revocable, however, and the~~ state islaw ~~obligated~~that ~~to pay the Death Benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it~~ is ~~important~~not ~~that~~denominated ~~you~~a ~~update~~marriage ~~your~~under ~~Beneficiary~~that ~~designations,~~state’s ~~including addresses, if and as they change~~law. ToConsult ~~make~~a ~~such~~tax ~~changes,~~adviser ~~please~~for ~~contact~~more usinformation byon ~~writing~~this ~~to us or calling us at our Administrative Office~~subject.

~~PAYMENT~~Annuity ~~PERIOD~~purchases by nonresident aliens. The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

Seek Tax ~~Annuity~~Advice. ~~Commencement~~The ~~Date~~above description of federal income tax consequences of the different types of IRAs which may be funded by a Certificate offered by this prospectus is only a brief summary meant to alert you to the issues and is not intended as tax advice. Anything less than full compliance with the applicable rules, all of which are subject to change, may have adverse tax consequences. Any person considering the purchase of a Certificate in connection with an IRA should first consult a qualified tax advisor, with regard to the suitability of a Certificate for the IRA.

~~When~~SALES ~~you~~OF ~~purchase~~THE the Contract, we will set the Annuity Commencement Date as the Contract Anniversary following the Annuitant’s 110th birthday. If there are Joint Annuitants, we will set the Annuity Commencement Date based on the age of the oldest Joint Annuitant. CERTIFICATES

27We have entered into an underwriting agreement with GWFS Equities for the distribution and sale of the Certificates. Pursuant to this agreement, GWFS Equities serves as principal underwriter for the Certificates, offering them on a continuous basis.

~~You~~GWFS ~~may~~Equities ~~change the Annuity Commencement Date by sending a Written Request in Good Order to our Administrative Office provided: (i) the request~~ is ~~made~~located ~~while an Owner is living; (ii) the request is received~~ at ~~our~~8515 ~~Administrative~~East ~~Office~~Orchard atRoad, Greenwood ~~least~~Village, 30CO ~~days~~80111. ~~before~~GWFS ~~the~~Equities ~~anticipated~~will ~~Annuity~~use ~~Commencement~~its ~~Date;~~best ~~and~~efforts ~~(iii) the~~to ~~requested~~sell ~~Annuity Commencement Date is at least two years after~~ the ~~Effective~~Certificates, ~~Date.~~but ~~Any such change~~ is ~~subject~~not required to sell any ~~maximum~~specific ~~maturity~~number ~~age restrictions that may be imposed by law and cannot extend past the Annuitant’s 110th birthday~~ or ~~the~~dollar ~~original~~amount ~~Annuity Commencement~~of ~~Date~~Certificates.

~~Terms~~GWFS Equities was organized as a corporation under the laws of ~~Income~~the ~~Payments~~State of Delaware in 1984 and is an affiliate of ours. GWFS Equities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

WeGWFS ~~use~~Equities ~~fixed~~offers ~~rates~~the ofCertificates ~~interest~~through its toregistered ~~determine~~representatives ~~the~~who ~~amount~~are ofregistered ~~Income~~with ~~Payments~~FINRA ~~payable~~and ~~under~~with the ~~Annuity~~states ~~Payment~~in ~~Options.~~which ~~Income~~they ~~Payments~~do ~~will~~business. ~~vary;~~More ~~however, depending~~information onabout ~~the~~GWFS ~~number~~Equities ofand ~~Annuitants~~its ~~living~~registered onrepresentatives ~~the~~is ~~Annuity~~available ~~Commencement~~at ~~Date~~www.finra.org ~~Once~~or ~~Income~~by ~~Payments~~calling ~~begin,~~800-289-9999. ~~you~~You ~~cannot~~can also ~~change~~obtain ~~the~~an ~~terms~~investor orbrochure ~~method~~from ofFINRA ~~those~~describing ~~payments.~~its WePublic doDisclosure ~~not apply an MVA to income payments~~Program.

If there is one Annuitant living on the Annuity Commencement Date, we will apply your Surrender Value to provide for a Life Income Option, unless you have elected an Annuity Payment Option before the Annuity Commencement Date or we are otherwise required under the Internal Revenue Code. If there are two Annuitants living on the Annuity Commencement Date, we will apply your Surrender Value to a Joint and Last Survivor Life Income Option unless you have elected an Annuity Payment Option before the Annuity Commencement Date or we are otherwise required by the Internal Revenue Code. We describe the Life Income Option and the Joint and Last Survivor Life Income Option under “Annuity Payment Options” below. 28

We ~~will make the first Income Payment on the Annuity Commencement Date. We may~~ ~~require~~ ~~proof~~Table of age and sex of the Annuitant/Joint Annuitants before making the first income payment. To receive Income Payments, the Annuitant/Joint Annuitant must be living on the Annuity Commencement Date and on the date that each subsequent payment is due as required by the terms of the Annuity Payment Option. We may require proof from time to time that this condition has been met. Contents

Registered representatives with GWFS Equities are also licensed as ~~Election~~insurance ofagents anin ~~Annuity~~the ~~Payment~~states ~~Option~~in which they do business and are appointed with us.

~~You~~GWFS ~~and/or~~Equities ~~the~~may ~~Beneficiary~~also ~~may~~enter ~~elect~~into toselling agreements ~~receive~~with ~~one~~unaffiliated ofbroker-dealers to sell the ~~Annuity~~Certificates. ~~Payment~~The ~~Options~~registered ~~described~~representatives ~~under “Options”~~of ~~below.~~these ~~The~~selling ~~Annuity~~firms ~~Payment~~are ~~Option~~registered with FINRA and ~~distribution,~~with ~~however,~~the ~~must~~states ~~satisfy~~in ~~the~~which ~~applicable~~they ~~distribution~~do ~~requirements~~business, ofare ~~Section 72(s)~~licensed oras ~~401(a)(9)~~insurance ofagents in the ~~Internal~~states ~~Revenue~~in which ~~Code~~they do business, asand ~~applicable.~~are appointed with us.

~~The~~We ~~election~~do ofnot anpay ~~Annuity~~commissions ~~Payment~~to ~~Option~~GWFS ~~must~~Equities beor ~~made~~to the byunaffiliated ~~written~~broker-dealers ~~Request~~in connection with the sale or solicitation of the Certificates. ~~The~~However, ~~election~~we ismay ~~irrevocable~~provide ~~after~~non-cash compensation in the ~~payments~~form ~~commence~~of training and education programs to registered representatives of GWFS Equities who sell the Certificates as well as registered representatives of unaffiliated broker-dealers. ~~The~~Registered ~~Payee~~representatives of GWFS Equities also sell other insurance products that we offer and may ~~not~~receive ~~assign~~certain non-cash items, such as conferences, trips, prizes and awards under non-cash incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale or ~~transfer~~solicitation ~~any~~of ~~future~~the ~~payments~~Certificates. ~~under~~Such ~~any~~compensation ~~option~~will not be conditioned upon achievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of the Certificates. The amount ~~applied~~of ~~under~~other ~~each~~cash ~~Annuity~~and ~~Payment~~non-cash ~~Option~~compensation ~~must~~paid beby atGWFS ~~least~~Equities ~~$250~~ or its affiliated companies ranges significantly among the ~~amount~~selling ~~required~~firms. GWFS Equities and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Certificates. Any amounts paid by GWFS Equities ~~provide~~to ana ~~initial~~selling ~~monthly~~firm ~~income~~or ~~payment~~by Great-West to a selling firm are derived from the general account assets of ~~$20~~Great-West and are not deducted from the Guarantee Benefit Fee. The Guarantee Benefit Fee does not vary because of such payments to such selling firms.

WeAlthough ~~will~~the ~~make~~Company ~~Income~~and ~~Payments~~GWFS ~~monthly,~~Equities do ~~quarterly,~~not ~~semiannually,~~anticipate ordiscontinuing ~~annually.~~offering ~~We will also furnish~~ the ~~amount~~ ofCertificates, ~~such~~we ~~payments~~do onreserve ~~request.~~the ~~Payments~~right ~~that~~to ~~are~~discontinue ~~less~~offering ~~than~~the ~~$20~~Certificates ~~will~~at ~~only~~any ~~be made annually~~time.

IfADDITIONAL ~~you~~INFORMATION ~~do not specify an Annuity Payment Option in your~~REGARDING ~~application,~~THE ~~the default payment option will be Life Income Option. You may change this payment option any time before payments begin on the Annuity Commencement Date.~~ CERTIFICATE

~~Annuity~~Owner ~~Payment Options~~ Questions

~~We offer~~The obligations to Owners and Covered Persons under the ~~following~~Group ~~Annuity~~Contracts ~~Payment~~and ~~Options:~~Certificates are ours. Please direct your questions and concerns to us at our Administrative Office.

~~Option~~Return 1 – Life Annuity. We make Income Payments during the life of the Annuitant, and the last payment is the one that is due before the Annuitant’s death. If the Annuitant dies shortly after Income Payments have begun, the Payee may receive less than your investment in the Contract. Privilege

~~Option~~Within 2the –free-look ~~Life~~period ~~Annuity~~(up ~~with~~to ~~Guaranteed~~30 ~~10-Year~~days ~~Period~~under applicable ~~Certain.~~state Welaw) ~~make~~after ~~Income~~you ~~Payments~~receive ~~during~~an ~~the~~individual ~~life~~contract, ofyou ~~the~~may ~~Annuitant,~~cancel ~~with~~it ~~payments~~ for aany ~~guaranteed minimum~~reason ~~period~~by ofdelivering 10or ~~years.~~mailing it postage prepaid to:

~~Option~~Great-West 3Life –& ~~Joint and Last Survivor~~ Annuity. ~~We make Income Payments during the lifetimes of the Annuitant and the Joint~~Insurance ~~Annuitant.~~Company ~~Upon~~Annuity the death of one Annuitant, Income Payments to the Payee continue during the lifetime of the surviving Joint Annuitant. If both the Annuitant and Joint Annuitant die shortly after Income Payments have begun, the Payee may receive less than your investment in the Contract. Administration

~~Option~~8515 4East ~~– Joint and Last Survive with Guaranteed 10-Year Period Certain. We make Income Payments during~~Orchard ~~the life of the Annuitant and Joint Annuitant, with payments for a guaranteed minimum period of 10 years.~~ Road

28Greenwood Village, CO 80111

~~Option~~If ~~5 – Life Annuity with Cash Refund. We make Income Payments during~~ the ~~lifetime~~Owner ofcancels ~~the~~an ~~Annuitant~~individual contract, ~~and~~ the individual ~~last~~contract ~~payment~~will isbe ~~the~~void. ~~one~~Any ~~that~~applicable isfree-look ~~due~~does ~~before~~not include the ~~Annuitant’s~~Covered ~~death~~Fund, ~~the~~which ~~Payee~~is ~~may receive~~ a ~~lump~~separate ~~sum~~investment ~~refund.~~from ~~The amount of~~ the ~~lump~~individual ~~sum~~contract. ~~refund~~There ~~equals~~is ~~the~~no ~~amount~~free-look ~~applied~~period tofor ~~this~~purchasers ~~Annuity~~of ~~Option minus the total paid to the Annuitant under this option~~Certificates.

~~Option~~State ~~6 – any other form of annuity payment acceptable to Great-West.~~ Regulation

~~The~~As ~~options~~a ~~described~~life ~~above~~insurance ~~may~~company ~~not~~organized beand operated ~~offered~~under inthe ~~all~~laws ~~states.~~of Wethe ~~may~~State ~~offer~~of ~~other~~Colorado, ~~Annuity~~we ~~Payment~~are ~~Options.~~subject Ifto ~~your~~provisions ~~Contract~~governing islife ainsurers ~~Qualified~~and ~~IRA~~to ~~Annuity~~regulation ~~Contract or~~by ~~you purchase~~ the ~~Contract~~Colorado ~~through~~Commissioner anof ~~IRA~~Insurance. ~~Account,~~Our ~~not~~books ~~all~~and ~~options~~accounts ~~may~~are ~~satisfy~~subject ~~required~~to ~~minimum~~review ~~distribution~~and ~~rules.~~examination ~~Consult~~by athe ~~tax~~Colorado ~~advisor~~Division of ~~for more information~~Insurance.

~~MISCELLANEOUS PROVISIONS~~ 29

~~Periodic~~ ~~Communications~~Table toof ~~Owners~~ Contents

~~Account~~Evidence ~~statements~~of ~~will be provided to you periodically~~Death, ~~but not less frequently than annually by us~~Age, ~~your IRA custodian~~Gender, or ~~a designated third party.~~ Survival

~~Amendments~~We tomay require proof of the ~~Contract~~age, gender, death, or survival of any person or persons before acting on any applicable Certificate provision.

~~The~~LEGAL ~~Contract~~MATTERS ~~may~~REGARDING ~~be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Changes in the~~THE ~~Contract may need to be approved by the state insurance departments. The consent of the Owner to an amendment will be obtained to the extent required by law.~~ CERTIFICATE

~~Assignment~~Certain matters regarding the offering of the securities herein have been passed upon by the Associate General Counsel for the Company. Eversheds Sutherland (US) LLP has provided advice on certain matters relating to the application of federal securities laws to the Certificates.

~~The~~Cyber ~~interests of~~Security ~~the Owner in the Contract may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated, unless otherwise required by state law as detailed in Appendix B.~~ Risks

~~Misstatements~~Our variable annuity contract business is highly dependent upon the effective operation of our computer systems and those of our business partners, so that our business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, misuse, corruption, and destruction of data maintained online or digitally, denial of service on our website and other operational disruption, and unauthorized release of confidential owner information. Cyber-attacks affecting us, the Portfolios, intermediaries and other affiliated or third-party service providers may adversely affect us and your Annuity Account Value. For instance, cyber-attacks may interfere with our processing of Contract transactions, including the processing of Transfer Requests from our website or with the Portfolios, impact our ability to calculate accumulation unit values, cause the release and possible destruction of confidential owner or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the Portfolios invest, which may cause the Portfolios underlying your Contract to lose value. There can be no assurance that we or the Portfolios or our service providers will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

IfAbandoned ~~payments~~Property made were too large because of a misstatement of age, Great-West may deduct the difference from the next payment or payments with interest. If payments were too small, Great-West may add the difference to the next payment with interest. Any interest payable will be made at the rate required by law. Requirements

~~FINANCIAL~~Every ~~CONDITION~~state OFhas ~~THE~~unclaimed property ~~COMPANY~~laws that generally provide for escheatment to the state of unclaimed property (including proceeds of annuity contracts) under various circumstances. This “escheatment” is revocable, however, and the state is obligated to pay the applicable proceeds if the property owner steps forward to claim it with the proper documentation. To help prevent such escheatment, it is important that you keep your contact and other information on file with us up to date, including the names, contact information, and identifying information for owners, annuitants, beneficiaries, and other payees.

AsADDITIONAL anINFORMATION ~~insurance~~REGARDING ~~company,~~THE we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our contract owners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our general account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product. COMPANY

~~State~~Corporate ~~insurance~~Organization regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and ~~stocks, as well as the loss in value of these investments resulting from a loss in their market value.~~ Overview

WeGreat-West ~~invest~~Life ~~the~~& ~~majority~~Annuity ofInsurance ~~Purchase~~Company is ~~Payments~~a ~~received~~stock ~~under~~life ~~the~~insurance ~~Contract~~company inthat ~~fixed~~was ~~income~~originally ~~securities~~organized ~~and~~under the ~~remaining~~laws ~~portion~~of ~~in derivative instruments that hedge~~ the ~~movements~~State of ~~the~~Kansas ~~Indices.~~as ~~We place~~ the ~~securities~~National ~~and~~Interment ~~derivative~~Association. ~~instruments~~Our inname ~~the~~was ~~Separate~~changed ~~Account,~~to ~~which~~Ranger isNational ~~insulated~~Life ~~from~~Insurance ~~the~~ Company’s ~~general~~in ~~creditors.~~1963 Weand ~~purchase~~to ~~the~~Insuramerica ~~derivative~~Corporation ~~instruments with the intent~~ prior to ~~provide~~changing ~~similar investment returns relative~~ to ~~the~~our ~~Strategies~~current ~~offered~~name in ~~your Contract~~1982. ~~The~~In ~~fixed~~September ~~income~~of ~~securities~~1990, ~~which~~we ~~include~~re-domesticated ~~bonds~~under ~~and~~the ~~commercial~~laws ~~mortgage~~of ~~backed~~the ~~securities,~~State ~~are~~of ~~used~~Colorado. toOur ~~support~~executive ~~the~~office ~~Contract~~is ~~guarantees,~~located ~~but~~at ~~are~~8515 ~~not~~East ~~directly~~Orchard ~~reflected~~Road, inGreenwood ~~your Strategy~~Village, ~~Value.~~Colorado 80111.

The Company’s ~~general~~is ~~account~~a ~~assets~~direct ~~are~~wholly-owned ~~also~~subsidiary of ~~available~~GWL&A toFinancial ~~meet~~Inc. ~~the~~(“GWL&A ~~guarantees~~Financial”), ~~under~~a ~~the~~Delaware ~~Contract~~holding ascompany. GWL&A ~~well~~Financial asis ~~our~~a ~~other~~direct ~~general~~wholly-owned subsidiary of Great-West Lifeco U.S. LLC. (“Lifeco U.S.”) and an indirect wholly-owned ~~obligations~~subsidiary of Great-West Lifeco Inc. ~~All~~(“Lifeco”), ~~guarantees~~a ~~under~~Canadian holding company. Lifeco operates in the ~~Contract~~United ~~are~~States ~~subject~~primarily tothrough the ~~claims~~Company ~~paying~~and ~~ability~~through Putnam Investments, LLC (“Putnam”), and ~~financial~~in ~~strength~~Canada ofand ~~the~~Europe through The Great-West Life Assurance Company (“Great-West Life”) and its subsidiaries, London Life Insurance Company (“London Life”), The Canada Life Assurance Company (“CLAC”), and Irish Life Group Limited. Lifeco Inis ~~the~~a ~~event~~subsidiary of ~~shortfalls~~Power Financial Corporation (“Power Financial”), a Canadian holding company with substantial interests in the ~~Separate~~financial ~~Account~~services ~~assets~~industry. Power ~~relative~~Corporation toof ~~the~~Canada ~~value~~(“Power Corporation”), a Canadian holding and management company, has voting control of ~~guarantees~~Power ~~under~~Financial. ~~the~~The ~~Contract~~Desmarais Family Residuary Trust, wethrough ~~may transfer~~a ~~assets~~group ~~from~~of private holding companies that it controls, has voting control of Power Corporation.

29The shares of Lifeco, Power Financial, and Power Corporation are traded publicly in Canada on the Toronto Stock Exchange.

the Company’s general account to the Separate Account. For example, investment grade downgrades, or derivative yields less Strategy Credit may cause shortfalls that may require the use of general account assets to support the Contractual guarantees. 30

We ~~credit your Strategy Value based on the performance of Indices and Crediting Factors(s)~~ ~~that~~ ~~you~~Table ~~select, without regard to performance~~ of the fixed income securities and derivative instruments that we place in the Separate Account. As an Owner of a Contract, you do not in participate in the performance of the assets held in the Separate Account and do not have any direct claim on them. Contents

~~How~~Business to Obtain More Information. We encourage both existing and prospective Owners to read and understand our financial statements. We prepare our financial statements on both a statutory basis and according to Generally Accepted Accounting Principles (GAAP). If you would like a free copy of ~~our financial statements filed in our most recent Form 10-K, call (800) 537-2033 or write to~~ the Administrative Office. In addition, our financial statements filed in our Form 10-K are available on the SEC’s website at http://www.sec.gov. You may obtain our audited statutory financial statements and any unaudited statutory financial statements that may be available by visiting our website at www.greatwest.com. Company

~~You~~The ~~also will~~Company ~~find~~offers onretirement ~~our~~plans ~~website~~and services, ~~information~~investment onproducts, ~~ratings~~and ~~assigned~~annuities to usindividuals, bybusinesses, ~~one~~and orother ~~more~~private ~~independent~~and ~~rating~~public organizations throughout the United States, Puerto Rico, Guam, and the United States Virgin Islands. ~~These~~The ~~ratings~~Company ~~are~~is ~~opinions~~authorized to engage in the sale of anlife ~~operating~~insurance, accident and health insurance ~~company’s~~and ~~financial~~annuities. ~~capacity~~It is qualified to ~~meet~~do business in all states in the ~~obligations~~United ofStates, ~~its~~except ~~insurance~~New York, and ~~annuity~~ ~~contracts~~in ~~based~~the onDistrict ~~its~~of ~~financial~~Columbia, ~~strength~~Puerto Rico, Guam and~~/or~~ ~~claims-paying~~the ~~ability~~U.S. Virgin Islands. The Company is also a licensed reinsurer in New York.

~~TAXATION~~The Chief OFOperating ~~THE~~Decision ~~CONTRACT~~Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of the Company and Lifeco U.S. The CODM reviews the financial information for the purposes of assessing performance and allocating resources based upon the results of Lifeco U.S. and other U.S. affiliates prepared in accordance with International Financial Reporting Standards. The CODM, in his capacity as CEO of the Company, reviews the Company’s financial information only in connection with the periodic reports that are filed with the Securities and Exchange Commission (“SEC”). Consequently, the Company does not provide its discrete financial information to the CODM to be regularly reviewed to make decisions about resources to be allocated or to assess performance. For purposes of SEC reporting requirements under a statutory basis of accounting, the Company has chosen to present its financial information in three segments, notwithstanding the above. The three segments are: Individual Markets, Empower Retirement, and Other.

~~The~~Through ~~following~~its ~~discussion~~Empower isRetirement ~~general~~segment, inthe Company ~~nature~~provides various retirement plan products and isinvestment ~~not~~options ~~intended~~as well as ~~tax~~comprehensive ~~advice.~~administrative ~~Each~~and ~~person~~recordkeeping ~~concerned~~services ~~should~~for ~~consult~~financial ainstitutions ~~competent~~and ~~tax~~employers ~~adviser.~~which Noinclude ~~attempt~~educational, isadvisory, enrollment, and communication ~~made~~services tofor ~~consider~~employer-sponsored ~~any~~defined ~~applicable~~contribution ~~state~~plans orand ~~other~~associated ~~income~~defined ~~tax~~benefit ~~laws~~plans. Effective January 1, ~~any~~2015, ~~state~~the ~~and~~retirement ~~local~~services ~~estate~~businesses orof ~~inheritance~~the ~~tax~~Company, orthe ~~other~~acquired ~~tax~~J.P. ~~consequences~~Morgan ofRetirement ~~ownership~~Plan orServices ~~receipt~~(“RPS”) ofand Putnam ~~Distributions~~merged under athe ~~Contract.~~Empower Retirement brand, creating the second largest recordkeeping provider in the U.S.

~~When~~Through ~~you~~its ~~invest~~Individual inMarkets ansegment, ~~annuity~~the Company ~~contract,~~offers ~~you~~various ~~usually~~forms doof ~~not~~life ~~pay~~insurance, ~~taxes~~annuity, onand ~~your~~retirement ~~investment~~products. ~~gains~~On ~~until~~January ~~you~~24, ~~withdraw~~2019, the ~~money—generally~~Company ~~for~~announced ~~retirement purposes.~~that ~~Withdrawals~~it ~~for~~had ~~other~~that ~~purposes~~it ~~also~~had ~~may~~entered beinto ~~taxable—including~~an ~~payments~~agreement wewith ~~may~~Protective ~~directly~~Life toInsurance ~~your~~Company ~~Consultant.~~(“Protective”) Ifto ~~you~~sell, via ~~invest~~indemnity inreinsurance, ansubstantially ~~annuity~~all ~~as part~~ of anits non-participating individual ~~retirement~~life ~~plan,~~insurance ~~pension~~and ~~plan~~annuity orbusiness ~~employer-sponsored~~and ~~retirement~~group ~~program, your~~life ~~contract~~and ishealth ~~called~~business, aincluding ~~Qualified~~the ~~Contract~~Contracts. IfSubject ~~your~~to ~~annuity~~the isprovision ~~independent~~ of ~~any~~certain ~~formal~~services ~~retirement~~by orthe ~~pension~~Company ~~plan,~~or itits affiliates isfor ~~termed~~ a ~~Non-Qualified~~transitional ~~Contract.~~period ~~The~~following ~~tax~~the ~~rules~~closing, ~~applicable~~Protective towill ~~Qualified~~agree ~~Contracts~~to ~~vary~~provide ~~according~~administration tofor the ~~type~~Contracts ofin ~~retirement plan~~accordance ~~and~~with ~~the~~their terms and conditions. ofThe ~~the~~transaction ~~plan.~~is ~~See~~expected ~~“Non-Natural~~to ~~Person”~~close ~~below~~in ~~for~~the afirst ~~discussion~~half of ~~Non-Qualified~~2019 ~~Contracts~~subject ~~owned~~to regulatory ~~by persons such as corporations~~ and ~~trusts~~customary ~~that~~closing ~~are not natural persons~~conditions.

ANo ~~transfer~~customer accounted for 10% or ~~assignment~~more of ~~ownership~~the Company’s ofconsolidated arevenues ~~Contract,~~during the ~~designation~~years of2018, an2017, ~~Annuitant~~or ~~other~~2016. ~~than~~In ~~the Owner~~addition, ~~the~~no ~~selection~~segment of ~~advanced~~the ~~Payout~~Company’s ~~Dates,~~business oris ~~the exchange~~dependent ofupon a ~~Contract~~single ~~may~~customer ~~result~~or ina ~~certain~~few ~~tax~~customers, ~~consequences~~the toloss ~~you~~of ~~that~~which ~~are~~would ~~not~~have ~~discussed~~a ~~herein~~significant effect on it or its business segments’ operations. AnThe ~~Owner~~loss ~~contemplating~~of business from any ~~such~~one, ~~transfer~~or a few, ~~assignment~~independent brokers or ~~exchange,~~agents ~~should~~would ~~consult~~not have a ~~tax~~material ~~advisor~~adverse aseffect toon the ~~tax~~Company ~~consequences.~~or its business segments.

~~Taxation~~Empower ofRetirement ~~Non-Qualified~~Segment ~~Contracts~~Principal Products

~~Required~~Through ~~Distributions.~~its InEmpower ~~order~~Retirement tosegment, bethe Company ~~treated~~provides asvarious anretirement ~~annuity~~plan ~~contract~~products ~~for~~and ~~Federal~~investment ~~income tax purposes~~options, ~~Section 72(s)~~as ofwell ~~the~~as ~~Internal Revenue~~comprehensive ~~Code~~administrative ~~requires~~and ~~any~~recordkeeping ~~Non-Qualified~~services ~~Contract~~for tofinancial ~~contain~~institutions ~~certain~~and ~~provisions~~employers, ~~specifying~~which ~~how~~include ~~your~~educational, ~~interest~~advisory, inenrollment, ~~the~~and ~~Contract~~communication services ~~will~~for beemployer-sponsored ~~distributed~~defined incontribution ~~the~~plans ~~event~~and ofassociated ~~the~~defined ~~death~~benefit ofplans anunder ~~Owner~~Internal ofRevenue ~~the~~Code ~~Contract.~~Sections ~~Specifically~~401(a), ~~section 72~~401(sk), ~~requires that~~ 403(ab) ~~if any Owner dies on or after the annuity starting date~~, ~~but prior to the time the entire interest in the contract has been distributed~~408, ~~the~~and ~~entire~~457. ~~interest~~Defined incontribution ~~the~~plans ~~contract~~provide ~~will~~for bebenefits ~~distributed~~based atupon ~~least as rapidly as under~~ the ~~method~~value of ~~Distribution~~contributions ~~being~~to, ~~used~~and asinvestment ofreturns ~~the~~on, ~~date~~an ~~of such Owner~~individual’s ~~death;~~account. ~~and~~This ~~(b) if~~has ~~any~~been ~~Owner~~a ~~dies~~rapidly ~~prior~~growing toportion ~~the~~of ~~annuity starting date,~~ the ~~entire~~retirement ~~interest~~marketplace in ~~the~~recent ~~Contract will be distributed within five~~ years ~~after the date of such Owner’s death~~.

The ~~Non-Qualified~~retirement ~~Contracts~~plan ~~contain~~products ~~provisions~~and ~~that~~investment options ~~are~~offered ~~intended~~by tothe ~~comply~~Company ~~with~~include ~~these~~mutual ~~Internal~~funds ~~Revenue~~and ~~Code~~collective ~~requirements~~trusts, ~~although~~guaranteed nointerest ~~regulations interpreting~~rate ~~these~~investment ~~requirements~~products, ~~have yet been issued. We intend to review such provisions~~ and ~~modify~~variable ~~them~~annuity ifproducts ~~necessary~~designed to ~~assure~~meet ~~that~~the ~~they~~specific ~~comply~~needs ~~with~~of the ~~applicable~~customer. ~~requirements~~In ~~when~~addition, ~~such~~the ~~requirements~~Company ~~are~~offers ~~clarified~~both customized byannuity ~~regulation~~and ornon-annuity ~~otherwise~~products.

~~Other~~IRAs—The ~~rules~~Company ~~may~~offers ~~apply~~an individual retirement account (“IRA”) product to ~~Qualified~~the ~~Contracts~~public and as a distribution option for employees terminated from employer-sponsored defined contribution plans. The Company earns asset-based fees and per account fees for providing administrative and recordkeeping services for IRA accounts. For those IRAs invested in mutual funds, the Company can be reimbursed by the mutual funds for marketing, sales, and service costs under various revenue sharing agreements.

~~Non-Natural~~Mutual ~~Person.~~funds Ifand acollective ~~non-natural~~trusts ~~person (e.g., a corporation or a trust) owns a Non~~-~~Qualified~~ ~~Contract,~~The ~~the~~Company ~~taxpayer~~earns ~~generally~~administration ~~must~~fees ~~include in~~under ~~income~~various ~~any~~revenue ~~increase~~sharing inagreements ~~the~~from ~~excess~~mutual offunds ~~the~~and ~~account~~collective ~~value~~trusts ~~over~~for ~~the~~marketing, ~~investment in the Contract (generally~~sales, ~~the~~and ~~Purchase~~service ~~Payment~~costs orincurred ~~other~~while ~~consideration~~providing ~~paid~~services ~~for the contract) during the taxable year. There are some exceptions~~ to ~~this rule and a~~individuals ~~prospective Owner that is not a natural person should discuss these with a tax adviser.~~ and

30 31

~~The~~ ~~following~~ ~~discussion~~Table ~~generally~~of ~~applies to Contracts owned by natural persons.~~ Contents

~~Withdrawals.~~institutional ~~When~~clients aon ~~withdrawal~~behalf ~~from~~of ~~a Non-Qualified Contract occurs,~~ the ~~amount~~funds. ~~received~~On ~~will be treated as ordinary income subject to tax up to~~proprietary ancollective ~~amount~~trusts, ~~equal to~~ the ~~excess (if any) of the Contract Value immediately before the Distribution over the Owner’s investment in the Contract (generally~~Company, ~~the~~through ~~Purchase~~its ~~Payments~~wholly-owned orsubsidiary ~~other~~Great-West ~~consideration~~Trust ~~paid for the Contract~~Company, ~~reduced~~LLC by(“Great-West ~~any~~Trust ~~amount previously distributed from the Contract that was not subject to tax~~Company”) ~~at that time. Immediately before a withdrawal~~, ~~the~~earns Contract Value may have to be increased by any positive MVA that results from a withdrawal. There is, however, no definitive guidance on the proper tax treatment of MVAs and you may want to discuss the potential tax consequences of an ~~MVA with your tax adviser. In the case of a surrender under a Non~~asset-~~Qualified~~based ~~Contract,~~management ~~the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract~~fee.

InGuaranteed ~~the~~interest ~~case~~rate ofinvestment aproducts ~~withdrawal~~- ~~under~~On aits ~~Qualified~~guaranteed ~~Contract,~~interest arate ~~ratable~~investment ~~portion~~products, of the ~~amount~~ ~~received~~Company isearns ~~taxable,~~investment ~~generally~~margins ~~based~~ on the ~~ratio~~difference ofbetween the ~~“investment~~income earned on investments in its general account and the ~~contract”~~interest credited to the ~~individual~~ participant’s ~~total~~ account balance. orThe ~~accrued~~Company’s ~~benefit~~general ~~under~~account assets support the ~~retirement~~guaranteed ~~plan~~investment products. The ~~“investment~~Company inalso ~~the~~manages ~~contract”~~fixed ~~generally~~interest rate products known as stable value funds that may be structured as separate ~~equals~~accounts, ~~the~~pooled ~~amount~~collective oftrusts, ~~any~~and ~~non-deductible~~custom ~~Purchase~~collective ~~Payment~~trusts ~~paid~~for bywhich orit onis ~~behalf~~paid ofa ~~any~~management ~~individual.~~fee Inthat ~~many~~is ~~cases,~~earned by the ~~“investment~~Company ineither ~~the~~directly ~~contract”~~or ~~under~~through aits ~~Qualified~~wholly-owned ~~Contract~~subsidiaries ~~can~~Great-West beCapital ~~zero.~~Management, LLC (“Great-West Capital Management”) or Great-West Trust Company.

~~Penalty~~Variable ~~Tax~~annuity onproducts ~~Certain~~- ~~Withdrawals.~~The InCompany’s variable annuity products provide the ~~case~~opportunity offor aclients ~~Distribution~~to ~~from~~invest on a ~~Non-Qualified~~tax ~~Contract,~~deferred ~~there~~basis ~~may~~with the ability to annuitize assets. Variable annuities can be anmade ~~imposed~~available ~~federal~~with ~~tax~~GLWB ~~penalty~~which ~~equal~~guarantees that the client is able to ~~ten~~take ~~percent~~contractually specified withdrawals from their assets that will continue for life regardless of market performance or longevity. The Company earns fees from the ~~amount~~separate ~~treated~~account asfor ~~income~~mortality and expense risks pertaining to the variable annuity contract and/or for providing administrative services. InFor ~~general,~~variable ~~however~~annuity assets invested in mutual funds, ~~there~~the Company is noreimbursed ~~penalty~~by onthe ~~distributions~~mutual iffunds ~~they~~for marketing, sales, and service costs under various revenue sharing agreements. There are: additional fees charged for election of guaranteed minimum benefits. The GLWB products may be available in variable annuity products or as a stand-alone contract.

●Administrative ~~made~~and onrecordkeeping services - The Company receives asset-based and/or ~~after~~participant-based ~~the~~fees ~~taxpayer~~for ~~reaches~~providing ~~age~~third-party 59administrative ~~1⁄2;~~and recordkeeping services to financial institutions and employer-sponsored retirement plans. The number of Empower Retirement participant accounts has grown to 8.8 million at December 31, 2018, from over 8.3 million at December 31, 2017.

●The ~~made~~Company’s onmarketing orfocus ~~after~~is directed toward providing investment management, advisory services, and recordkeeping services under Internal Revenue Code Sections 401(a), 401(k), 403(b), 408, and 457 to private corporations, state and local governments, hospitals, non-profit organizations, and public school districts. Through the ~~death~~Company’s ofwholly-owned, anregistered ~~Owner;~~subsidiaries, Great-West Capital Management, and Advised Assets Group, LLC (“Advised Assets Group”), the Company provides investment management and advisory services. Through the Company’s wholly-owned subsidiary FASCore, LLC, the Company targets and partners with other large financial institutions to provide third-party recordkeeping and administration services.

●Certain ~~attributable~~revenues toand expenses generated from the above ~~taxpayer’s~~products ~~becoming~~from ~~disabled;~~the orEmpower Segment are represented in changes in value of investment in subsidiaries, as discussed further in the statutory financial statements attached.

●Individual ~~made~~Markets asSegment ~~part~~Principal ~~of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.~~Products

~~Other~~The ~~exceptions~~Company’s ~~may~~Individual beMarkets ~~applicable~~segment distributes ~~under~~life ~~certain~~insurance, ~~circumstances~~annuity, and ~~special~~retirement ~~rules~~products ~~may~~to beboth ~~applicable~~individuals inand ~~connection~~businesses ~~with~~through ~~the~~various ~~exceptions~~distribution ~~enumerated above~~channels. ~~Exceptions~~ ~~may~~Life ~~apply~~insurance toproducts ~~distributions~~in-force ~~from~~include aparticipating ~~Qualified~~and ~~Contract.~~non-participating ~~You~~term ~~should~~life, ~~consult~~whole alife, ~~qualified~~universal life, ~~tax~~and ~~adviser.~~variable universal life.

~~Income~~Participating ~~Payments.~~life ~~Although~~insurance ~~tax consequences~~- ~~may~~Participating ~~vary~~policyholders ~~depending~~share onin the ~~payout~~financial ~~option~~results ~~elected under an annuity contract, a portion~~ of ~~each~~the ~~income~~participating ~~payment~~business isin ~~generally not taxed and~~ the ~~remainder~~form ~~is taxed as ordinary income. The non-taxable portion~~ of anpolicyholder ~~income~~dividends ~~payment is generally determined in a manner~~ that isreflect ~~designed~~the todifference ~~allow~~between ~~you~~the toassumptions ~~recover~~used ~~your investment~~ in the ~~contract~~premium ~~ratably~~charged onand ~~a tax-free basis over~~ the actual ~~expected~~experience ~~stream~~on ofthose ~~income~~policies. ~~payments,~~The aspolicyholder ~~determined~~dividends ~~when~~can ~~income~~be ~~payments~~distributed ~~start.~~directly ~~Once~~to ~~your~~the ~~investment~~policyholders in the ~~contract has~~form ~~been~~of ~~fully~~cash ~~recovered,~~or ~~however,~~through ~~the~~an ~~full~~increase ~~amount~~in ofbenefits ~~each~~such ~~income~~as ~~payment~~paid-up isadditions. ~~subject~~The toCompany ~~tax~~no aslonger ~~ordinary~~actively ~~income.~~markets participating products.

~~Taxation~~Term oflife ~~Death~~- ~~Benefit. Amounts~~Term ~~may~~life beinsurance ~~distributed~~products ~~from~~provide acoverage ~~Contract~~for ~~because~~a ofstated ~~your~~period ~~death~~and orgenerally ~~the~~do ~~death~~not ofinclude the ~~Annuitant.~~accumulation ~~Generally, such amounts are includible in the income~~ of ~~the~~cash ~~recipient~~values. asTerm ~~follows:~~life ~~(i) if~~insurance ~~distributed~~products inpay a ~~lump~~guaranteed ~~sum,~~death ~~they~~benefit ~~are~~only ~~taxed~~if in the ~~same~~insured dies ~~manner~~within asthe ~~surrender~~coverage ofperiod. ~~the~~The ~~Contract,~~Company’s orterm ~~(ii) if~~life ~~distributed~~insurance ~~under~~earnings acome ~~payout~~from ~~option,~~the ~~they~~difference ~~are~~between ~~taxed~~cumulative inpremiums ~~the~~collected ~~same~~and ~~way~~actual asdeath ~~income payments~~claims.

~~Withholding.~~Whole ~~Annuity~~life ~~distributions~~- Whole ~~are~~life ~~generally~~insurance ~~subject~~products toprovide ~~withholding~~guaranteed death benefits in exchange for level premium payments for the ~~recipient’s~~life ~~federal~~of ~~income~~the ~~tax~~insured. ~~liability~~Whole life insurance products include the accumulation of cash values. ~~Recipients~~The policyholder can receive the accumulated ~~generally~~cash ~~elect,~~value ~~however,~~as ~~not~~a topayment ~~have~~by ~~tax~~surrendering ~~withheld~~the ~~from~~insurance ~~distributions~~policy before the death of the insured. The Company’s whole life insurance earnings come from investment income earned on assets held as reserve in the General Account and the difference between premiums collected and actual death claims.

Multiple Contracts. All Non-Qualified deferred annuity contracts that are issued by us (or our affiliates) to the same Owner during any calendar year are treated as one annuity contract for purposes of determining the amount includible in such Owner’s income when a taxable distribution occurs. 32

~~Further~~ ~~Information. We believe that the contracts will qualify as annuity contracts for Federal income tax purposes and the above discussion is~~ ~~based~~ onTable ~~that~~of ~~assumption.~~ Contents

~~Taxation~~Universal life - Universal life insurance products include a cash value component that is credited with interest at regular intervals. The account balances for the universal life products are held in the Company’s general account. The Company’s universal life insurance earnings result from the difference between the investment income and interest credited on customer cash values and from differences between charges for mortality and actual death claims. Universal life cash values are charged for the cost of ~~Qualified~~insurance ~~Contracts~~coverage and for administrative expenses.

~~The~~Variable ~~tax~~universal ~~rules~~life ~~applicable~~- toVariable ~~Qualified~~universal ~~Contracts~~life ~~vary~~products ~~according~~provide toinsurance coverage on the ~~type~~same ofbasis ~~retirement~~as ~~plan~~universal ~~and~~life, except that the ~~terms~~account ~~and~~balance ~~conditions~~is ofdirected by the ~~plan.~~policyholder ~~Your~~into ~~rights~~either ~~under~~separate aaccount investment options or into ~~Qualified~~the ~~Contract~~Company’s ~~may~~general beaccount ~~subject~~as toa fixed option within the ~~terms~~variable ofproduct. In the ~~retirement~~separate ~~plan~~account ~~itself~~investment options, ~~regardless~~the ofpolicyholder bears the ~~terms~~entire risk of the ~~Qualified~~investment ~~Contract~~results. ~~Adverse~~The ~~tax~~Company’s ~~consequences~~variable ~~may~~universal life insurance earnings result iffrom ~~you~~asset-based dofees, ~~not~~as ~~ensure~~well ~~that~~as ~~contributions,~~from ~~distributions~~the ~~and~~difference ~~other~~between ~~transactions~~fees ~~with respect~~collected tofor ~~the~~mortality ~~Contract~~as ~~comply~~compared ~~with~~to ~~the~~actual ~~law.~~death claims paid.

InVariable ~~the~~annuity ~~case~~products of- aThe ~~withdrawal~~Company’s ~~under~~variable aannuity ~~Qualified~~products ~~Contract,~~provide the opportunity for clients to invest on a ~~ratable~~tax ~~portion~~deferred ofbasis with the ~~amount~~ability ~~received~~to isannuitize ~~taxable,~~assets. Variable annuities can be made available with guaranteed minimum ~~generally~~death ~~based~~benefit on(“GMDB”) which guarantees the ~~ratio~~client’s beneficiaries will receive at least a return of premium (less the impact of withdrawals) upon death as well as a guaranteed lifetime withdrawal benefit (“~~investment~~GLWB”) inwhich guarantees that the ~~contract’’~~client is able to ~~the~~take ~~individual’s~~contractually ~~total~~specified ~~account~~withdrawals ~~balance~~from their assets that will continue for life regardless of market performance or ~~accrued~~longevity. ~~benefit~~The ~~under~~Company earns fees from the ~~retirement~~separate ~~plan~~account for mortality and expense risks pertaining to the variable annuity contract and/or for providing administrative services. InFor ~~many~~variable ~~cases~~annuity assets invested in mutual funds, the ~~“investment~~Company inis reimbursed by the ~~contract”~~mutual ~~under~~funds afor ~~Qualified~~marketing, sales, and service costs under various ~~Contract~~revenue ~~can~~sharing beagreements. ~~zero~~There are additional fees charged for election of guaranteed minimum benefits. The guaranteed minimum benefits may be available in variable annuity products or as a stand-alone contract.

31Retention is an important factor in profitability and is encouraged through product features. For example, the Company’s life insurance and annuity contracts may impose a surrender charge on policyholder balances withdrawn within the first 10 years of the contract’s inception. The period of time and level of the surrender charge vary by product.

~~Individual~~One ~~Retirement Annuities (IRAs), as defined in Section 408~~ of the ~~Internal~~principal ~~Revenue Code,~~markets ~~permit individuals to make annual contributions of up to the lesser of a specified dollar amount~~ for the ~~year~~Individual Markets orsegment ~~the~~is ~~amount of compensation includible in~~ the ~~individual’s~~executive ~~gross~~benefits ~~income for the year~~market. The ~~contributions~~primary ~~may~~executive bebenefits ~~deductible~~products in whole or in part, depending on the individual’s income. Distributions from certain retirement plans may be “rolled over” into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions) are ~~taxed~~single ~~when~~premium ~~distributed~~universal ~~from~~life ~~the IRA. A 10% penalty tax generally applies to distributions made before age 59 1⁄2~~insurance, ~~unless~~registered anvariable ~~exception applies.~~universal ~~Distributions~~life ~~that are rolled over to an IRA within 60 days are not immediately taxable~~insurance, ~~however~~private ~~only~~placement ~~one~~variable ~~such~~universal ~~rollover~~life ~~is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another~~ insurance (~~or the same~~“PPVUL”) ~~IRA in any 12-month period~~, ~~regardless~~and ofPPVUL ~~the~~with ~~number~~a ofstable ~~IRAs~~value ~~that~~guarantee ~~are owned~~feature. ~~The~~These ~~limit~~executive ~~will~~benefits ~~apply~~life byinsurance ~~aggregating~~policies ~~all~~indirectly offund anemployee ~~individual’s~~post-retirement ~~IRAs,~~benefits ~~including SEP~~ and ~~SIMPLE~~non-qualified ~~IRAs~~benefit asplans ~~well as traditional and Roth IRAs, effectively treating them as one IRA~~ for ~~purposes of the limit~~executives. ~~This limit does not apply to direct trustee-to-trustee transfers or conversation to Roth IRAs.~~

~~Roth~~Community IRAs, as described in Internal Revenue Code section 408A, permit certain eligible individuals to contribute to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA is generally subject to tax and ~~other~~regional ~~special~~/ ~~rules~~national ~~apply.~~banks The Owner may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are ~~not taxed, except that, once aggregate distributions exceed contributions to~~ the ~~Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age~~ ~~59 1⁄2~~primary ~~(subject~~purchasers toof ~~certain~~single ~~exceptions)~~premium oruniversal ~~(2) during~~life ~~the~~insurance ~~five~~utilizing ~~taxable years starting with~~ the ~~year~~general inaccount ~~which~~and ~~the~~hybrid ~~first contribution is made to any Roth IRA~~products. ARegional ~~10%~~/ ~~penalty~~national ~~tax~~banks ~~may~~sometimes ~~apply~~buy toPPVUL ~~amounts~~with ~~attributable to~~ a ~~conversion~~stable ~~from~~value ~~an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made~~guarantee. ~~Distributions~~Corporations ~~that~~indirectly ~~are~~funding ~~rolled~~executive ~~over~~benefits ~~to an IRA within~~purchase ~~60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or~~ the ~~same)~~registered ~~IRA~~variable inuniversal ~~any~~life ~~12-month~~insurance ~~period,~~and ~~regardless~~PPVUL ~~of the number of IRAs that are owned~~product. The ~~limit~~PPVUL ~~will~~products ~~apply~~offer bya ~~aggregating~~wide ~~all~~array of anequity ~~individual’s IRAs, including SEP~~ and ~~SIMPLE~~bond ~~IRAs~~fund asinvestment ~~well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit~~options. ~~This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.~~

~~Other~~Another ~~Tax~~principal ~~Issues.~~market ~~Qualified~~for ~~Contracts~~the ~~have~~Individual Markets ~~minimum~~segment ~~distribution~~is ~~rules~~the ~~that govern~~financial institutions market, which is a partnership between the ~~timing~~Company and ~~amount~~retail offinancial ~~distributions~~institutions to distribute individual life and annuity products. ~~You~~Through ~~should~~its ~~refer~~institutional topartners, ~~your~~the ~~retirement~~Company ~~plan~~has in excess of 182,000 ~~adoption~~advisors ~~agreement~~who sell its products. During 2018 and 2017, orthe ~~consult~~Company focused on the needs of the retiree marketplace by providing wealth transfer solutions to its bank partner’s customers via a ~~tax~~single ~~adviser~~premium ~~for~~universal ~~more~~life ~~information~~product ~~about~~and meeting ~~these~~the ~~distribution~~retirement ~~rules~~income needs via its variable annuity products including guaranteed benefits. Additionally, the Company continues its efforts to partner with large financial institutions to provide individual term life insurance.

~~Distributions~~Future ~~from~~Policy ~~Qualified~~Benefit ~~Contracts~~Liabilities ~~generally are subject to withholding for the Owner’s federal income tax liability. The withholding rate varies according to the type of distribution~~ and ~~the~~Life ~~Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld from distributions.~~ Insurance In-Force

~~Federal~~The ~~Estate~~amount ~~Taxes,~~of ~~Gift~~fixed ~~and~~annuity products ~~Generation~~in-~~Skipping~~force ~~Transfer~~is ~~Taxes~~measured by future policy benefits. The following table shows group and individual annuity policy benefits supported by the Company’s general account as well as the annuity balances in Empower Retirement and Individual Markets separate accounts for the years indicated:

While no attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a Beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the Contingent Owner or the actuarial value of the payments to be received by the Beneficiary. Consult an estate planning adviser for more information. 33

~~Under~~ ~~certain~~ ~~circumstances,~~Table ~~the Internal Revenue Code may impose a “generation skipping transfer (“GST”) tax” when all or part~~ of an annuity contract is transferred to, or a Death Benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Internal Revenue Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS. For 2015, the federal estate tax, gift tax and GST tax exemptions and maximum rates are $5,430,000 and 40%, respectively. Contents

The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

	(In millions)
Year Ended December 31,	General Account Annuity Benefits Liabilities	Empower Retirement Annuity Separate Accounts	Individual Markets Annuity Separate Accounts
2018	$12,948	$14,763	$3,009
2017	$12,556	$18,729	$2,577
2016	$12,279	$19,157	$1,957
2015	$11,309	$19,340	$1,660
2014	$10,890	$20,220	$1,581

~~Medicare~~For ~~Tax~~Variable Annuities, the future policy benefit liabilities are computed on the basis of prescribed Statutory valuation interest rates and other assumptions as required by Statutory Valuation Law. For all other annuities policy benefit liabilities are established at the contract holder’s account value, which is equal to cumulative deposits and credited interest, less withdrawals, mortality and certain other charges.

~~Distributions~~The ~~from~~general ~~non-qualified~~account ~~annuity~~also ~~policies~~has ~~will~~immediate annuities. beThe ~~considered~~policy ~~“investment~~benefit ~~income”~~liabilities for ~~purposes of~~ the ~~newly~~immediate ~~enacted~~annuities ~~Medicare~~are ~~tax~~computed on ~~investment~~ ~~income.~~the ~~Thus,~~basis inof ~~certain~~prescribed ~~circumstances,~~Statutory avaluation ~~3.8%~~interest ~~tax~~rates ~~may~~and bemortality ~~applied~~(where topayouts ~~some~~are orcontingent ~~the~~on ~~entire~~survivorship). ~~taxable~~These ~~portion~~assumptions generally vary by plan, year of ~~distributions~~issue, (eand policy duration.~~g.,~~ ~~earnings)~~Policy tobenefit ~~individuals~~liabilities ~~whose~~for ~~income~~immediate ~~exceeds~~annuities ~~certain~~without ~~threshold~~life ~~amounts.~~contingent ~~Please~~payouts ~~consult~~are acomputed ~~tax~~on ~~advisor~~the ~~for~~basis ~~more information.~~prescribed Statutory valuation interest rates.

32The following table summarizes Individual Markets life insurance future policy benefits liabilities, Individual Markets life insurance separate account balances, and Individual Markets life insurance in-force prior to reinsurance ceded for the years indicated:

Same-Sex Spouses

	(In millions)
Year Ended December 31,	Individual Markets Life Insurance Future Policy Benefits Liabilities	Individual Markets Life Insurance Separate Accounts	Individual Markets Life Insurance In-force
2018	$14,554	$6,304	$98,202
2017	$14,031	$6,215	$97,801
2016	$13,397	$5,771	$96,711
2015	$13,245	$5,479	$97,862
2014	$12,712	$5,308	$97,170

~~The~~For ~~Contract~~both ~~provides~~the Individual ~~that~~Markets ~~upon~~life ~~your~~insurance ~~death,~~future apolicy ~~surviving~~benefits ~~spouse~~liabilities ~~may~~and ~~have~~life ~~certain~~insurance ~~continuation~~separate ~~rights~~accounts, ~~that~~the hefuture orpolicy ~~she~~benefits ~~may~~are ~~elect~~computed toon ~~exercise for~~ the ~~Contract’s~~ ~~Death~~basis ~~Benefit~~of ~~and~~prescribed ~~any~~Statutory ~~joint-life~~valuation ~~coverage~~interest ~~under~~rates anand ~~optional living benefit~~mortality. ~~All~~These ~~Contract~~future ~~provisions~~policy benefits ~~relating~~liabilities ~~to spousal continuation~~ are ~~available~~calculated ~~only~~as ~~to a person who meets~~ the ~~definition~~present value of ~~“spouse”~~future ~~under~~benefits ~~federal~~(including ~~law.~~dividends) ~~The U.S.~~less ~~Supreme~~the ~~Court~~present ~~has~~value ~~held~~of ~~that~~future ~~same-sex~~net ~~marriages~~premiums, ~~must~~subject beto ~~permitted~~a ~~under~~cash ~~state~~surrender ~~law~~value ~~and that marriages recognized under state law will be recognized for federal law purposes~~floor. ~~Domestic~~The ~~partnerships~~assumptions ~~and~~used ~~civil~~in ~~unions~~calculating ~~that~~the ~~are~~future ~~not~~policy ~~recognized as legal~~benefits ~~marriages~~liabilities ~~under~~generally ~~state~~vary ~~law,~~by ~~however~~plan, ~~will~~year ~~not~~of beissue, ~~treated~~and aspolicy ~~marriages under federal law~~duration. ~~Consult a tax adviser for more information on this subject.~~

Additionally, for both the Individual Markets ~~Annuity~~life ~~Purchases~~insurance Byfuture ~~Nonresident~~policy ~~Aliens~~benefits liabilities and ~~Foreign~~life ~~Corporations~~insurance separate accounts, policy and contract claim liabilities are established for claims that have been incurred but not reported based on factors derived from past experience.

The ~~discussion~~aforementioned ~~above~~policy ~~provides~~benefit ~~general information regarding U.S. federal income~~liabilities ~~tax consequences to annuity purchasers that~~ are ~~U.S.~~computed ~~citizens~~amounts ~~or residents. Purchasers~~ that, ~~are~~with ~~not~~additions ~~U.S.~~from ~~citizens~~premiums orand ~~residents~~deposits ~~will~~to ~~generally~~ be ~~subject~~received toand ~~U.S.~~with ~~federal~~interest ~~withholding tax~~ on ~~taxable~~such ~~distributions from annuity contracts at a 30% rate~~liabilities, ~~unless~~ aare ~~lower~~expected ~~treaty~~to ~~rate applies. In addition, such purchasers may~~ be ~~subject~~sufficient to ~~state~~meet ~~and/or municipal taxes and taxes that may be imposed by~~ the ~~purchaser~~Company’s ~~country~~policy ofobligations ~~citizenship~~(such oras ~~residence.~~paying ~~Additional~~expected ~~withholding~~death ~~may~~or ~~occur with respect~~retirement tobenefits ~~entity~~or ~~purchasers~~surrender ~~(including foreign corporations, partnerships and trusts~~requests) ~~that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state,~~ and ~~foreign taxation with respect~~ to ~~an annuity~~generate ~~contract purchase~~profits.

~~Possible Tax Law Changes~~ 34

~~Although~~ ~~the~~ ~~likelihood~~Table of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Contract. Contents

WeMethod ~~have~~of ~~the~~Distribution ~~right~~of ~~to modify~~Products ~~the~~Within ~~Contract in response to legislative changes that could otherwise diminish~~ the ~~favorable~~Empower ~~tax~~Retirement ~~treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of any contract~~ and doIndividual ~~not~~Markets ~~intend the above discussion as tax advice.~~ Segments

~~ABOUT~~The USEmpower Retirement segment distributes products to plan sponsors through a subsidiary, GWFS Equities, Inc. (“GWFS Equities”), as well as through brokers, consultants, advisors, third-party administrators, and banks. It markets IRAs as a distribution option for employees terminated from employer-sponsored defined contribution plans through its Retirement Solutions Group, which includes a retail sales force. Recordkeeping and administrative services are distributed through institutional clients.

~~Great-West~~The isIndividual aMarkets ~~stock~~segment distributes individual life insurance ~~company~~through ~~that~~wholesale ~~was originally organized under the laws of the State of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963~~ and toretail ~~Insuramerica~~sales ~~Corporation~~force, ~~prior to changing to our current name in 1982. In September of 1990~~banks, ~~we re~~broker-~~domesticated~~dealers, ~~under~~and ~~the~~investment ~~laws of the State of Colorado~~advisors. ~~Our~~Executive ~~executive~~benefits ~~office is~~products ~~located~~are atdistributed ~~8515~~through ~~East~~wholesalers ~~Orchard~~and ~~Road,~~specialized ~~Greenwood Village, Colorado 80111~~consultants.

~~Great-West~~Competition isWithin a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the ~~financial~~Empower ~~services~~Retirement ~~industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding~~ and ~~management company. Mr. Paul Desmarais, through a group of private holding companies~~ ~~that~~Individual heMarkets ~~controls, has voting control of Power Corporation of Canada.~~ Segments

WeThe retirement plan services, life insurance, and investment marketplaces are ~~authorized~~highly tocompetitive. doThe ~~business~~Company’s incompetitors 49include ~~states~~insurance companies, ~~the~~banks, ~~District~~investment ofadvisors, ~~Columbia~~mutual fund companies, ~~Puerto~~and certain service and professional organizations. No ~~Rico,~~individual Ucompetitor or small group of competitors is dominant.S. ~~Virgin~~Competition ~~Islands~~focuses on name recognition, ~~and~~service, ~~Guam.~~technology, Wecost, ~~are~~variety ~~obligated~~of investment options, investment performance, product features, and price, in addition to ~~pay~~financial strength ~~all~~as ~~amounts~~indicated ~~promised~~by ~~under~~ratings ~~the~~issued ~~Contract.~~by nationally recognized agencies.

~~GWFS~~Empower ~~Equities~~Retirement ~~serves as principal underwriter for the Contracts and is a broker/dealer registered with the SEC. Great-West directly owns all stock of GWFS Equities.~~ Outlook

~~SALES~~As OFthe second largest recordkeeping provider in ~~THE~~the ~~CONTRACTS~~U.S., Empower Retirement is positioned for significant growth opportunities with expertise and diversification across all plan types, company sizes and market segments. The Company continually examines opportunities to structure products and develop strategies to stimulate growth in assets under management.

WeIn ~~offer~~2019, ~~the~~Empower ~~Contract~~Retirement’s onstrategies to adrive ~~continuous~~sales ~~basis. Contracts~~growth ~~are~~will ~~sold~~continue byto ~~licensed~~include ~~insurance~~active ~~agents~~marketing (of the ~~“Selling~~brand, ~~Agents”)~~investing in ~~those~~ ~~states~~product ~~where~~differentiation ~~the~~and ~~Contract~~offering ~~may~~a bebest-in-class ~~lawfully~~service ~~sold~~model. ~~Such~~ ~~Selling~~In ~~Agents~~2018, ~~will~~service beenhancements ~~registered~~were ~~representatives~~made ofto ~~affiliated~~this ormodel ~~unaffiliated~~including ~~broker~~standardizing and improving client-~~dealer~~facing ~~firms~~tools, ~~registered~~optimizing ~~under~~advisor ~~the~~relationship ~~Securities~~management ~~Exchange~~and ~~Act~~client ofalignment ~~1934,~~as well as ~~amended~~adopting ~~(the~~best ~~“1934 Act”)~~practices for participant communications. In 2019, ~~who~~investments ~~are~~will ~~members~~continue ofto ~~the~~be ~~Financial~~made ~~Industry~~to ~~Regulatory~~improve ~~Authority,~~the ~~Inc~~customer web experiences. This ~~(“FINRA”)~~includes ~~and~~Empower ~~who~~Retirement's ~~have~~unique, ~~entered~~interactive ~~into~~web-based ~~selling~~experience ~~agreements~~which ~~with~~was uslaunched ~~and~~to ~~the~~help ~~principal~~participants ~~underwriter~~understand ~~(the~~their ~~“Selling~~retirement ~~Broker-Dealers”)~~income needs. These efforts are expected to increase customer retention and ultimately increase participant retirement savings.

WeThe Company ~~and/or~~will ~~our~~continue ~~affiliates~~to ~~pay~~pursue ~~the~~operational ~~Selling Broker-Dealers compensation for the promotion and sale of the Contract~~efficiencies. ~~The~~ ~~Selling~~Great ~~Agents~~West ~~who~~Global ~~solicit~~Business ~~sales~~Services ~~of the~~India ~~Contract~~Private ~~typically~~Limited ~~receive~~(“Great aWest ~~portion~~Global”), ofan ~~the~~indirect ~~compensation paid by the Company to the Selling Broker~~wholly-~~Dealers~~owned insubsidiary ~~the form~~ of ~~commissions~~Lifeco orU.S. ~~other~~in ~~compensation~~India, ~~depending~~which onlaunched ~~the~~in ~~agreement~~2015 ~~between the Selling Broker-Dealer~~ and ~~the~~has ~~Selling~~over ~~Agent. The~~1,000 ~~Selling~~professionals ~~Agents~~based ~~are~~in ~~also~~India, ~~licensed~~will ascontinue ~~insurance~~to ~~agents~~expand bywith ~~applicable~~a ~~state~~focus ~~insurance~~on ~~authorities~~driving ~~and~~lower ~~appointed~~unit ~~as agents of~~ costs.

33Individual Markets Outlook

On January 24, 2019, the Company. ~~Selling~~announced ~~Agents~~that it ~~are~~had ~~also~~entered ~~eligible~~into ~~for~~an ~~various~~agreement ~~cash~~with ~~benefits~~Protective Life Insurance Company (“Protective”) to sell, ~~such~~via asindemnity ~~bonuses~~reinsurance, substantially all of its non-participating individual life insurance ~~benefits~~and annuity business and ~~financing~~group ~~arrangements~~life and health business. The transaction is in its initial stage, and ~~non-cash~~is ~~items~~expected to close in the first half of 2019 subject to regulatory and customary closing conditions. ~~Non-cash~~On ~~items~~the ~~include~~closing ~~conferences~~date of the proposed transaction, the Company will transfer to ~~seminars~~Protective ~~and~~assets ~~trips~~equal ~~(including~~to ~~travel,~~the ~~lodging~~statutory liabilities being reinsured and ~~meals~~will inreceive ~~connection~~a ~~therewith~~ceding commission (subject to post-closing adjustments), ~~entertainment,~~from ~~merchandise~~Protective ~~and~~in ~~other~~consideration ~~similar~~of ~~items~~the transferred business. ~~Sales~~The Company will retain a small block of participating ~~the~~life ~~Contracts~~insurance ~~may~~policies ~~help~~which ~~registered~~will ~~representatives~~be ~~qualify~~administered ~~for~~by ~~such~~Protective ~~benefits.~~Life following the close of the transaction.

~~The amount and timing of commissions we may pay to Selling Broker~~Post-~~Dealers~~transaction, ~~may~~the ~~vary~~Company ~~depending~~will focus on the defined ~~selling~~contribution ~~agreement~~retirement and ~~the~~asset ~~contract~~management ~~sold~~markets ~~but is not expected to be more than 8% of the Purchase Payment. We may pay or allow other promotional incentives or payments~~ in the ~~form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations~~U. S.

WeOther also pay compensation to wholesaling broker-dealers or other firms or intermediaries, including payments to affiliates of ours, in return for wholesaling services such as providing marketing and sales support, product training and administrative services to the Selling Agents of the Selling Broker-Dealers. These allowances may be based on a percentage of the Purchase Payment. Segment

InThe addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” compensations or reimbursements to Selling Broker-Dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular agreement governing the payments may vary among Selling Broker-Dealers depending on, among other things, the level and type of marketing and distribution support provided. Marketing and distribution support services may include, among other services, placement of the Company’s ~~products~~Other onreporting ~~the~~segment ~~Selling Broker-Dealers’ preferred or recommended list, increased access to the Selling Broker-Dealers’ registered representatives for purposes of promoting~~is ~~sales~~substantially ofcomprised ~~our products, assistance in training and education~~ of ~~the~~activity ~~Selling~~not ~~Agents,~~directly ~~and~~allocated ~~opportunities for us~~ to ~~participate in sales conferences and educational seminars. The payments or reimbursements may be calculated as a percentage of~~ the ~~particular~~ ~~Selling~~other ~~Broker-Dealer’s~~operating ~~actual~~segments ~~or expected aggregate sales of our index-linked annuity contracts (including the Contract)~~ and~~/or~~ ~~may~~interest beexpense aon ~~fixed dollar amount. Broker~~long-~~dealers~~term ~~receiving these additional payments may pass on some or all of the payments to the Selling Agent~~debt.

You should ask your Selling Agent for further information about what commissions or other compensation he or she, or the Selling Broker-Dealer for which he or she works, may receive in connection with your purchase of a Contract. Reinsurance

~~Commissions~~The ~~and~~Company ~~other~~enters ~~incentives~~into orreinsurance transactions ~~payments~~as ~~described~~a ~~above~~purchaser of reinsurance for its various insurance products and as a provider of reinsurance for some insurance products. Reinsurance transactions are ~~not~~assumed ~~charged~~from ~~directly~~and ceded to ~~you~~affiliated entities and third parties. WeWhen ~~intend~~purchasing reinsurance, the Company seeks to ~~recoup~~limit ~~commissions~~its ~~and~~exposure ~~other~~to ~~sales~~loss ~~expenses~~on ~~through~~any ~~fees~~single insured and ~~charges~~to ~~deducted~~recover a portion of benefits paid by ceding risks to other insurance enterprises under ~~the~~excess ~~Contract.~~coverage, quota share, yearly

We have entered into an underwriting agreement with GWFS Equities, for the distribution and sale of the Contracts. Pursuant to this agreement, GWFS Equities serves as principal underwriter for the Contracts, offering them on a continuous basis. GWFS Equities is located at 8515 East Orchard Road, Greenwood Village, CO 80111. GWFS Equities will use its best efforts to sell the Contracts, but is not required to sell any specific number or dollar amount of Contracts. 35

~~GWFS~~ ~~Equities was organized as a corporation under the laws of the State of Delaware~~ in ~~1984~~Table ~~and is an affiliate~~ of ours. GWFS Equities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”). Contents

~~GWFS~~renewable ~~Equities~~term, ~~offers~~coinsurance, and modified coinsurance contracts. Under the ~~Contracts~~terms ~~through~~of ~~registered~~these ~~representatives~~contracts, ~~who~~the ~~are~~reinsurer ~~registered with~~agrees ~~FINRA~~to ~~and~~reimburse ~~with~~the Company for the ~~states~~ceded amount in ~~which~~the ~~they~~event doa ~~business~~claim is paid. ~~More~~However, ~~information~~the ~~about~~Company ~~GWFS~~remains ~~Equities~~liable ~~and~~to its policyholders with respect to the ~~registered~~ceded ~~representatives~~insurance isif ~~available~~a atreinsurer ~~http://www~~fails to meet the obligations it assumed.~~finra.org~~ orAccordingly, bythe ~~calling~~Company ~~800~~strives to cede risks to highly rated, well-~~289-9999~~capitalized companies. ~~You~~The ~~can~~Company ~~also~~retains ~~obtain~~ an ~~investor~~initial ~~brochure~~maximum ~~from FINRA~~of ~~describing~~$3.5 ~~its~~million ~~Public~~of ~~Disclosure~~coverage ~~Program~~per individual life. ~~Registered~~This ~~representatives~~initial ~~with~~retention ~~GWFS~~limit ~~Equities~~of ~~are~~$3.5 million ~~also~~may ~~licensed~~increase asdue ~~insurance~~to ~~agents~~automatic policy increases in ~~the~~coverage ~~states~~at a maximum rate of $175 thousand per annum, with an overall maximum increase in ~~which~~coverage ~~they~~of do$1.0 ~~business~~million. The Company assumes risk from approximately 40 insurers and ~~are~~reinsurers ~~appointed~~by participating ~~with~~in usyearly renewable term and coinsurance pool agreements. InWhen ~~addition~~assuming risk, ~~registered~~the ~~representatives~~Company ofseeks ~~GWFS~~to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to ~~Equities~~loss ~~may~~on beany ~~eligible~~single ~~for~~life. ~~non-cash~~Maximum ~~compensation~~capacity ~~programs~~to ~~offered~~be accepted or retained by ~~GWFS~~the ~~Equities~~Company is dictated at the treaty level and is monitored annually to ensure the total risk acquired or anretained ~~affiliated~~on ~~company,~~any ~~such~~one aslife ~~conferences,~~is ~~trips,~~limited ~~prizes,~~to ~~and~~a ~~awards.~~maximum retention of $4.5 million.

~~GWFS~~Investment Equities may also enter into selling agreements with unaffiliated broker-dealers to sell the Contract. The registered representatives of these selling firms are registered with FINRA and with the states in which they do business, are licensed as insurance agents in the states in which they do business, and are appointed with us. We and GWFS Equities may provide non-cash compensation to these registered representatives, but such non-cash compensation is limited to small gifts, occasional entertainment, and/or payment or reimbursement in connection with training or education. This non-cash compensation is not preconditioned on achievement of a sales target. Operations

AtThe ~~times,~~Company’s ~~GWFS~~investment ~~Equities~~division ~~may~~manages ~~make other cash~~ and ~~non-cash payments to selling firms for expenses relating to the recruitment and~~ ~~training~~administers ~~of personnel, periodic sales meetings,~~ the ~~production~~investments of ~~promotional~~its ~~sales~~general ~~literature~~ and ~~similar~~separate ~~expenses.~~accounts ~~These expenses may also relate to the synchronization of technology between the Company, GWFS Equities, and the selling firm~~ in ~~order~~ tosupport ~~coordinate data for the sale and maintenance~~ of the ~~Contract. The amount of other~~ cash and ~~non-cash~~liquidity ~~compensation~~requirements ~~paid~~of ~~by GWFS Equities or~~ its ~~affiliated~~insurance ~~companies ranges significantly among the selling firms. GWFS Equities~~ and ~~its affiliates~~investment ~~may receive payments from affiliates of the selling firms that are unrelated to the sale of the Contract~~products.

34The Company’s principal general account investments are in bonds and mortgage loans, all of which are exposed to three primary sources of investment risk: credit, interest rate, and market valuation. Total investments at December 31, 2018, of $55 billion were comprised of general account investment assets of $30 billion and separate account assets of $25 billion. Total investments at December 31, 2017, of $57 billion were comprised of general account investment assets of $29 billion and separate account assets of $28 billion.

~~Although~~The ~~the~~ Company’s ~~and~~general ~~GWFS~~account ~~Equities~~investments are doin ~~not~~a ~~anticipate~~broad ~~discontinuing~~range ~~offering~~of ~~the~~asset ~~Contracts~~classes, webut doconsist ~~reserve~~primarily ~~the~~of domestic bonds. Bonds include public and privately placed corporate bonds, government bonds, and mortgage-backed and asset-backed securities. The Company’s mortgage loans are ~~right~~comprised primarily of domestic commercial collateralized loans diversified with regard to ~~discontinue~~geographical ~~offering~~markets ~~the~~and ~~Contracts~~commercial atmortgage ~~any~~property ~~time~~types.

~~ADDITIONAL~~The ~~INFORMATION~~Company manages the characteristics of its investment assets, such as liquidity, currency, yield, and duration, to reflect the underlying characteristics of related insurance and policyholder liabilities that vary among its principal product lines. The Company observes strict asset and liability matching guidelines designed to ensure that the investment portfolio will appropriately meet the cash flow requirements of its liabilities. The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities, not for speculative purposes.

~~Owner~~The ~~Questions~~Company routinely monitors and evaluates the status of its investments in light of current economic conditions, trends in capital markets, and other factors. These other factors include investment size, quality, concentration by issuer and industry, and other diversification considerations relevant to the Company’s bonds.

The ~~obligations~~ toCompany ~~Owners~~reduces ~~under~~credit risk for the ~~Contracts~~portfolio ~~are~~as ~~ours~~a whole by investing primarily in investment grade bonds. ~~Please~~At ~~direct~~December ~~your~~31, ~~questions~~2018, and ~~concerns~~2017, to99% usof atthe ~~our~~Company’s ~~Administrative~~bond ~~Office.~~portfolio were designated as investment grade.

~~State Regulation~~ Employees

AsThe aCompany ~~life~~had ~~insurance~~approximately ~~company~~6,200 ~~organized~~ and ~~operated under the laws of the State of Colorado~~5, ~~we are subject to provisions governing life~~800 ~~insurers~~employees ~~and~~at toDecember ~~regulation~~31, by2018, ~~the Colorado Commissioner of Insurance. Our books~~ and ~~accounts~~2017, ~~are subject to review and examination by the Colorado Division of Insurance~~respectively.

~~Evidence~~Company ~~of Death, Age, Gender, or Survival.~~ Properties

WeThe ~~may~~Company’s ~~require~~corporate ~~proof~~office facility is comprised of an 886,000 square foot complex located in Greenwood Village, Colorado. The Company owns its corporate office facilities which are occupied by all of the ~~age~~Company’s segments. The Company also leases approximately 432,000 ~~gender~~square feet of sales and administrative offices throughout the United States. At December 31, ~~death~~2018, orthe ~~survival~~Company leased approximately 188,000 square feet of ~~any~~the ~~person~~complex orto ~~persons~~CIGNA ~~before~~for ~~acting~~a onlease ~~any~~period ~~applicable~~expiring ~~Contract~~on ~~provision~~March 31, 2019. Management believes that the Company’s properties are suitable and adequate for its current and anticipated business operations.

~~Disclosure~~Legal ofProceedings ~~Commission~~Involving ~~Position~~the ~~on Indemnification.~~ Company

~~Insofar~~From astime ~~indemnification for liability arising under the 1933 Act may be permitted~~ to ~~directors~~time, ~~officers and controlling persons of~~ the Company ~~pursuant~~ tomay ~~the~~be ~~foregoing provisions~~threatened with, or ~~otherwise,~~named weas ~~have~~a ~~been~~defendant ~~advised that~~ in, ~~the~~lawsuits, ~~opinion~~arbitrations, ~~of the SEC such indemnification is against public policy as expressed in the 1933 Act~~ and ~~is,~~administrative ~~therefore, unenforceable~~claims. InAny ~~the~~such ~~event~~claims that aare ~~claim~~decided ~~for indemnification~~ against ~~such~~the ~~liabilities~~Company ~~(other~~could ~~than~~harm the ~~payment~~Company’s bybusiness. ~~the~~The Company ofis ~~expenses~~also ~~incurred~~subject orto ~~paid~~periodic byregulatory aaudits ~~director,~~and inspections ~~officer~~which orcould ~~controlling~~result ~~person of the depositor~~ in ~~successful~~fines ~~defense of any action, suit~~ or ~~proceeding)~~other isdisciplinary ~~asserted~~actions. byUnfavorable ~~such director,~~outcomes ~~officer or controlling person~~ in ~~connection~~such ~~with~~matters ~~the~~may ~~securities~~result ~~being registered, we will, unless~~ in ~~the~~a ~~opinion~~material ofimpact ~~our~~on ~~counsel~~ the ~~matter~~Company's ~~has~~financial ~~been settled by controlling precedent~~position, ~~submit~~results ~~to a court~~ of ~~appropriate~~operations, ~~jurisdiction~~or ~~the question~~cash ~~whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue~~flows.

~~LEGAL MATTERS~~ 36

~~Certain~~ ~~matters~~ ~~regarding~~ ~~the~~Table ~~offering~~ of ~~the securities herein will be passed upon by Ryan Logsdon, internal counsel for the Company.~~ Contents

~~Eversheds~~The ~~Sutherland~~Company ~~(US)~~is ~~LLP has~~defending ~~provided~~lawsuits ~~advice~~relating onto the costs and features of certain ~~matters~~retirement ~~relating~~or tofund products. Management believes the ~~federal~~claims ~~securities~~are ~~laws~~without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated financial position of the Company.

~~Opinions~~The ~~may~~Company beis ~~issued~~involved in ~~the~~other ~~future~~various bylegal proceedings ~~counsel~~that ~~other~~arise ~~than~~in ~~those~~the ~~listed above~~ordinary course of its business. ~~The~~In ~~name~~the opinion of ~~such~~management, after consultation with counsel, ~~other~~the ~~than~~likelihood ~~those~~of ~~listed~~loss ~~above,~~from ~~will~~the beresolution ~~included~~of inthese proceedings is remote and/or the estimated loss is not expected to have a ~~prospectus~~material ~~supplement.~~effect on the Company’s consolidated financial position, results of its operations, or cash flows.

~~EXPERTS~~ Directors and Executive Officers of the Company

~~The~~Identification ~~consolidated financial statements and financial statement schedules~~ of Great-West Life & Annuity Insurance Company and subsidiaries as of [December 31, 2015 and 2016], and for each of the years in the three-year period ended [December 31, 2016, 2015, and 2014], and management’s assessment of the effectiveness of internal control over financial reporting as of [December 31, 2016], have been incorporated by reference herein in reliance upon the reports of Deloitte & Touche LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Directors

WHERE YOU CAN FIND MORE INFORMATION

Director	Age	From	Principal Occupation(s) for Last Five Years
John L. Bernbach⁽⁵⁾⁽⁶⁾	75	2006	CEO of The Bernbach Group since July 2015; previously Vice Chairman, Engine
Robin Bienfait^(1)(2)(3)(7)	59	2018	CEO of Emnovate since 2016; previously Executive Vice President and Chief Enterprise Innovation Officer of Samsung Electronics
Marcel Coutu^{(1)(2)(4)(6)(7)}	65	2014	Corporate Director
André Desmarais^{(1)(2)(4)(6)(7)(8)}	62	1997	Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation; Executive Co-Chairman, Power Financial Corporation
Paul Desmarais, Jr.^{(1)(2)(4)(6)(7)(8)}	64	1991	Chairman and Co-Chief Executive Officer, Power Corporation; Executive Co-Chairman, Power Financial Corporation
Gary A. Doer^(1)(2)(6)(7)	70	2016	Senior Business Advisor, Dentons Canada LLP since August 2016; previously Canada’s Ambassador to the United States
Gregory J. Fleming^(1)(2)(7)	56	2016	Chief Executive Officer, Rockefeller Capital Management since October 2017; previously Corporate Director since October 2015; previously President of Morgan Stanley Investment Management
Claude Généreux^(1)(2)(4)(7)	56	2015	Executive Vice President, Power Corporation and Power Financial Corporation
Alain Louvel⁽³⁾⁽⁵⁾	73	2006	Corporate Director
Paula B. Madoff^(1)(2)(3)(7)	51	2018	Advisory Director, Goldman Sachs since August 2017; previously Partner and Head of Sales and Distribution for Interest Rate Products and Mortgage, Goldman Sachs
Paul A. Mahon^(1)(2)(4)	55	2013	President and Chief Executive Officer, Lifeco, Great-West Life, CLAC and London Life
R. Jeffrey Orr^{(1)(2)(4)(6)(7)}	60	2005	Chairman of the Board of the Company; Chairman of the Board of Lifeco, Great-West Life, CLAC and London Life; President and Chief Executive Officer, Power Financial Corporation
Robert L. Reynolds⁽¹⁾	67	2014	President and Chief Executive Officer since May 2014; President and Chief Executive Officer of Putnam Investments, LLC
T. Timothy Ryan, Jr.^{(1)(2)(4)(6)(7)}	73	2009	Corporate Director since May 2014; previously Vice Chairman of Regulatory Affairs at JP Morgan Chase
Jerome J. Selitto^(1)(2)(7)	77	2012	President, Avex Funding Corporation since April 2015; previously Chief Executive Officer of PHH Corporation
Gregory D. Tretiak^(1)(2)(3)(7)	63	2012	Executive Vice President and Chief Financial Officer, Power Corporation
Brian E. Walsh^{(1)(2)(4)(6)(7)}	65	1995	Partner and Chief Strategist, Titan Advisors, LLC since July, 2015; previously Chairman and Chief Investment Officer, Saguenay Strathmore Capital, LLC

This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC.

(1)	Member of the Executive Committee.
(2)	Member of the Investment and Credit Committee.
(3)	Member of the Audit Committee.
(4)	Member of the Human Resources Committee.
(5)	Member of the Conduct Review Committee.

The registration statement, including exhibits, contains additional relevant information about us. We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in compliance with such laws, we file annual, 37

35 Table of Contents

quarterly, and current reports and other information with the SEC. You can read and copy any reports or other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus.)

(6)	Member of the Governance and Nominating Committee.
(7)	Member of the Risk Committee.
(8)	Mr. André Desmarais and Mr. Paul Desmarais, Jr. are brothers.

~~INCORPORATION~~Unless OFotherwise ~~CERTAIN~~indicated, ~~DOCUMENTS~~all BYof ~~REFERENCE~~the directors have been engaged for not less than five years in their present principal occupations or in another executive capacity with the companies or firms identified.

The ~~SEC~~appointments ~~allows~~of usdirectors ~~to “incorporate by reference” information that we file with the SEC into this prospectus which means that incorporated documents~~ are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended [December 31, 2016], filedconfirmed with the SEC on [March 1, 2017]; our Quarterly Reports filed on Form 10-Q [on May 11, 2016], [August 11, 2016, and November 10, 2016]; and our Current Reports filed on Form 8-K on [May 13, 2016 and August 8, 2015]annually.

~~Upon~~The ~~oral~~following oris ~~written~~a ~~request,~~list weof directorships ~~will~~currently ~~provide~~held ~~you~~or aformerly ~~copy~~held ofwithin ~~any~~the ~~documents~~five ~~incorporated~~previous years by ~~reference~~the indirectors ~~this~~of ~~prospectus~~the ~~and~~Company, ~~any~~on ~~accompanying~~companies ~~prospectus supplement~~whose ~~(including~~securities ~~any exhibits that~~ are ~~specifically~~traded ~~incorporated~~publicly byin ~~reference~~the inUnited ~~them)~~States ator nothat ~~cost.~~are Toinvestment ~~request~~companies ~~such~~registered ~~documents,~~under ~~please~~the ~~write~~Investment Company orAct ~~call:~~of 1940.

Great-West Life & Annuity Insurance Company

Director	Current Directorships	Former Directorships and Dates
John L. Bernbach		Omnicare, Inc. March 2013– August 2015
Robin Bienfait	Mitsubishi UFJ Financial Group
Marcel Coutu	Brookfield Asset Management Inc. Enbridge Inc.	Canadian Oil Sands Limited September 2001– December 2014
André Desmarais		CITIC Pacific Limited December 1997– May 2014
Paul Desmarais, Jr.		Total S.A. May 2002- May 2017 Lafarge S.A. January 2008– July 2015
Gary Doer	Barrick Gold
Alain Louvel		Worldpoint Terminals, LP May 2008– September 2017
Paula Madoff	KKR Real Estate Finance Trust
R. Jeffrey Orr	PanAgora Asset Management, Inc.
Jerome Selitto	Better Mortgage	PHH Corporation October 2009– January 2012
T. Timothy Ryan, Jr.	Santander Holdings USA, Inc.	Markit June 2013– October 2014
Gregory D. Tretiak	PanAgora Asset Management, Inc.

~~8515~~The ~~East~~Company’s ~~Orchard~~Governance ~~Road~~and Nominating Committee (the “Nominating Committee”) is charged with recommending to the Board of Directors the qualifications for Directors, including among other things, the competencies, skills, experience and level of commitment required to fulfill Board responsibilities and the personal qualities that should be sought in candidates for Board membership. The Nominating Committee’s duties include identifying and recommending Director candidates to the Board based on a consideration of the competencies and skills that the Board considers appropriate for the Board as a whole to possess, the competencies and skills that the Board considers each existing Director to possess and that each new nominee will bring to the Board, and the appropriate level of representation on the Board by Directors who are independent of management and who are neither officers nor employees of any of the Company’s affiliates.

~~Greenwood~~The Board of Directors has reviewed the ~~Village~~qualifications and backgrounds of the members of the Audit Committee and determined that, COalthough ~~80111~~no one member of the Audit Committee is an “audit committee financial expert” within the meaning of the Rules under the Securities Exchange Act of 1934, the combined qualifications and experience of the members of the Audit Committee give the Committee collectively the financial expertise necessary to discharge its responsibilities.

~~800-537-2033~~The Company’s Directors are elected on an annual basis by the Company’s sole shareholder, GWL&A Financial.

The ~~documents~~ ~~that~~Company’s Directors are ~~incorporated~~identified bybelow along ~~reference~~with an indication of their experience, qualifications, attributes and skills, which leads the Company to believe that they are ~~available~~qualified to serve on ~~our~~the ~~website~~Board atof ~~www~~Directors.~~greatwest.com.~~

36 38

~~Appendix~~ A -Table ~~Examples~~of Contents

~~Strategy~~John ~~Interest~~L. ~~MVA Examples~~ Bernbach

~~Assume~~Mr. Bernbach is CEO of The Bernbach Group, a business consulting firm. Prior to July 2015, Mr. Bernbach served as Vice Chairman of Engine, one of the ~~following~~largest privately-owned independent marketing services companies, which he joined in January 2010. He was also a co-founder of NTM (Not ~~information:~~Traditional Media) Inc., a marketing and media advisory firm created in 2003 to work with clients and media companies to develop strategies integrating nontraditional marketing solutions and new media models. Prior to that, Mr. Bernbach, as CEO of The Bernbach Group, LLC, led this executive management consulting business concentrating on corporate and communications strategies. From 1995 to 2000, Mr. Bernbach served as Director and then CEO and Chairman of North American Television, which produced and distributed news and entertainment programming. In 1994, Mr. Bernbach launched the publication of luxury goods magazines in China, Japan, France and Spain. Prior to 1994, Mr. Bernbach spent 22 years at the advertising firm Doyle Dane Bernbach, the last eight as President/COO of DDB Needham Worldwide. In 1986, he was one of five founders of Omnicon, which at that time was the largest marketing services and communications groups in the world. Mr. Bernbach currently serves on the Boards of Putnam, Power Pacific Corporation Limited, Casita Maria, Ai Media Group LLC, Distillier LLC and as an advisor to Mr. Stephen A. Schwarzman, Chairman & CEO of The Blackstone Group.

~~Strategy~~Robin ~~Base: $100,000~~ Bienfait

~~Strategy~~Robin ~~Term~~Bienfait ~~Start~~was ~~Date~~the =Chief 1Enterprise Innovation Officer and senior advisor for Samsung. Robin joined Samsung with 30 years of experience in mobility, security, business development, enterprise sales, wireless network operations and engineering. As a global entrepreneur, Robin launched Samsung Business Services and advised on the B2B investment strategy. Now as CEO for Emnovate, Robin is advising and providing leadership to emerging businesses. Prior to Samsung, Robin served as chief information officer for BlackBerry, where she led the enterprise business unit and software development team, end to end product security, tier 3 technical customer service, global network services, corporate security and corporate IT. Robin held senior leadership positions across AT&T including Bell Labs, Global Network Services/~~1/2020~~GNOC, business continuity and disaster recovery, and compliance. As an officer at AT&T, Robin’s last role was leading of global network services and chief compliance officer, environment, health and safety. A global influencer holding 15 patents, she is the recipient of several awards and was recently named as one of the top 100 CIO’s in STEM and Inc.’s top 18 women to watch in 2018. Ms. Bienfait has been a director of the company since June 2018 and is also a director of Putnam.

~~Floor:~~Marcel ~~-10%~~ Coutu

~~Cap:~~Mr. ~~12%~~Coutu is the former Chairman of Syncrude Canada Ltd., largest Canadian oil sands project and is past President and Chief Executive Officer of Canadian Oil Sands Limited an oil and gas company. He was previously Senior Vice-President and Chief Financial Officer of Gulf Canada Resources Limited, and prior to that held various positions in the areas of corporate finance, investment banking, and mining and oil and gas exploration and development. Mr. Coutu is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is also a Director of Power Corporation, IGM Financial Inc. (“IGM”), IG Wealth Management, Mackenzie Inc. (“Mackenzie”), Brookfield Asset Management Inc., Enbridge Inc. and the Calgary Exhibition and Stampede Board. He has also held board positions with Gulf Indonesia Resources Limited, TransCanada Power Limited Partnership and the board of governors of the Canadian Association of Petroleum Producers.

AMr. =Coutu ~~Interest~~is ~~MVA~~a ~~Rate~~former 1:member 1of the Association of Professional Engineers, Geologists and Geophysicists of Alberta.~~95%~~ He has also held board positions with Gulf Indonesia Resources Limited, TransCanada Power Limited Partnership and the board of governors of the Canadian Association of Petroleum Producers.

BAndré ~~= Interest MVA Rate 2: 1.00%~~ Desmarais

~~Effective~~Mr. ~~Date:~~Desmarais ~~1/1/2018~~is Deputy Chairman, President and Co-Chief Executive Officer of Power and Executive Co-Chairman of Power Financial. Prior to joining Power in 1983, he was Special Assistant to the Minister of Justice of Canada and an institutional investment counselor at Richardson Greenshields Securities Ltd. He has held a number of senior positions with Power group companies and was named President and Co-Chief Executive Officer of Power in 1996. Mr. Desmarais is a director of many Power group companies in North America, including Power, Power Financial, Lifeco, Great-West Life, London Life, CLAC, Putnam, IGM, IG Wealth Management and Mackenzie Inc. He is also a director and Vice-Chairman of Pargesa Holding SA in Europe. Mr. Desmarais is Honorary Chairman of the Canada China Business Council and is a member of several China-based organizations. Mr. Desmarais is active in cultural, health and other not-for-profit organizations. He is an Officer of the Order of Canada and an Officer of the National Order of Québec. He has received Doctorates Honoris Causa from Concordia University, Université de Montréal and McGill University. Mr. Desmarais is a trustee of the Desmarais Family Residuary Trust.

~~Interest MVA Term Start Date: 1/1/2018~~ 39

~~Interest~~ ~~MVA~~ ~~Term~~Table ~~End~~of ~~Date: 1/1/2024~~ Contents

~~Date~~Paul ofDesmarais, ~~Distribution: 6/30/2020~~ Jr.

~~Example~~Mr. 1:Desmarais ~~Calculation~~is Chairman and Co-Chief Executive Officer of ~~Strategy~~Power ~~Interest~~and ~~MVA~~Executive ~~Factor~~Co-Chairman ~~when~~of ~~interest~~Power ~~rates~~Financial. ~~have~~He ~~increased~~joined Power in 1981 and assumed the position of Vice-President the following year. He served as Vice-President of Power Financial from 1984 to 1986, as President and Chief Operating Officer from 1986 to 1989, as Executive Vice-Chairman from 1989 to 1990, as Executive Chairman of the board from 1990 to 2005, as Chairman of the Executive Committee from 2006 to 2008 and as Executive Co-Chairman from 2008 until today. He also served as Vice-Chairman of Power from 1991 to 1996. He was named Chairman and Co-Chief Executive Officer of Power in 1996. From 1982 to 1990, he was a member of the Management Committee of Pargesa Holding SA; in 1991, he became Executive Vice-Chairman and then Executive Chairman of the Committee; in 2003, he was appointed Co-Chief Executive Officer; and, in 2013, was named Chairman of the board. He has been a director of Pargesa Holding SA since 1992. He is a director of many Power group companies in North America, including Power, Power Financial, Lifeco, Great-West Life, London Life, CLAC, Putnam, IGM, IG Wealth Management and Mackenzie Inc. In Europe, he is Vice-Chairman of the board of Groupe Bruxelles Lambert and a director of LafargeHolcim Ltd. and SGS SA. He was Vice-Chairman of the board and a director of Imerys until 2008 and a director of GDF Suez until 2014 and Total SA until 2017. Mr. Desmarais is past Chairman and a member of the board of directors of The Business Council of Canada. He is also active on a number of philanthropic advisory councils. In 2005, he was named an Officer of the Order of Canada, in 2009, an Officer of the National Order of Québec and, in 2012, Chevalier de la Légion d’honneur in France. He has received a number of honorary doctorates. Mr. Desmarais is a trustee of the Desmarais Family Residuary Trust.

~~Assume~~Gary ~~the~~A. ~~following information as of the date of distribution (6/30/2020):~~ Doer

CMr. =Doer ~~Interest~~has ~~MVA~~served ~~Rate~~as 1a =Senior 2Business Advisor at Dentons Canada LLP, a global law firm, since August, 2016.~~95%~~ He previously served as Canada’s Ambassador to the United States from October, 2009 to January, 2016. He was the Premier of Manitoba from 1999 to 2009, and served in a number of positions as a member of the Legislative Assembly of Manitoba from 1986 to 2009, including Minister of Urban Affairs from 1986 to 1988 and Minister of Crown Investments from 1987 to 1988. Mr. Doer is a director of Lifeco, Great-West Life, London Life, CLAC, and Putnam. He is also a director of Power, Power Financial, IGM, IG Wealth Management, Mackenzie Inc. and Air Canada. He previously served as a director of Barrick Gold Corporation. In 2017, Mr. Doer joined the Trilateral Commission as a member of the North American Group. He is a volunteer Co-Chair of the Wilson Centre’s Canada Institute, a non-partisan public policy forum focused on Canada-U.S. relations. Mr. Doer received a distinguished diplomatic service award from the World Affairs Council in 2011 and was inducted into the Order of Manitoba in 2010.

DGregory ~~= Interest MVA Rate 2 = 2~~J.~~00%~~ Fleming

EGregory =J. ~~number~~Fleming is the founding Chief Executive Officer of Rockefeller Capital Management. He has spent more than 30 years ~~(whole~~in the financial services industry and ~~partial)~~has developed a track record of transforming businesses, engendering trust among institutional and individual clients and creating value for colleagues and shareholders. Mr. Fleming assumed the role of CEO of Rockefeller Capital Management in March 2018. The firm is born from the ~~date~~former Rockefeller & Co. and combines wealth management, family office, and asset management with a strategic advisory capability. Mr. Fleming is a shareholder and member of the ~~Request~~Board of Directors of Rockefeller Capital Management. Prior to leading Rockefeller Capital Management, Mr. Fleming was the ~~Interest~~President ~~MVA~~of ~~Term~~Morgan ~~End~~Stanley Wealth ~~Date~~Management and Morgan Stanley Investment Management. He served in these roles for 6 years and oversaw the transformation of both businesses. Before joining Morgan Stanley in 2010, he served as President and Chief Operating Officer of Merrill Lynch from 2007 to 2009, and previously ran Merrill Lynch’s Global Investment Banking business. During the course of his career, he has helped clients navigate some of the most complex situations in the most challenging market environments. Mr. Fleming joined Merrill Lynch as an investment banker in 1992. He had also been a principal at Booz Allen Hamilton. Mr. Fleming is a former director of Colgate University; a member of the Board of Advisors for the Yale Law School Center for the Study of Corporate Law, the Council on Foreign Relations and the Economic Club of New York; a director on Turn2 Foundation Board; a trustee at Deerfield Academy; and a member of the Ronald McDonald House Board of Directors. He also serves as an Advisory Director on the board of the Florida Marlins and serves on the Advisory Board of COVR, an innovative financial services startup. He frequently serves as a Visiting Lecturer in Law and a Distinguished Visiting Fellow at the Center for the Study of Corporate Law at Yale Law School. He is a Phi Beta Kappa, summa cum laude graduate in economics from Colgate University and received his J.D. from Yale Law School. Mr. Fleming is also a director of Putnam.

=Claude ~~3.50~~ Généreux

~~The~~Mr. ~~Strategy~~Généreux is Executive ~~Interest~~Vice-President ~~MVA~~of ~~Factor~~Power Corporation and Power Financial, positions he has held since March, 2015. He is ~~calculated~~Senior asPartner ~~follows:~~Emeritus of McKinsey & Company (“McKinsey”), a global management consulting firm. During his 28 years at McKinsey, Mr. Généreux focused on serving leading global companies in financial services, resources and energy. He held various leadership positions including Global Sector Leadership in energy, Office Leadership in Montreal, Global Personal Committees for partner election and evaluation, and Global Recruiting for Advanced University Degrees candidates. He has been posted in

~~Strategy Interest MVA Factor = – 1 = -6.5190%~~40

~~Example~~ 2: ~~Calculation~~Table of ~~Strategy Interest MVA Factor when interest rates have decreased.~~ Contents

~~Assume~~Montreal, ~~the~~Paris, ~~following~~Toronto ~~information~~and asStockholm. Mr. Généreux is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is also a Director of IGM, IG Wealth Management and Mackenzie. Mr. Généreux is the ~~date~~Vice-Chair of ~~distribution~~the ~~(6/30/2020):~~Board of Governors at McGill University and serves on the Boards of the Jeanne Sauvé Foundation, the Loran Scholars Foundation, Michaëlle Jean Foundation and the Rhodes Scholarships in Canada. He graduated from McGill University and Oxford University where he studied as a Rhodes Scholar.

CAlain ~~= Interest MVA Rate 1 = 0.95%~~ Louvel

DAfter =receiving ~~Interest~~an ~~MVA~~MBA ~~Rate~~from 2Columbia =University, and 0a masters in Economics and Political Sciences from the Paris University, Mr.~~50%~~ Louvel began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government. In 1972, he joined Bank Paribas (“Paribas”) and for the next 33 years held various executive positions with Paribas in France, Canada and the United States. He completed his banking career as the Head of Risk Management for the Americas of BNP Paribas, with overall responsibilities over credit, market, counterparty and operational risk. Mr. Louvel serves as a Director of Putnam and Mountain Asset Management. He is also a Honorary Trustee of the French Institute Alliance Francaise and a French Foreign Trade Counselor. Mr. Louvel is a permanent resident of the United States with dual French and Canadian citizenship.

EPaula =B. ~~number of years (whole and partial) from the date of the Request to the Interest MVA Term End Date~~ Madoff

=Ms. 3Madoff, Corporate Director, has served as an Advisory Director at Goldman Sachs, a global investment banking, securities and investment management firm, since August, 2017.50 She spent 24 years at Goldman Sachs where she most recently was a Partner and Head of Sales and Distribution for Interest Rate Products and Mortgages from 2006 until her retirement in 2017. Ms. Madoff also held several additional leadership positions at Goldman Sachs including Co-Chair of the Retirement Committee overseeing 401k and pension plan assets, Chief Executive Officer of Goldman Sachs Mitsui Marine Derivatives Products, L.P., and was a member of its Securities Division Operating Committee and Firmwide New Activity Committee. She has 30 years of experience in investing, risk management and capital markets activities. Ms. Madoff is a director of Lifeco, London Life, CLAC and Putnam. She also serves as a director of KKR Real Estate Finance Trust Inc. and ICE Benchmark Administration, where she is also Chair of the ICE LIBOR Oversight Committee. Ms. Madoff is a 2018 David Rockefeller Fellow, a member of the Harvard Business School Alumni Board and Women’s Leadership Board, a director of Hudson River Park Friends and an advisory board member of the NYU Hospital Child Study Center. She received a Masters in Business Administration from Harvard Business School and a Bachelor of Arts degree in Economics from Lafayette College.

~~The~~Paul ~~Strategy Interest~~A. ~~MVA Factor is calculated as follows:~~ Mahon

~~Strategy~~Mr. ~~Interest~~Mahon ~~MVA~~is ~~Factor~~President =and –Chief 1Executive Officer =of +5Lifeco, Great-West Life, London Life and CLAC, a position he has held since May, 2013.~~2770%~~ Prior to that he was President and Chief Operating Officer, Canada of Lifeco, Great-West Life, London Life and CLAC. Mr. Mahon has been with Great-West Life since 1986, and is a Director of Lifeco, Great-West Life, London Life, CLAC and Putnam. He is also a director and past Chair of the board of the Canadian Life and Health Insurance Association and a member of the Canadian Council of Chief Executives, Business Council of Canada, Misericordia Health Centre Corporation and United Way Resource Development Committee. Mr. Mahon previously served as a director of the CancerCare Manitoba Foundation.

~~A-1~~R. Jeffrey Orr

~~Strategy~~Mr. ~~Index~~Orr ~~MVA~~has ~~Examples~~been Chair of the Boards of Lifeco, Great-West Life, London Life and CLAC since May, 2013, and Chairman of the Board of the Company since July, 2013, and of Putnam since June, 2008. He is also President and Chief Executive Officer of Power Financial, a position he has held since May, 2005. From May, 2001 until May, 2005, Mr. Orr was President and Chief Executive Officer of IGM. Prior to joining IGM, he was Chairman and Chief Executive Officer of BMO Nesbitt Burns Inc. and Vice-Chairman, Investment Banking Group, Bank of Montreal. Mr. Orr is a director of Great-West Life, London Life, CLAC, Putnam and PanAgora Asset Management, Inc. He is also a director and Chair of IGM, IG Wealth Management and Mackenzie Inc., and a director of Power and Power Financial. Mr. Orr is active in a number of community and business organizations.

~~Example~~Robert 3:L. ~~Calculation of Strategy Option Value on the Strategy Term Start Date~~ Reynolds

~~Assume~~Mr. Reynolds served as President and Chief Executive Officer of the ~~following~~Company ~~Strategy~~from ~~information:~~May 2014 through January 2019. He provides leadership and strategic direction for the company's Empower Retirement, Great-West Financial and Great-West Investments business. In addition, Mr. Reynolds serves as President and Chief Executive Officer and director of Great-West Lifeco U.S. LLC. He serves as President and Chief Executive Officer of Putnam since 2008 and is a director of Putnam. Mr. Reynolds has more than 30 years of financial services and investments experience. Before joining Putnam, he spent 24 years at Fidelity Investments, serving as vice chairman and chief operating officer from 2000 to 2007. Among many awards and recognitions, Reynolds received a Lifetime Achievement Award from PLANSPONSOR magazine in 2005 for his contributions to the retirement services industry

~~Strategy Base: $100,000~~ 41

~~Floor:~~ ~~-10%~~ Table of Contents

~~Cap:~~and ~~12%~~was awarded a President's Medal of Excellence from Boston College. He earned a bachelor's degree in business administration/finance from West Virginia University, from which he also received an honorary doctorate in business administration and a Distinguished Alumni Award. Mr. Reynolds serves on the executive committee of the Massachusetts High Technology Council board. Mr. Reynolds serves on the boards of several nonprofits, including West Virginia University Foundation, Concord Museum, Dana-Farber Cancer Institute and the U.S. Ski and Snowboard Team Foundation. He is chairman of the Boston Advisory Board of American Ireland Fund and a member of the Chief Executives Club of Boston and the Council on Competitiveness.

~~The~~T. ~~Strategy~~Timothy ~~Option Value~~Ryan, ~~would be calculated as follows:~~ Jr.

	Sell ATM Put	Buy OTM Put	Buy ATM Call	Sell OTM Call
Index Value (at-the-money):	100.00	100.00	100.00	100.00
Strike price (out-of-the-money):	100.00	90.00	100.00	112.00
Swap rate:	1.50%	1.50%	1.50%	1.50%
Dividend yield:	2.00%	2.00%	2.00%	2.00%
Time Remaining:	1.00	1.00	1.00	1.00
Implied volatility:	15.00%	19.00%	15.00%	11.00%
Derivative Price using Black-Scholes:	6.12%	3.34%	5.63%	0.82%

Mr. Ryan served as a Vice-Chairman of Regulatory Affairs at JPMorgan Chase, a global financial services firm, from 2013 to 2014. Prior to joining JPMorgan, he was President and Chief Executive Officer of the Securities and Financial Markets Association (“SIFMA”) from 2008 to 2013. He is a director of Lifeco, Great-West Life, London Life, CLAC, Putnam, Power Corporation and Power Financial. He previously served as a director of the Company from May 2010 to May 2013. Mr. Ryan is also non-executive Chairman of the Board of Directors of Santander Holdings USA, Inc., Santander Bank, N.A. and Banco Santander International. He previously served as a Director of Markit Ltd. and Lloyds Banking Group plc. He was a private sector member of the Global Markets Advisory Committee for the National Intelligence Council from 2007 to 2011. Mr. Ryan is a graduate of Villanova University and the American University Law School.

Strategy Option Value			= ATM Call - OTM Call + OTM Put - ATM Put
			= 5.63% - 0.82% + 3.34% - 6.12%
			= 2.03%

Jerome J. Selitto

~~The~~Mr. ~~Strategy~~Selitto ~~Option~~is ~~Value~~the President of Better Mortgage Corporation (previously Avex Funding Corporation), ~~calculated~~a ontechnology ~~the~~focused ~~Strategy~~mortgage ~~Term~~lender, ~~Start~~a ~~Date~~position he has held since April, ~~will~~2015. beMr. ~~used~~Selitto inserved as a director and as the ~~Strategy~~President ~~Index~~and ~~MVA~~Chief ~~Factor~~Executive Officer of PHH Corporation ~~calculation.~~(“PHH”), ~~Examples~~a 4provider of mortgage lending and 5servicing ~~illustrate~~solutions, from October, 2009 to January, 2012. Prior to joining PHH, Mr. Selitto worked at Ellie Mae, Inc. (“Ellie Mae”), a provider of enterprise solutions for the residential ~~effect~~mortgage industry. While at Ellie Mae, Mr. Selitto initially served as a senior consultant beginning in 2007 and, later in 2007 through 2009, as Executive Vice-President, Lender Division. He has over 40 years of experience in the mortgage ~~Strategy~~industry ~~Index~~and ~~MVA~~in ~~Factor~~capital ~~when~~markets. ~~Index~~Mr. ~~Performance~~Selitto is ~~positive~~a ~~and~~director ~~negative~~of ~~respectively~~Lifeco, ~~assuming~~Great-West ~~all~~Life, ~~other~~London ~~inputs~~Life, ~~are~~CLAC ~~held~~and ~~constant~~Putnam. He holds a Bachelor of Science degree in Economics and Marketing from the University of South Florida.

~~A-2~~Gregory D. Tretiak

~~Strategy~~Mr. ~~Index~~Tretiak ~~MVA~~is ~~Examples~~Executive ~~(continued)~~Vice-President and Chief Financial Officer of Power Corporation and Power Financial, positions he has held since May, 2012. From 1988 to May, 2012, he held various positions with IGM and Investors Group, most recently the position of Executive Vice President and Chief Financial Officer of IGM from April, 1999 to May, 2012. Mr. Tretiak is a Director of Lifeco, Great-West Life, London Life, CLAC, Putnam and PanAgora. He also serves as a Director of IGM, IG Wealth Management and Mackenzie. He holds a Bachelor of Arts in Economics and Political Science from the University of Winnipeg and is a Chartered Professional Accountant, a Fellow of the Chartered Professional Accountants and has been a Certified Financial Planner. Throughout his career, Mr. Tretiak has been active in professional industry groups and associations including the Chartered Professional Accountants, Financial Executives International, the Certified Financial Planners, the Institute of Internal Auditors, the Investment Funds Institute of Canada and the Canadian Chamber of Commerce Economic and Taxation Committee.

~~Example~~Brian 4:E. ~~Calculation of Strategy MVA Factor when Index Performance is positive (end of month 6)~~ Walsh

~~Assume~~Mr. ~~the~~Walsh ~~following~~is Principal and Chief Strategist of Titan Advisors LLC, an asset management firm, a position he has held since July, 2015. Prior to that, Mr. Walsh was Chairman and Chief Investment Officer of Saguenay Strathmore Capital, LLC, a money management and investment advisory company, a position that he held from September, 2011 to June, 2015. He was previously Managing Partner of Saguenay Capital, LLC from January, 2001 to September, 2011. Mr. Walsh has over 30 years of investment banking, international capital markets and investment management experience. He had a long career at Bankers Trust culminating in his appointment as Co-head of Global Investment Banking and as a member of the ~~Strategy~~Management ~~Term~~Committee. ~~Start~~Mr. ~~Date:~~Walsh is a Director of Lifeco, Great-West Life, London Life and CLAC and Putnam. Mr. Walsh also serves on the International Advisory Board of École des Hautes Études Commerciales of Montréal. Mr. Walsh holds a Masters in Business Administration and Bachelor of Arts degree from Queen’s University.

~~Strategy~~Compensation ~~Base~~of Company =Directors ~~$100,000~~for ~~(and no prior withdrawals have been taken)~~ 2018

~~Free~~1. ~~Annual Withdrawal Amount = $10,000~~ Table

~~Index Performance: +10%~~ 42

~~Strategy~~ ~~Credit~~ ~~Rate:~~Table ~~+10%~~of Contents

~~Number~~The Company compensates Directors who are not also Directors of ~~years~~Lifeco or Great-West Life (~~whole~~“Company ~~and partial~~Directors”). ~~from~~The ~~the~~following ~~date~~sets ofout ~~distribution~~compensation toearned ~~the~~in ~~Strategy~~2018 ~~Term~~by ~~End~~the ~~Date:~~Company 0Directors.50

Strategy Value: $109,400 = $100,000 x 1.1 – ($100,000 x 0.012 x 0.5)

Name	Fees Earned or Paid in Cash ($)⁽³⁾	Stock Awards ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
J.L. Bernbach	89,889	68,750	148	158,787
R. Bienfait⁽¹⁾	64,634	44,437	70	109,177
G.J. Fleming	100,889	68,750	148	169,787
A. Louvel	103,639	68,750	148	172,537
J.E.A. Nickerson⁽²⁾	32,200	19,093	52	51,345
R.L. Reynolds	78,389	68,750	148	147,287
R. Royer⁽²⁾	—	58,970	13	58,983

		Sell ATM Put	Buy OTM Put	Buy ATM Call	Sell OTM Call
(1)	Ms. Bienfait was elected to the Board of Directors effective June 26, 2018.
Index Value (at-the-money):		110.00	110.00	110.00	110.00
(2)	Messrs. Nickerson and Royer retired from the Board of Directors effective May 18, 2018.
Strike price (out-of-the-money):		100.00	90.00	100.00	112.00
(3)	Ms. Bienfait and Messrs. Bernbach, Fleming, Louvel, Nickerson and Reynolds elected to receive this portion of their compensation for serving as directors in cash. Amounts payable to Company Directors are paid in the currency of the country of residence. Amounts earned in Canadian dollars have been translated to U.S. dollars at the Conversion Rate.
Swap rate:		1.50%	1.50%	1.50%	1.50%
(4)	For Ms. Bienfait and Messrs. Bernbach, Fleming, Louvel, Nickerson and Reynolds, these amounts represent the value of Deferred Share Units granted under the mandatory component of the DSUP. For Mr. Royer, this amount represents the value of Deferred Share Units granted under the mandatory and the voluntary components of the DSUP. See the Narrative Description of Company Director Compensation below for additional information regarding the DSUP. The value of these Deferred Share Units is the aggregate grant date fair value.
Dividend yield:		2.00%	2.00%	2.00%	2.00%
Time Remaining:		0.50	0.50	0.50	0.50
Implied volatility:		15.00%	19.00%	15.00%	11.00%
Derivative Price using Black-Scholes:		1.16%	0.41%	10.81%	2.40%

Strategy Option Value			= ATM Call - OTM Call + OTM Put - ATM Put
			=10.81% - 2.40% + 0.41% - 1.16%
			= 7.66%

As of December 31, 2018, Ms. Bienfait held 44,437 Deferred Share Units, Mr. Bernbach held 32,121 Deferred Share Units, Mr. Fleming held 5,845 Deferred Share Units, Mr. Louvel held 5,845 Deferred Share Units, Mr. Reynolds held 10,565 Deferred Share Units and Mr. Royer held 71,851 Deferred Share Units.

~~The~~(5) ~~Strategy~~These ~~Index~~amounts ~~MVA~~are ~~Factor~~life ~~that~~insurance ispremiums ~~applied~~paid ~~would~~under bethe ~~calculated~~Great-West asLife ~~follows:~~Director’s Group Life Insurance Plan. Payments are made in Canadian dollars and have been translated to U.S. dollars at the Conversion Rate.

~~Strategy Index MVA Factor = -3~~2.~~3547%~~ =Narrative ADescription –of BCompany ~~– C x D / E where:~~ Director Compensation

Through the first and second quarters of 2018, the Company paid Company Directors a pro-rated portion of an annual retainer fee in the amount of $100,000. A =Company 7Director serving on the Audit Committee receives an additional annual retainer fee in the amount of $3,000.~~66%~~ =The Chair ~~Strategy~~of ~~Option~~the ~~Value~~Audit asCommittee receives an additional annual retainer fee in the amount of $20,000. In addition, the ~~date~~Company pays each Company Director a meeting fee in the amount of ~~Request;~~$2,000 for each meeting of the Board of Directors or a committee thereof that the Company Director attends.

BBeginning =in 10the third quarter of 2018, the Company implemented a new compensation program for the Company Directors under which they received pro-rated payments for the 3rd and 4th quarters of 2018.~~00%~~ =Under ~~Strategy~~the ~~Credit~~new ~~Rate~~program, asthe Company pays Company Directors who are not also directors of Great-West Lifeco Inc. an annual retainer fee of $175,000. In addition, Company Directors receive annual retainer fees for serving as a member or the ~~date~~chairperson of ~~Request;~~certain committees of the Board. The following tables show the additional annual retainer fees paid for service on committees:

CThe =following ~~2.03%~~sums =are ~~Strategy~~paid ~~Option~~per ~~Value~~annum asto ~~calculated~~the Chairperson onof ~~the~~each ~~Strategy~~of ~~Term~~the ~~Start~~following ~~Date;~~Company committees:

D = 0.50 = The number of years (whole and partial) from the date of Request to the Strategy Term End Date; and

Audit	$20,000
Executive	$25,000
Human Resources	$20,000
Investment	$20,000
Risk	$20,000

EThe =following ~~1.00~~sums =are paid ~~Strategy~~per ~~Term~~annum to members of each of the following Company committees:

~~A-3~~ 43

~~Strategy~~ ~~Index~~ ~~MVA~~Table ~~Examples~~of ~~(continued)~~ Contents

Example 5: Calculation of Strategy MVA Factor when Index Performance is negative (end of month 6)

Audit	$20,000
Conduct Review	$ 7,500
Executive	$ 7,500
Governance & Nominating	$ 7,500
Human Resources	$10,000
Investment	$15,000
Risk	$10,000
Equity Investment Sub	$ 7,500

~~Assume~~In order to promote greater alignment of interests between the ~~following~~Company ~~since~~Directors and shareholders, the ~~Strategy~~Company ~~Term~~has ~~Start~~implemented ~~Date:~~a Director Deferred Share Unit Plan, or DSUP, pursuant to which Company Directors are required to receive $87,500 of their annual retainer fee in Deferred Share Units. Under the voluntary portion of the DSUP, each Company Director may elect to receive the balance of his or her annual retainer, as well as committee retainer fees, entirely in form the of Deferred Share Units, entirely in cash, or equally in cash and Deferred Share Units.

~~Strategy~~Under ~~Base~~both the =mandatory ~~$100~~and voluntary components of the DSUP,~~000~~ the number of Deferred Share Units granted is determined by dividing the amount of remuneration payable to the Company Director by the weighted average Canadian dollar trading price per Lifeco common share on the Toronto Stock Exchange for the last five trading days of the preceding fiscal quarter (~~and~~such noweighted ~~prior~~average ~~withdrawals~~trading ~~have~~price ~~been~~being ~~taken~~the “value of a Deferred Share Unit”) prior to the award grant date. Directors receive additional Deferred Share Units in respect of dividends payable on the Lifeco common shares based on the value of a Deferred Share Unit at that time. Deferred Share Units are redeemable at the time that an individual ceases to be a Director by a lump sum cash payment, based on the value of the Deferred Share Units on the date of redemption.

~~Strategy Value: $89,400 = $100,000 x 0.90 – ($100,000 x 0.012 x 0.5)~~ 44

~~Free~~ ~~Annual~~ ~~Withdrawal~~Table ~~Amount~~of ~~= $10,000~~ Contents

~~Index~~Identification ~~Performance:~~of ~~-10%~~Executive Officers

Strategy Credit Rate: +10%

Executive	Age	Officer from	Principal Occupation(s) for Last Five Years
Edmund F. Murphy III President and Chief Executive Officer	57	2014	President and Chief Executive Officer of the Company since February 2019, previously President, Empower Retirement since September 2014;previously Head of Defined Contribution, Putnam Investments, LLC
Scott C. Sipple President, Great-West Investments	57	2017	President, Great-West Investments of the Company since October 2017; previously Head of Global Investment Strategies, Putnam Investments, LLC
Robert K. Shaw President, Individual Markets	63	2008	President, Individual Markets of the Company
Andra S. Bolotin Executive Vice President and Chief Financial Officer	56	2015	Executive Vice President and Chief Financial Officer of the Company since July 2016; previously Senior Vice President and Chief Financial Officer of the Company since July 2015; previously Head of Corporate Finance and Controller, Putnam Investments, LLC
Richard H. Linton Jr. Executive Vice President, Group Distribution & Operations	51	2016	Executive Vice President, Group Distribution & Operations of the Company; previously Executive Vice President, Empower Operations since May 2016; previously President Retail Wealth, Voya Financial
Jack E. Brown Senior Vice President, US Chief Investment Officer	46	2015	Senior Vice President, US Chief Investment Officer of the Company; previously Senior Vice President, Separate Accounts since July 2017; previously Vice President, Investments, since October 2015; previously Vice President, Oppenheimer Funds Inc
Jeffrey W. Knight Senior Vice President and Chief Technology Officer	61	2014	Senior Vice President and Chief Technology Officer of the Company
Suzanne M. Sanchez Chief Human Resources Officer	44	2011	Chief Human Resources Officer of the Company
Richard G. Schultz General Counsel and Chief Legal Officer	58	2008	General Counsel and Chief Legal Officer of the Company

~~Number~~Unless otherwise indicated, all of the executive officers have been engaged for not less than five years ~~(whole~~in ~~and partial)~~their ~~from~~present ~~the~~principal ~~date~~occupations ofor ~~distribution~~in toanother ~~the~~executive ~~Strategy~~capacity ~~Term~~with ~~End~~the ~~Date:~~companies ~~0.50~~or firms identified.

	Sell ATM Put	Buy OTM Put	Buy ATM Call	Sell OTM Call
Index Value (at-the-money):	90.00	90.00	90.00	90.00
Strike price (out-of-the-money):	100.00	90.00	100.00	112.00
Swap rate:	1.50%	1.50%	1.50%	1.50%
Dividend yield:	2.00%	2.00%	2.00%	2.00%
Time Remaining:	0.50	0.50	0.50	0.50
Implied volatility:	15.00%	19.00%	15.00%	11.00%
Derivative Price using Black-Scholes:	10.95%	4.89%	0.80%	0.01%

The appointments of executive officers are confirmed annually.

Strategy Option Value			= ATM Call - OTM Call + OTM Put - ATM Put
			= 0.80% - 0.01% + 4.89% - 10.95%
			= -5.26%

Code of Ethics

The ~~Strategy~~Company ~~Index~~has ~~MVA~~adopted ~~Factor~~a Code of Conduct (the “Code”) that is ~~applied~~applicable ~~would~~to beits ~~calculated~~senior financial officers, as ~~follows:~~well as to other officers and employees. All of the items identified as elements of a “code of ethics” as defined in Securities and Exchange Commission regulations adopted pursuant to the Sarbanes-Oxley Act of 2002 are substantively covered by the Code. A copy of the Code is available without charge upon written request to Kenneth I. Schindler, Chief Compliance Officer, 8525 East Orchard Road, Greenwood Village, Colorado 80111.

~~Strategy~~Executive Officer ~~Index MVA Factor = +3.7222% = A – B – C x D / E where:~~ Compensation

ACompensation =Discussion and ~~-5.26% = Strategy Option Value as of the date of Request;~~ Analysis

~~B = -10~~1.~~00%~~ =Compensation ~~Strategy Credit Rate as~~ of the ~~date~~President and ofChief ~~Request;~~Executive Officer

~~C = 2.03% = Strategy Option Value as calculated on the Strategy Term Start Date;~~ 45

D = ~~0.50~~Table ~~= The number~~ of ~~years (whole and partial) from the date of Request to the Strategy Term End Date; and~~ Contents

ERobert =L. 1Reynolds was the President and Chief Executive Officer of the Company for the entirety of the fiscal year ended December 31, 2018.00 =Mr. ~~Strategy~~Reynolds ~~Term~~was also President and Chief Executive Officer of Putnam Investments, LLC (“Putnam”), an affiliate of the Company, during that time.

Mr. Reynolds’ compensation is paid by Putnam under Putnam’s compensation program. A-4 portion of Mr. Reynolds’ base salary and annual bonus is allocated to, and reimbursed by, the Company for services provided to the Company. The allocation is determined by the Company’s Human Resources Committee and Putnam’s Human Resources Committee. The portion of Mr. Reynolds’ base salary and annual bonus allocated to the Company is reflected in the Summary Compensation Table (see below).

~~Strategy~~The ~~MVA~~information ~~Examples~~in this Compensation Discussion and Analysis relates to the executive compensation program of the Company applicable to the other named executive officers of the Company and does not apply to Mr. Reynolds.

~~The~~2. ~~Strategy~~Overview ~~MVA is equal to the sum of the Strategy Interest MVA~~ and ~~Strategy~~Objectives ~~Index MVA. The following examples illustrate the calculation~~ of the ~~Strategy~~Company’s ~~MVA:~~Executive Compensation Program

~~Example~~This section 6:provides ~~Strategy~~an ~~MVA~~overview ~~when~~and ~~interest~~describes ~~rates~~the ~~have~~objectives ~~increased~~of the Company’s compensation program for executives, including the Chief Financial Officer and ~~Index~~the ~~Performance~~three isother ~~positive.~~most highly compensated executive officers of the Company during 2018 (the “Named Executive Officers”).

~~Strategy~~• ~~MVA~~The ~~Factor~~executive =compensation Aprogram +adopted Bby ~~where~~the Company and applied to the Named Executive Officers has been designed to: • support the Company’s objective of generating value for shareholders and policyholders over the long term; • attract, retain and reward qualified and experienced executives who will contribute to the success of the Company; • motivate executive officers to meet annual corporate, divisional, and individual performance goals; • promote the achievement of goals in a manner consistent with the Company’s Code of Conduct; and • align with regulatory requirements.

AMore =specifically, ~~Strategy~~the ~~Interest~~executive ~~MVA~~compensation program ~~Factor, and~~ rewards:

B• =excellence ~~Strategy~~in ~~Index~~developing ~~MVA~~and ~~Factor~~executing strategies that will produce significant value for shareholders and policyholders over the long term; • management vision and an entrepreneurial approach; • quality of decision-making; • strength of leadership; • record of performance over the long term; and • initiating and implementing transactions and activities that create shareholder and policyholder value.

~~Combining~~The ~~Strategy~~Human ~~Interest~~Resources ~~MVA~~Committee ~~Example~~of #1the Board of Directors of the Company operates under a charter and ~~Strategy~~is ~~Index~~responsible ~~MVA~~for ~~Example~~overseeing ~~#4:~~the executive compensation program. The Board and the Human Resources Committee recognize the importance of executive compensation decisions and remain committed to awarding compensation that reflects leadership’s ability to deliver on the Company’s strategic goals and to drive strong performance and sustainable value for shareholders and policyholders.

~~Strategy~~In ~~MVA~~designing ~~Factor~~and =administering ~~(-6.5190%)~~the +individual elements (of the executive compensation program, the Human Resources Committee strives to balance short-~~3.3547%)~~term =and long-9term incentive objectives and to apply prudent judgment in establishing performance criteria, evaluating performance, and determining actual incentive awards.~~8738%~~ ~~[difference~~Total ~~due~~compensation of each Named Executive Officer is reviewed by the Human Resources Committee from time to ~~rounding]~~time for market competitiveness, and reflects each Named Executive Officer’s job responsibilities, experience and proven performance.

~~Assuming~~The aexecutive ~~full~~compensation ~~surrender,~~programs ~~the~~consist ~~Strategy~~of ~~MVA~~five primary ~~is calculated as follows~~components:

~~Strategy~~• ~~MVA~~base =salary; A• xannual ~~max(0,~~incentive Bbonus; –• Cshare xunits; D• /options E)for ~~where:~~Lifeco common shares; and • retirement benefits.

AThe =primary role ~~Strategy~~of ~~MVA~~each ~~Factor~~of these components is presented in the table below:

~~B = Strategy Base Withdrawal~~ 46

C = ~~Free~~Table ~~Annual Withdrawal Amount as~~ of ~~the date of the Request~~ Contents

DBase =Salary ~~Strategy~~Reflect ~~Base~~skills, ascompetencies, experience and performance of the ~~date~~Named Executive Officers Annual Incentive Bonus Reflect performance for the year Share Units More closely align the medium term interests of ~~Request,~~the ~~prior~~Named toExecutive Officers with the ~~Request~~interests of the shareholders Stock Options More closely align the long term interests of the Named Executive Officers with the interests of the shareholders Retirement Benefits Provide for appropriate replacement income upon retirement based on years of service with the Company

EBase =salary, ~~Contract~~annual ~~Base~~incentive asbonus, ofshare units and retirement benefits are determined by the ~~date~~Human ofResources Committee for the ~~Request,~~Named ~~prior~~Executive toOfficers. The long-term compensation component in the ~~Request~~form of options for Lifeco common shares is determined and administered by Lifeco’s Human Resources Committee.

~~Strategy~~The ~~MVA =~~President ~~-9.8738%~~and Chief xExecutive ~~max(0,~~Officer ~~$100,000~~participates -in ~~$10,000~~the xcompensation ~~$100,000~~setting /process ~~$100~~for the other Named Executive Officers by evaluating individual performance,~~000)~~ establishing individual performance targets and objectives and recommending salary levels.

~~= -9~~3.~~8738%~~ xBase ~~max(0, $90,000)~~ Salary

=Base -9salaries for the Named Executive Officers are set annually, taking into account the individual’s job responsibilities, experience and proven performance, as well as market conditions.~~8738%~~ xThe ~~$90~~Company gathers market data in relation to the insurance and financial services industries and also considers surveys prepared by external professional compensation consultants with regard to peer groups in these industries. However,~~000~~ the Human Resources Committee does not routinely “benchmark” or review the Company’s salary levels against a consistent group of its peers and does not have any formal policy of matching its salaries to those of certain competitors.

~~= -$8,886~~4.39 Bonuses

~~In this example, we have assumed the Contract is allocated to~~ (a) ~~single~~Annual ~~Strategy.~~Incentive ~~To the extent that the Contract is allocated to additional Strategies, the calculation would be repeated for each Strategy and the MVA would be equal to the sum of the~~Bonus ~~Strategy MVAs.~~ Plan

~~The~~To ~~Strategy~~relate ~~Interest~~the ~~MVA~~compensation isof ~~negative~~the Named ~~because~~Executive ~~interest~~Officers ~~rates~~to ~~have~~the ~~generally~~performance ~~increased~~of atthe Company, an annual incentive bonus plan (the ~~time~~“Annual Incentive Bonus Plan”) is provided. Target objectives are set annually and may include earnings, expense or sales targets of ~~distribution~~the Company ~~relative~~and/or toa business unit of the ~~Interest MVA~~Company ~~Term~~or ~~Start~~specific ~~Date.~~individual objectives related to strategic initiatives.

~~The~~See ~~Strategy~~the ~~Index~~tables ~~MVA~~presented isbelow ~~negative~~for ~~because~~information on the ~~Strategy~~participation ~~Value~~of ~~includes~~ the ~~actual~~Named ~~Index~~Executive ~~Performance~~Officers atin the ~~time~~Annual ofIncentive ~~distribution relative~~Bonus toPlan ~~the~~and ~~Strategy~~a ~~Term~~further ~~Start~~description ~~Date. The approximation~~ of the ~~market~~terms ~~(or fair) value~~ of the ~~Strategy~~Annual ~~Option~~Incentive ~~Value~~Bonus ~~is less than the Index Performance~~Plan.

~~A-5~~(b) Special Bonuses

~~Strategy~~From ~~MVA~~time ~~Examples~~to ~~(continued)~~time, special bonuses may be provided related to significant projects such as acquisitions or dispositions or for sign-on or retention purposes.

~~Example 7: Strategy MVA when interest rates have increased and Index Performance is negative~~5. Share Units

~~Strategy~~To ~~MVA~~provide ~~Factor~~a =medium Aterm +component Bto ~~where:~~the executive compensation program, the Named Executive Officers participate in the Company’s Share Unit Plan for Senior Executives (the “Executive Share Unit Plan”).

AThe =Company’s ~~Strategy~~Human ~~Interest~~Resources ~~MVA~~Committee ~~Factor,~~is responsible ~~and~~for the granting of share units to participants under the Executive Share Unit Plan. Share Units are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.

BThe =granting ~~Strategy~~of ~~Index~~share ~~MVA~~units ~~Factor~~is considered annually by the Human Resources Committee. Officer levels are taken into account when new share unit grants are considered. The granting of share units is subject to the terms and conditions contained in the Executive Share Unit Plan and any additional terms and conditions fixed by the Human Resources Committee at the time of the grant.

~~Combining~~See ~~Strategy~~the ~~Interest~~tables ~~MVA~~presented ~~Example~~below #1for information on the participation of the Named Executive Officers in the Executive Share Unit Plan and ~~Strategy~~a ~~Index~~further ~~MVA~~description ~~Example~~of ~~#5:~~the terms of the Executive Share Unit Plan.

~~Strategy MVA Factor = (-~~6.~~5190%)~~ +Stock ~~(3.7222%) = -2.7969% [difference due to rounding]~~ Options

~~Assuming a full surrender, the Strategy MVA is calculated as follows:~~ 47

~~Strategy~~ ~~MVA~~ =Table Aof ~~x max(0, B – C x D / E) where:~~ Contents

ATo =provide ~~Strategy~~a ~~MVA~~long-term ~~Factor~~component to the executive compensation program, the Named Executive Officers participate in Lifeco’s Stock Option Plan (the “Lifeco Option Plan”).

BWhile =the ~~Strategy~~Company’s ~~Base~~Human ~~Withdrawal~~Resources Committee makes recommendations with respect to the granting of Lifeco options, Lifeco’s Human Resources Committee is responsible for the granting of options to participants under the Lifeco Option Plan. Options are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.

CThe =granting ~~Free~~of ~~Annual~~Lifeco ~~Withdrawal~~options ~~Amount~~is asconsidered annually ofby the ~~date~~Lifeco Human Resources Committee. Officer levels are taken into account when new option grants are considered. The granting of options is subject to the ~~Request~~terms and conditions contained in the Lifeco Stock Option Plan and any additional terms and conditions fixed by the Lifeco Human Resources Committee at the time of the grant.

DSee =the ~~Strategy~~tables ~~Base~~presented asbelow for information on the participation of the ~~date~~Named Executive Officers in the Lifeco Option Plan and a further description of ~~Request,~~the ~~prior~~terms toof the ~~Request~~Lifeco Option Plan.

E7. =Retirement ~~Contract Base as of the date of the Request, prior to the Request~~ Benefits

~~Strategy MVA = -2.7969% x max~~(0,a) ~~$100,000~~Defined -Benefit ~~$10,000 x $100,000 / $100,000)~~ Plan

=GWL&A ~~-2.7969%~~Financial xhas ~~max~~a qualified defined benefit pension plan (0,the ~~$90,000~~“Defined Benefit Plan”) which is available to all employees of the Company hired before January 1, 1999. See the tables presented below for information on the participation of the Named Executive Officers in the Defined Benefit Plan and a description of the terms of the Defined Benefit Plan.

=(b) ~~-2.7969% x $90,000~~ SERP

=To ~~-$2~~provide a competitive retirement benefit to certain key executives,~~517~~ the Company also has a nonqualified supplemental executive retirement plan (the “SERP”), which provides benefits above the compensation limits applicable to the Defined Benefit Plan.19 See the tables presented below for information on the participation of the Named Executive Officers in the SERP and a description of the terms of the SERP.

~~In this~~(c) ~~example,~~401(k) we have assumed the Contract is allocated to a single Strategy. To the extent that the Contract is allocated to additional Strategies, the calculation would be repeated for each Strategy and the MVA would be equal to the sum of the Strategy MVAs. Plan

~~This~~All ~~example~~employees, including the ~~Strategy~~Named ~~Interest~~Executive Officers, ~~MVA~~may isparticipate ~~negative~~in ~~because~~the ~~interest~~Company’s ~~rates~~qualified ~~have~~defined ~~generally~~contribution ~~increased~~401(k) atPlan (the ~~time~~“401(k) Plan”). In 2018, employees who participated in the 401(k) Plan could make pre-tax and/or Roth contributions of ~~distribution~~between ~~relative~~1% and 50% of base salary and annual bonus (collectively “Salary”), subject to applicable Internal Revenue Service (“IRS”) limits. Beginning in 2019, employees who participate in the ~~Interest~~401(k) ~~MVA~~Plan ~~Term~~may ~~Start~~make ~~Date~~contributions of between 1% and 90% of Salary. All new employees are automatically enrolled in the 401(k) Plan at a 4% contribution rate unless the employee elects out or elects a different contribution rate. The Company matches 100% of the first 5% of Salary contributed as pre-tax and/or Roth contributions for all employees.

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