As filed with the Securities and Exchange Commission on April 21, 2009

Registration No. 333-147743, 811-08183

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO.( )

POST-EFFECTIVE AMENDMENT NO. 1(X)

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 22        (X)

(Check appropriate box or boxes.)

VARIABLE ANNUITY –1 SERIES ACCOUNT

(Exact Name of Registrant)

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

(Name of Depositor)

50 Main Street

White Plains, New York 10606

(Address of Depositor’s Principal Executive Offices) (Zip Code)

Depositor’s Telephone Number, including Area Code:

(800) 537-2033

Mitchell T.G. Graye

President and Chief Executive Officer

First Great-West Life & Annuity Insurance Company

50 Main Street

White Plains, New York 10606

(Name and Address of Agent for Service)

Copy to:

Ann B. Furman, Esq.

Jorden Burt, LLP

1025 Thomas Jefferson Street, N.W. Suite 400 East

Washington, D.C. 20007-5208

Approximate Date of Proposed Public Offering: Upon the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate space):

oImmediately upon filing pursuant to paragraph (b) of Rule 485

x On May 1, 2009, pursuant to paragraph (b) of Rule 485

o 60 days after filing pursuant to paragraph (a)(1) of Rule 485

o On (date), pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

___ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Flexible Premium Deferred Variable Annuity Contracts

SCHWAB ONESOURCE ANNUITY®

A flexible premium deferred variable annuity

Issued by

First Great-West Life & Annuity Insurance Company

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 1, 2009.

Overview

This Prospectus describes the Schwab OneSource Annuity® (the “Contract”) — a flexible premium deferred variable annuity contract that allows you to accumulate assets on a tax-deferred basis for retirement or other long-term purposes. First Great-West Life & Annuity Insurance Company (“we,” “us,” or “First Great-West”) issues the Contract as individual contracts.

This Prospectus presents important information you should review before purchasing the Schwab OneSource Annuity, including a description of the material rights and obligations under the Contract. Your Contract and any endorsements are the formal contractual agreement between you and us. It is important that you read the Contract and endorsements, which reflect other variations. Please read this Prospectus carefully and keep it on file for future reference. You can find more detailed information pertaining to the Contract in the Statement of Additional Information (“SAI”) dated May 1, 2009 (as may be amended from time to time), and filed with the Securities and Exchange Commission (the “SEC”). The SAI is incorporated by reference into this Prospectus as a matter of law, which means it is legally a part of this Prospectus. The SAI’s table of contents may be found on the last page of this Prospectus. You may obtain a copy without charge by contacting the Annuity Service Center at the above address or phone number. Or, you can obtain it by visiting the SEC’s web site at http://www.sec.gov. This web site also contains other information about us that has been filed electronically.

How to Invest

We refer to amounts you invest in the Contract as “Contributions.” The minimum initial Contribution is $5,000. Additional Contributions can be made at any time before you begin receiving annuity payments or taking periodic withdrawals.

The minimum subsequent Contribution is:

·      $500 per Contribution; or

·      $100 per Contribution if made via Automatic Bank Draft Plan.

Allocating Your Money

When you contribute money to the Schwab OneSource Annuity®, you can allocate it among the Sub-Accounts of the Variable Annuity-1 Series Account, which invest in the following Portfolios: 

·      AIM V.I. International Growth Fund – Series I Shares

·      AIM V.I. Mid Cap Core Equity-Series I Shares *

·      AIM V.I. Small Cap Equity –Series I Shares*

·      Alger American LargeCap Growth Portfolio – Class O Shares (formerly Alger American Growth Portfolio)

·      Alger American MidCap Growth Portfolio – Class O Shares

·      AllianceBernstein VPS International Growth Portfolio – Class A Shares

·      AllianceBernstein VPS International Value Portfolio – Class A Shares

·      AllianceBernstein VPS Real Estate Investment Portfolio – Class A Shares

·      AllianceBernstein VPS Small/Mid Cap Value Portfolio – Class A Shares

·      American Century VP Balanced Fund –Class I Shares

·      American Century VP Income & Growth Fund –Class I Shares

·      American Century VP Value Fund – Class I Shares

·      American Century VP Mid Cap Value Fund -Class B Shares *

·      Columbia VIT Marsico 21^st Century Fund- Class B Shares*

·      Columbia VIT Small Cap Value Fund-Class B Shares *

·      Delaware VIP Growth Opportunities Series – Standard Class

·      Delaware VIP Small Cap Value Series – Standard Class Shares

·      Dreyfus Variable Investment Fund Appreciation Portfolio – Initial Shares

·      DWS Blue Chip VIP – Class A Shares

·      DWS Capital Growth VIP – Class A Shares

·      DWS Dreman Small Mid Cap Value VIP – Class A Shares

·      DWS Health Care VIP – Class A Shares

·      DWS Large Cap Value VIP – Class A Shares

·      DWS Small Cap Index VIP – Class A Shares

·      Federated Fund for U.S. Government Securities II

·      Franklin Small Cap Value Securities Fund – Class II Shares

·      Janus Aspen Balanced Portfolio – Service Shares

·      Janus Aspen Flexible Bond Portfolio – Service Shares

·      Janus Aspen Growth and Income Portfolio – Service Shares

·      Lazard Retirement Emerging Markets Equity Portfolio-Service Shares *

·      LVIP Baron Growth Opportunities Fund – Service Shares

·      MFS Utilities Series – Service Class (formerly MFS VIT Utility Series)

·      MFS International Value Portfolio-Service Class Shares *

·      NVIT Mid Cap Index – Class II Shares (formerly GVIT Mid Cap Index Fund)

·      Oppenheimer Global Securities Fund/VA-Non Service Shares [

·      Oppenheimer International Growth Fund/VA-Non Service Shares

·      PIMCO VIT High Yield Portfolio – Administrative Class Shares

·      PIMCO VIT Low Duration Portfolio – Administrative Class Shares (formerly PIMCO VIT Low Duration Bond Portfolio)

·      PIMCO VIT Total Return Portfolio – Administrative Class Shares

·      Pioneer Emerging Markets VCT Portfolio – Class II Shares

·      Pioneer Fund VCT Portfolio – Class I Shares

·      Pioneer Growth Opportunities VCT Portfolio – Class I Shares

·      Pioneer Mid Cap Value VCT Portfolio – Class II Shares

· Prudential Series Fund Equity Portfolio – Class II Shares*

· Prudential Series Fund Natural Resources Portfolio – Class II Shares*

· Royce Capital Fund Small Cap Portfolio-Service Class Shares *

· Schwab MarketTrack Growth Portfolio II^TM

· Schwab Money Market Portfolio^TM

· Schwab S&P 500 Index Portfolio

· Seligman Communication & Information Portfolio– Class 2 Shares

· Sentinel Variable Products Small Company Fund *

· Sentinel Variable Products Common Stock Fund *

· Sentinel Variable Products Bond Fund *

· Touchstone Mid Cap Growth Fund * – Class I Shares

· Van Eck Insurance Trust Worldwide Bond Fund – Initial Class Shares*

· Van Eck Insurance Trust Worldwide Hard Assets Fund – Class S Shares*

· Van Kampen LIT Comstock Portfolio – Class I Shares

· Van Kampen LIT Growth & Income Portfolio – Class I Shares

· Wells Fargo Advantage VT Discovery Fund – Class VT Shares

• Wells Fargo Advantage VT Opportunity Fund – Class VT Shares

*New Portfolios available as of May 1, 2009.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers):

• AllianceBernstein VPS Growth & Income Portfolio – Class A Shares

• AllianceBernstein VPS Growth Portfolio – Class A Shares

• Dreyfus Investment Portfolios MidCap Stock Portfolio – Initial Shares

• DWS Dremen High Return Equity VIP – Class A Shares

• Neuberger Berman AMT Regency Portfolio – Class S Shares

• Third Avenue Value Portfolio – Variable Series Trust Shares

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made. No dealer, salesperson or other person is authorized to give any information or make any representations in connection with the Contracts other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied on.

This Contract is not available in all states.

Sales and Surrender Charges

There are no sales, redemption, surrender, or withdrawal charges under the Schwab OneSourceAnnuity®.

Right of Cancellation Period

After you receive your Contract, you can look it over for at least 10 days and up to 60 days for replacement annuity contracts, during which time you may cancel your Contract as described in more detail on this Prospectus.

Payout Options

The Schwab OneSource Annuity® offers three payout options - through periodic withdrawals, variable annuity payouts or a single, lump-sum payment. The Contracts are not deposits of, or guaranteed or endorsed by, any bank, nor are the Contracts federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. The Contracts involve certain investment risks, including possible loss of principal.

For account information, please contact:

Annuity Service Center

P.O. Box 173921

Denver, CO 80217-3921

1-888-560-5938.

Via Internet:

www.schwab.com

Table of Contents

Definitions	Charges and Deductions
Fee Table	Mortality and Expense Risk Charge
Example	Expenses of the Portfolios
Condensed Financial Information	Premium Tax
Summary	Other Taxes
How to Contact Schwab	Payout Options
First Great-West Life & Annuity Insurance Company	Periodic Withdrawals
The Series Account	Annuity Payouts
The Portfolios	Seek Tax Advice
Meeting Investment Objectives	Federal Tax Matters
Where to Find More Information About the Portfolios	Taxation of Annuities
Addition, Deletion or Substitution	Assignments or Pledges
Application and Initial Contributions	Distribution of the Contracts
Right of Cancellation Period	Voting Rights
Subsequent Contributions	Rights Reserved by First Great-West
Annuity Account Value	Legal Proceedings
Transfers	Legal Matters
Market Timing & Excessive Trading	Independent Registered Public Accounting Firm
Automatic Customer Transfers	Available Information
Cash Withdrawals	Appendix A – Condensed Financial Information
Withdrawals to Pay Investment Manager or Financial Advisor Fees	Appendix B – Net Investment Factor
Tax Consequences of Withdrawals
Telephone and Internet Transactions
Death Benefit
Beneficiary
Distribution of Death Benefit

Definitions

1035 Exchange—A provision of the Internal Revenue Code of 1986, as amended (the “Code”), that allows for the tax-free exchange of certain types of insurance contracts.

Accumulation Period—The time period between the Effective Date and the Annuity Commencement Date. During this period, you are contributing to the annuity.

Annuitant—The person named in the application upon whose life the payout of an annuity is based and who will receive annuity payouts. If a Contingent Annuitant is named, the Annuitant will be considered the “Primary Annuitant.”

Annuity Account—An account established by us in your name that reflects all account activity under your Contract.

Annuity Account Value—The sum of the value of each Sub-Account you have selected.

Annuity Commencement Date—The date annuity payouts begin.

Annuity Payout Period—The period beginning on the Annuity Commencement Date and continuing until all annuity payouts have been made under the Contract. During this period, the Annuitant receives payouts from the annuity.

Annuity Service Center – P.O. Box173921, Denver, CO, 80217-3921. The toll-free telephone number is 1-888-560-5938.

Annuity Unit—An accounting measure we use to determine the amount of any variable annuity payout after the first annuity payout is made.

Automatic Bank Draft Plan—A feature that allows you to make automatic periodic Contributions. Contributions will be withdrawn from an account you specify and automatically credited to your Annuity Account.

Beneficiary—The person(s) designated to receive any Death Benefit under the terms of the Contract.

Contingent Annuitant—The person you may name in the application who becomes the Annuitant when the Primary Annuitant dies. The Contingent Annuitant must be designated before the death of the Primary Annuitant.

Contingent Beneficiary—The person designated to become the Beneficiary when the primary Beneficiary dies.

Contributions—The amount of money you invest or deposit into your annuity prior to any Premium Tax or other deductions.

Death Benefit—The amount payable to the Beneficiary when the Owner or the Annuitant dies.

Distribution Period—The period starting with your Payout Commencement Date.

Schwab OneSource Annuity® Structure

Your Annuity Account

|

Series Account

Contains the money you contribute

to variable investment options

(the Sub-Accounts).

|

Sub-Accounts

Shares of the Portfolios are held

in Sub-Accounts. There is one

Sub-Account for each Portfolio.

|

Portfolios

Effective Date—The date on which the first Contribution is credited to your Annuity Account.

Owner (Joint Owner) or You—The person(s) named in the application who is entitled to exercise all rights and privileges under the Contract, while the Annuitant is living. Joint Owners must be husband and wife as of the date the Contract is issued. The Annuitant will be the Owner unless otherwise indicated in the application.

Payout Commencement Date—The date on which annuity payouts or periodic withdrawals begin under a payout option. If you do not indicate a Payout Commencement Date on your application or at any time thereafter, annuity payouts will begin on the Annuitant's 90th birthday.

Portfolio—A registered management investment company, or Portfolio thereof, in which the assets of the Series Account may be invested.

Premium Tax—A tax charged by a state or other governmental authority. Varying by state, the current range of Premium Taxes is 0% to 3.5% and may be deducted with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Commencement Date, or the Annuity Account Value when incurred by First Great-West or at another time of First Great-West’s choosing.

Proportional Withdrawals—A partial withdrawal made by you which reduces your Annuity Account Value measured as a percentage of each prior withdrawal against the current Annuity Account Value. A Proportional Withdrawal is determined by calculating the percentage the withdrawal represents of your Annuity Account Value at the time the withdrawal was made.For example, a partial withdrawal of 75% of the Annuity Account Value represents a Proportional Withdrawal of 75% of the total Contributions for purposes of calculating the Death Benefit under option 2. See “Death Benefit” on page xx.

Request—Any written, telephoned, electronic or computerized instruction in a form satisfactory to First Great-West and Schwab received at the Annuity Service Center (or other annuity service center subsequently named) from you, your designee (as specified in a form acceptable to First Great-West and Schwab) or the Beneficiary (as applicable) as required by any provision of the Contract. The Request is subject to any action taken or payment made by First Great-West before it was processed.

Series Account—Variable Annuity-1 Series Account, the segregated asset account established by First Great-West under New York law and registered as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”). The Series Account is also referred to as the separate account.

Sub-Account—A division of the Series Account containing the shares of a Portfolio. There is a Sub-Account for each Portfolio. Sub-Account may be also referred to as “investment division” in the Prospectus, SAI, or the financial statements.

Surrender Value —Your Annuity Account Value on the Transaction Date of the surrender, less Premium Tax, if any.

Transaction Date—The date on which any Contribution or Request from you will be processed. Contributions and Requests received after the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. ET) will be deemed to have been received on the next business day. Requests will be processed and the Annuity Account Value will be determined on each day that the New York Stock Exchange is open for trading.

Transfer—Moving money from and among the Sub-Account(s).

Fee Table

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer cash value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses

Sales Load Imposed on Purchase
(as a percentage of purchase payments):	None
Maximum Surrender Charge
(as a percentage of amount surrendered):	None
Maximum Transfer Charge:	$25*

* Applicable to each Transfer after the first twelve Transfers each calendar year. Currently, there is no charge for Transfers. We reserve the right, however, to impose a transfer fee after we notify you. See "Transfers."

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.

Annual Contract Maintenance Charge None

Series Account Annual Expenses (as a percentage of average net assets)

Maximum Mortality and Expense Risk Charge:	0.85%*
Distribution Charge:	None
Total Series Account Annual Expenses:	0.85%*

* If you select Death Benefit option 1, your Mortality and Expense Risk Charge and Total Series Account Annual Expenses will be 0.65%. If you select Death Benefit Option 2, this charge will be 0.85%.

The next item shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for each Portfolio.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
(Expenses that are deducted from Portfolio assets, including management fees, distribution [and/or service] (12b-1) fees, and other expenses)	0.26%	1.75%1

THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY THE PORTFOLIOS. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

_________________________

¹  The expenses shown are based, in part, on estimated amounts for the current fiscal year, and do not reflect any fee waiver or expense reimbursement. The advisers and/or other service providers of certain Portfolios have agreed to reduce their fees and/or reimburse the Portfolios' expenses in order to keep the Portfolios' expenses below specified limits. The expenses of certain Portfolios are reduced by contractual fee reduction and expense reimbursement arrangements. Other Funds have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time. Each fee reduction and/or expense reimbursement arrangement is not reflected above, but is described in the relevant Portfolio's prospectus.

Example

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Owner transaction expenses, contract fees, Series Account annual expenses, and Portfolio fees and expenses.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Portfolios. In addition, this Example assumes no transfers were made and no premium taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolio. If these arrangements were taken into consideration, the expenses shown would be lower.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you surrender your Contract, annuitize your Contract OR if you do not surrender your Contract at the end of the applicable time period:

1 year 3 years 5 years 10 years

$249 $804 $1,443 $3,475

This Example does not show the effect of premium taxes. Premium taxes are deducted from Contract Value upon full surrender, death, or annuitization. See “Charges and Deductions – Premium Tax” on page xx. This Example also does not include any of the taxes or penalties you may be required to pay if you surrender your Contract.

The fee table and example should not be considered a representation of past or future expenses and charges of the Sub-accounts. Your actual expenses may be greater or less than those shown. Similarly, the 5% annual rate of return assumed in the example is not an estimate or a guarantee of future investment performance. See "Charges and Deductions" in this Prospectus. Owners who purchase the Contract may be eligible to apply the contract value to the total amount of their household assets maintained at Schwab. If the total amount of their household assets at Schwab meets certain predetermined breakpoints, they may be eligible for certain fee reductions or other related benefits offered by Schwab. All terms and conditions regarding the fees and account types eligible for such consideration are determined by Schwab. Charges and expenses of the variable annuity contract described in this Prospectus are NOT subject to reduction or waiver by Schwab. Please consult a Charles Schwab representative for more information.

Condensed Financial Information

Attached as Appendix A is a table showing selected information concerning accumulation units for each Sub-Account. An accumulation unit is the unit of measure that we use to calculate the value of your interest in a Sub-Account. The accumulation unit values reflect the deduction of the only charge we impose under the Contract, the Mortality and Expense Risk Charge. The information in the table is derived from various financial statements of the Series Account, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm. To obtain a more complete picture of each Sub-Account’s finances and performance, you should also review the Series Account’s financial statements, which are in the Statement of Additional Information.

Summary

The Schwab OneSource Annuity allows you to accumulate assets on a tax-deferred basis by investing in a variety of variable investment options (the Sub-Accounts). The performance of your Annuity Account Value will vary with the investment performance of the Portfolios corresponding to the Sub-Accounts you select. You bear the entire investment risk for all amounts invested in them. Depending on the performance of the Sub-Accounts you select, your Annuity Account Value could be less than the total amount of your Contributions.

You may purchase the Schwab OneSourceAnnuity through a 1035 Exchange from another insurance contract. However, in no event, may you purchase the Contract as a part of a tax-qualified plan or a rollover of amounts from such a plan, including an IRA.

How to contact the Annuity Service Center

Annuity Service Center

P.O. Box 173921

Denver, CO 80217-3921

888-560-5938

Your initial Contribution must be at least $5,000. Subsequent Contributions must be either $500; or $100 if made through an Automatic Bank Draft Plan.

The money you contribute to the Contract will be invested at your direction. The duration of your Right of Cancellation period under New York state law is 10 days after you receive your Contract. Allocations during the Right of Cancellation period are described in more detail in this Prospectus.

Prior to the Payout Commencement Date, you can withdraw all or a part of your Annuity Account Value. There are no surrender or withdrawal charges. Certain withdrawals will normally be subject to federal income tax and may also be subject to a federal penalty tax. You may also pay a Premium Tax upon a withdrawal.

When you’re ready to start taking money out of your Contract, you can select from a variety of payout options, including a lump sum payment or variable annuity payouts as well as periodic payouts.

If the Annuitant dies before the Annuity Commencement Date, we will pay the Death Benefit to the Beneficiary you select. If the Owner dies before the entire value of the Contract is distributed, the remaining value will be distributed according to the rules outlined in the “Death Benefit” section on page xx.

The amount distributed to your Beneficiary will depend on the Death Benefit option you select. We offer two Death Benefit options. For Option 1, the Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued. Option 1 provides for the payment of your Annuity Account Value minus any Premium Tax. For Option 2, the Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued. Option 2 provides for the payment of the greater of (1) your Annuity Account Value, minus any Premium Tax or (2) the sum of all Contributions, minus any Proportional Withdrawals you have made and minus any Premium Tax. If you select Death Benefit option 1, your Mortality and Expense Risk Charge will be 0.65%. If you choose Death Benefit option 2, this charge will be 0.85%. In addition, each Portfolio assesses a charge for management fees and other expenses.

You may cancel your Contract during the Right of Cancellation period by sending it to the Annuity Service Center or to the representative from whom you purchased it. If you are replacing an existing insurance contract with the Contract, the Right of Cancellation period may be extended based on your state of residence. The Right of Cancellation period is described in more detail in this Prospectus.

This summary highlights some of the more significant aspects of the Schwab OneSourceAnnuity®. You’ll find more detailed information about these topics throughout the Prospectus and in your Contract. Please keep them both for future reference

First Great-West Life & Annuity Insurance Company

First Great-West (formerly known as Canada Life Insurance Company of New York ("CLNY")) is a stock life insurance company incorporated under the laws of the State of New York on June 7, 1971. First Great-West operates in two business segments: (1) employee benefits (life, health, and 401(k) products for group clients); and (2) financial services (savings products for both public and non-profit employers and individuals, and life insurance products for individuals and businesses). We are licensed to do business in New York. First Great-West's Home Office is located at 50 Main Street, White Plains, New York 10606.

First Great-West is a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company ("GWL&A"), a life insurance company domiciled in Colorado. GWL&A is a wholly-owned subsidiary of GWL&A Financial Inc. ("GWL&A Financial"), a Delaware holding company. GWL&A Financial is an indirect wholly-owned subsidiary of Great-West Lifeco, Inc. ("Lifeco"), a Canadian holding company. Lifeco is a subsidiary of Power Financial Corporation ("Power Financial"), a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada ("Power Corporation"), a Canadian holding and management company. Mr. Paul Desmarais, through a group of private holding companies that he controls, has voting control of Power Corporation.

Effective December 31, 2005, First Great-West Life & Annuity Insurance Company, a stock life insurance company incorporated under the laws of the State of New York on April 9, 1996, was merged with and into CLNY. Upon the merger, CLNY became the surviving entity under New York corporate law and was renamed to First Great-West Life & Annuity Insurance Company. As the surviving corporation in the merger, CLNY assumed legal ownership of all of the assets of the First Great-West Life & Annuity Insurance Company, including the Series Account, and it became directly liable for the First Great-West Life & Annuity Insurance Company's liabilities and obligations, including those with respect to the Contract supported by the Series Account.

The Series Account

The Series Account is registered with the SEC under the 1940 Act, as a unit investment trust. Registration under the 1940 Act does not involve supervision by the SEC of the management or investment practices or policies of the Series Account.

The Series Account was established in accordance with New York laws on January 15, 1997. Upon the merger, the Series Account was transferred intact, and will continue to maintain its separate account status as a unit investment trust under the 1940 Act and as a separate account under applicable state insurance law.

We own the assets of the Series Account. The income, gains or losses, realized or unrealized, from assets allocated to the Series Account are credited to or charged against the Series Account without regard to our other income gains or losses.

We will at all times maintain assets in the Series Account with a total market value at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts participating in the Series Account. Those assets may not be charged with our liabilities from our other business. Our obligations under the Contracts are, however, our general corporate obligations.

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Series Account assets that are treated as company assets under applicable income tax law. These benefits, which reduce our overall corporate income tax liability may include dividends received deductions and foreign tax credits which can be material. We do not pass these benefits through to the Series Account or our other separate accounts, principally because: (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the Series Account receives; and (ii) under applicable income tax law, Owners are not the owners of the assets generating the benefits.

The Series Account is divided into 66 Sub-Accounts, 60 of which are currently available and 6 of which no longer accept new Contributions or incoming Transfers (including Automatic Custom Transfers). Each Sub-Account invests exclusively in shares of a corresponding investment Portfolio of a registered investment company (commonly known as a mutual fund). We may in the future add new, or delete existing, Sub-Accounts. The income, gains or losses, realized or unrealized, from assets allocated to each Sub-Account are credited to, or charged against, that Sub-Account without regard to the other income, gains or losses of the other Sub-Accounts. All amounts allocated to a Sub-Account will be fully invested in Portfolio shares.

We hold the assets of the Series Account. We keep those assets physically segregated and held separate and apart from our general account assets. We maintain records of all purchases and redemptions of shares of the Portfolios.

The Portfolios

The Contract offers a number of Portfolios, corresponding to the Sub-Accounts. Each Sub-Account invests in a single Portfolio. Each Portfolio is a separate mutual fund registered under the 1940 Act. More comprehensive information, including a discussion of

potential risks, is found in the current prospectuses for the Portfolios (the “Portfolio Prospectuses”). The Portfolio Prospectuses should be read in connection with this Prospectus. You may obtain a copy of the Portfolio Prospectuses without charge by Request.

Each Portfolio:

• holds its assets separately from the assets of the other Portfolios,

• has its own distinct investment objectives and policies, and

• operates as a separate investment fund.

The income, gains and losses of one Portfolio generally have no effect on the investment performance of any other Portfolio.

The Portfolios are not available to the general public directly. The Portfolios are only available as investment options in variable annuity contracts or variable life insurance policies issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the Portfolios have been established by investment advisers, which manage publicly available mutual funds having similar names and investment objectives. While some of the Portfolios may be similar to, and may in fact be modeled after publicly available mutual funds, you should understand that the Portfolios are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any corresponding Portfolios may differ. The investment objectives of the Portfolios are briefly described below:

AIM Variable Insurance Funds Trust—advised by Invesco Aim Advisors, Inc., Houston, Texas, and sub-advised by advisory entities affiliated with Invesco Aim Advisors, Inc.

AIM V.I. International Growth Fund–Series I Shares seeks to provide long-term growth of capital. The Portfolio seeks to meet its objective by investing in a diversified portfolio of international equity securities whose issuers are considered to have strong earnings momentum. The Portfolio focuses its investments in marketable equity securities of foreign companies that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Portfolio will normally invest in companies located in at least four countries outside of the U.S., emphasizing investment in companies in the developed countries of Western Europe and the Pacific Basin. The Portfolio may invest no more than 20% of its total assets in securities of issuers located in developing countries, i.e., those that are in the initial stages of their industrial cycles.

AIM V.I. Mid Cap Core Equity Fund-Series I Shares seeks long-term growth of capital.  The Portfolio seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid-capitalization companies. In complying with this 80% investment requirement, the Portfolio’s investments may include synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the Portfolio’s direct investments. Synthetic and derivative instruments that the Portfolio may invest in may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the Portfolio’s portfolio.  The Portfolio may invest up to 25% of its total assets in foreign securities. The Portfolio may also invest up to 20% of its assets in equity securities of companies that have market capitalizations, at the time of purchase, in other market capitalization ranges. The Portfolio may invest up to 20% of its assets in investment-grade debt securities, U.S. government securities, and high-quality money market instruments, including shares of affiliated money market funds.

AIM V.I. Small Cap Equity Fund-Series I Shares seeks long-term growth of capital. The Portfolio seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of small-capitalization companies. In complying with this 80% investment requirement, the Portfolio’s investments may include synthetic instruments.  Synthetic instruments are investments that have economic characteristics similar to the Portfolio’s direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts.

The Alger American Fund—advised by Fred Alger Management, Inc. of New York, New York.

Alger American LargeCap Growth Portfolio-Class O Shares (formerly Alger American Growth Portfolio) seeks long-term capital appreciation. The Portfolio focuses on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of companies that, at the time of purchase of the securities, have a market capitalization equal to or greater than the market capitalization of companies included in the Russell 1000 Growth Index, updated quarterly as reported as of the most recent quarter-end. This index is designed to track the performance of large-capitalization growth stocks.

While the foregoing broad policy still applies, the Board of Trustees of the Portfolio has approved further narrowing the Portfolio’s investment focus within this range. Under normal circumstances, the Portfolio invests at least 75% of its net assets in equity

securities of companies that, at the time of purchase of the securities, have a market capitalization greater than $10 billion. The Portfolio will no longer purchase securities of companies that, at the time of purchase of the securities, have a market capitalization less than $4 billion. Additionally, the Portfolio will generally limit its investments to between 70 – 100 holdings.

Alger American MidCap Growth Portfolio-Class O Shares seeks long-term capital appreciation. It focuses on midsized companies that the manager believes demonstrate promising growth potential. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of companies that, at the time of purchase of the securities, have total market capitalization within the range of companies included in the Russell MidCap Growth Index or the S&P MidCap 400 Index, as reported by the indexes as of the most recent quarter-end. Both indexes are designed to track the performance of medium-capitalization stocks.

AllianceBernstein Variable Products Series Fund, Inc.—advised by AllianceBernstein, L.P., New York, New York.

AllianceBernstein VPS Growth & Income Portfolio-Class A Shares seeks to provide long-term growth of capital. The Portfolio invests primarily in the equity securities of U.S. companies that AllianceBernstein believes are undervalued. AllianceBernstein believes that, over time, a company’s stock price will come to reflect its intrinsic economic value. AllianceBernstein uses a disciplined investment process to evaluate the companies in its extensive research universe and to identify the stocks of companies that offer the best combination of value and potential for price appreciation. The Portfolio may invest in companies of any size and in any industry. The Portfolio also invests in the high-quality securities of non-U.S. issuers.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers):

AllianceBernstein VPS Growth Portfolio-Class A Shares seeks to provide long-term growth of capital. The Portfolio invests primarily in equity securities of companies with favorable earnings outlooks and whose long-term growth rates are expected to exceed market expectations over time. The Portfolio emphasizes investments in large- and mid-cap companies. The Portfolio has the flexibility to invest across the capitalization spectrum reflecting the Advisor’s internal research.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers):

AllianceBernstein VPS International Growth Portfolio–Class A Shares seeks long-term growth of capital. The Portfolio invests primarily in an international portfolio of equity securities of companies located in both developed and emerging countries. The Portfolio consists of approximately 100-130 stocks. The Portfolio invests, under normal circumstances, in the equity securities of companies based in at least three countries (and normally substantially more) other than the United States. The Portfolio’s investments include investments in securities of companies that are established as a result of privatizations of state enterprises.

AllianceBernstein VPS International Value Portfolio-Class A Shares seeks long-term growth of capital. The Portfolio will invest primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries. The Portfolio normally invests in companies in at least three countries other than the United States. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging-market countries worldwide. The Portfolio invests in companies that are determined by the Advisor’s Bernstein unit to be undervalued, using a fundamental value approach. In selecting securities for the portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.

AllianceBernstein VPS Real Estate Investment Portfolio-Class A Shares seeks total return from long-term growth of capital and income. The Portfolio invests, under normal circumstances, at least 80% of its net assets in equity securities of real estate investment trusts or ‘‘REITs’’ and other real estate industry companies. The Portfolio invests in real estate companies that Alliance believes have strong property fundamentals and management teams. The Portfolio seeks to invest in real estate companies whose underlying portfolios are diversified geographically and by property type.

AllianceBernstein VPS Small/Mid Cap Value Portfolio-Class A Shares seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small-to mid-cap U.S. companies, generally representing 60-125 companies. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in these types of securities. The Portfolio invests in companies that are determined by AllianceBernstein to be undervalued, using its Bernstein unit’s fundamental

value approach. In selecting securities for the portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power is not reflected in the current market prices of their securities.

American Century Variable Portfolios, Inc.—advised by American Century( Investment Management, Inc. of Kansas City, Missouri, advisers to the American Century family of mutual funds.

American Century VP Balanced Fund-Class I Shares seeks long-term capital growth and current income by investing 60% of its assets in equity securities and the remainder in bonds and other fixed-income securities.

American Century VP Income & Growth Fund-Class I Shares seeks capital growth by investing in common stocks. Income is a secondary objective. In selecting stocks for the Portfolio, the managers select primarily from large publicly traded U.S. companies. The managers use quantitative models to construct the portfolio of stocks for the Portfolio.

American Century VP Value Fund- Class I Shares seeks long-term capital growth. Income is a secondary objective. In selecting stocks for the Portfolio, the portfolio managers look for companies of all sizes, whose stock price may not reflect the company’s value. The managers attempt to purchase stocks of these undervalued companies and hold each stock until their stock price has increased to, or is higher than, a level the managers believe more accurately reflects the fair value of the company.

American Century VP Mid Cap Value Fund-Class B Shares seeks long-term capital growth by selecting companies whose stock price may not reflect the companies’ value. The managers hold these undervalued companies until the stock price has increased to, or is higher than, a level the managers believe more accurately reflects fair value. Income is a secondary objective.

Columbia Funds Variable Insurance Trust I– advised by Columbia Management Advisors, LLC of Boston, Massachusetts.

Columbia VIT Marsico 21^st Century - Class B Shares seeks long term growth of capital. The Portfolio invests primarily in equity securities of companies of any capitalization size and generally will hold a core position of between 35 and 50 common stocks. The number of securities held by the Portfolio may occasionally exceed this range at times such as when the Advisor is accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions. The Portfolio may invest without limit in foreign securities, including in emerging markets securities. The Portfolio also may invest in foreign currency exchange contracts to convert foreign currencies to and from the U.S. dollar, and to hedge against changes in foreign currency exchange rates.

Columbia Funds Variable Insurance Trust - advised by Columbia Management Advisors, LLC of Boston, Massachusetts.

Columbia VIT Small Cap Value - Class B Shares seeks long term capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of net assets in equity securities of companies that have market capitalizations in the range of the companies in the Russell 2000®Value Index at the time of purchase (between$29 million and $3.1 billion as of September 30, 2008), that the Advisor believes are undervalued. The Portfolio may invest up to 20% of total assets in foreign securities.

Delaware VIP Trust—The Series is managed by Delaware Management Company, a series of Delaware Management Business Trust, which is an indirect wholly owned subsidiary of Delaware Management Holdings, Inc.

Delaware VIP Growth Opportunities Series–Standard Class seeks long-term capital appreciation by investing primarily in common stocks of medium-sized companies. The Portfolio’s investment advisors consider medium-sized companies to be those companies whose market capitalizations fall within the range represented in the Russell Midcap Growth Index at the time of the Portfolio’s investment. The Portfolio may also invest in securities that are convertible into common stocks. In selecting stocks for the Portfolio, the investment advisors typically look for companies that have established themselves within their industry, but still have growth potential.

Delaware VIP Small Cap Value Series–Standard Class seeks capital appreciation by investing, under normal circumstances, at least 80% of the Portfolio’s net assets will be in investments of small-capitalization companies. For the purposes of this Portfolio, small-capitalization companies are companies with a market capitalization generally less than 3.5 times the dollar-weighted, median market capitalization of the Russell 2000 Index at the time of purchase. Among other factors, the financial strength of a company, its management, the prospects for its industry, and any anticipated changes within the company, which might suggest a more favorable outlook going forward, are investment considerations for the Portfolio.

Dreyfus Investment Portfolios—advised by The Dreyfus Corporation of New York, New York.

Dreyfus Investment Portfolios MidCap Stock Portfolio-Initial Shares seeks investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor's MidCap 400^® Index. To pursue this goal, the Portfolio normally invests at least 80% of its assets in stocks of mid-size companies. The Portfolio invests in growth and value stocks, which are chosen through a disciplined investment process that combines computer modeling techniques, fundamental analysis, and risk management.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Dreyfus Variable Investment Fund—advised by The Dreyfus Corporation of New York, New York.

Dreyfus Variable Investment Fund Appreciation Portfolio-Initial Shares seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. To pursue these goals, the Portfolio normally invests at least 80% of its assets in common stocks. The Portfolio focuses on “blue-chip” companies with total market capitalizations of more than $5 billion at the time of purchase, including multinational companies. Fayez Sarofim & Co. is the sub-advisor to this Portfolio and, as such, provides day-to-day management. These established companies have demonstrated sustained patterns of profitability, strong balance sheets, an expanding global presence and the potential to achieve predictable, above-average earnings growth. In choosing stocks, the Portfolio first identifies economic sectors it believes will expand over the next three to five years or longer. Using fundamental analysis, the Portfolio then seeks companies within these sectors that have proven track records and dominant positions in their industries. The Portfolio also may invest in companies which it considers undervalued in terms of earnings, assets or growth prospects. (The Sub-Investment Adviser is Fayez Sarofim & Co.)

DWS Capital Growth VIP–Class A Shares seeks to provide long-term growth of capital. The Portfolio normally invests at least 65% of total assets in equities, mainly common stocks of US companies. Although the Portfolio can invest in companies of any size, it intends to invest primarily in companies whose market capitalizations are similar in size to the companies in the Standard & Poor’s 500® Composite Stock Price Index (the “S&P 500 Index”) or the Russell 1000® Growth Index (as of December 31, 2008, the S&P 500 Index and the Russell 1000® Growth Index had median market capitalizations of $6.4 billion and $3.3 billion, respectively). The Portfolio may also invest in other types of equity securities, such as preferred stocks or convertible securities. In choosing stocks, the portfolio managers begin by utilizing a proprietary quantitative model to rank stocks based on a number of factors including valuation and profitability. The portfolio managers also apply fundamental techniques to identify companies that display above-average earnings growth compared to other companies and that have strong product lines, effective management and leadership positions within core markets. The factors considered and models used by the portfolio managers may change over time. The portfolio managers will normally sell a stock when they believe its potential risks have increased, its price is unlikely to go higher, its fundamental factors have changed, other investments offer better opportunities or in the course of adjusting the portfolio’s emphasis on a given industry.

DWS Health Care VIP–Class A Shares under normal circumstances, the Portfolio seeks long-term growth of capital by investing at least 80% of total assets, plus the amount of any borrowings for investment purposes, in common stocks of companies in the health care sector.

DWS Variable Series II—advised by Deutsche Investment Management Americas, Inc. of New York, New York.

DWS Blue Chip VIP –Class A Shares seeks growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks of large US companies that are similar in size to the companies in the S&P 500 Index and that the Portfolio managers consider to be “blue chip” companies. Blue chip companies are large, well-known companies that typically have an established earnings and dividends history, easy access to credit, solid positions in their industries and strong management.

DWS Dreman High Return Equity VIP–Class A Shares seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities. The Portfolio focuses on stocks of large US companies that are similar in size to the companies in the S&P 500 Index and that the Portfolio managers believe are undervalued. Sub-advised by Dreman Value Management LLC.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers).

DWS Dreman Small Mid Cap Value VIP–Class A Sharesseeks long-term capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in undervalued common stocks of small and mid-size U.S. companies. Sub-advised by Dreman Value Management LLC.

DWS Large Cap Value VIP –Class A Shares seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large US companies that are similar in size to the companies in the Russell 1000 Value Index and that the Portfolio managers believe are undervalued. Sub-advised by Deutsche Asset Management International GmbH.

DWS Investments VIT Funds—advised by Deutsche Investment Management, Inc. of New York, New York.

DWS Small Cap Index VIP –Class A Shares seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000 Index, which emphasizes stocks of small US companies. The Russell 2000 Index is a widely accepted benchmark of small-company stock performance. Under normal circumstances, the Portfolio intends to invest at least 80% of its assets, determined at the time of purchase, in stocks of companies included in the Russell 2000 Index and in derivative instruments, such as stock index futures contracts and options, that provide exposure to the stocks of companies in the Russell 2000 Index. Sub-advised by Northern Trust Investments, N.A.

Federated Insurance Series

Federated Fund for U.S. Government Securities II seeks to provide current income. The Portfolio’s overall strategy is to invest in a portfolio consisting primarily of United States Treasury securities, United States government agency securities (including mortgage-backed securities issued or guaranteed by United States government agencies or instrumentalities), investment-grade non-governmental mortgage-backed securities and related derivative contracts. Advised by Federated Equity Management Company of Pittsburgh, Pennsylvania.

Franklin Templeton Variable Insurance Products Trust—advised by Franklin Advisory Services, LLC, Fort Lee, New Jersey

Franklin Small Cap Value Securities Fund–Class II Shares seeks long-term total return. The Portfolio normally invests at least 80% of its net assets in investments of small capitalization companies and normally invests predominantly in equity securities.

Janus Aspen Series - Advised by Janus Capital Management LLC of Denver, Colorado.

Janus Aspen Balanced Portfolio–Service Sharesseeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio normally invests 50-60% of its assets in equity securities selected primarily for their growth potential and 40-50% of its assets in securities selected primarily for their income potential. The Portfolio normally invests at least 25% of its assets in fixed-income senior securities.

Janus Aspen Flexible Bond Portfolio–Service Shares seeks to obtain maximum total return, consistent with preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its assets in bonds. Bonds include, but are not limited to, government bonds, corporate bonds, convertible bonds, mortgage-backed securities, and zero-coupon bonds. The Portfolio will invest at least 65% of its assets in investment grade debt securities and will maintain an average-weighted effective maturity of five to ten years. The Portfolio will limit its investment in high-yield/high-risk bonds to 35% or less of its net assets. This Portfolio generates total return from a combination of current income and capital appreciation, but income is usually the dominant portion.

Janus Aspen Growth and Income Portfolio–Service Shares seeks long-term capital growth and current income. The Portfolio will normally invest up to 75% of its assets in equity securities selected primarily for their growth potential, and at least 25% of its assets in securities the Portfolio manager believes have income potential. Equity securities may make up part or all of this income component if they currently pay dividends or the Portfolio manager believes they have potential for increasing or commencing dividend payments. The Portfolio is not designed for investors who need consistent income, and the Portfolio’s investment strategies could result in significant fluctuations of income.

Lazard Retirement Series – advised by Lazard Asset Management, LLC of New York, New York.

Lazard Retirement Emerging Markets Equity Portfolio-Service Shares seeks long term capital appreciation. The Portfolio invests primarily in equity securities, principally common stocks, of non-U.S. companies whose principal activities are located in emerging market countries and that the Investment Manager believes are undervalued based on their earnings, cash flow or asset values. Under normal circumstances, the Portfolio invests at least 80% of its assets in equity securities of companies whose principal business activities are located in emerging market countries

Lincoln Variable Insurance Products Trust—advised by Lincoln Investment Advisors Corporation of Fort Wayne, Indiana, and sub-advised by BAMCO, Inc. of New York, New York.

LVIP Baron Growth Opportunities Fund–Service Shares seeks capital appreciation through long-term investments in securities of small and medium sized companies with undervalued assets or favorable growth prospects.

MFS Variable Insurance Trust—advised by Massachusetts Financial Services Company of Boston, Massachusetts.

MFS Utilities Series–Service Class seeks total return. The Portfolio’s objective may be changed without shareholder approval. MFS normally invests at least 80% of the Portfolio’s net assets in securities of issuers in the utilities industry. MFS considers a company to be in the utilities industry if, at the time of investment, MFS determines that a substantial portion (i.e., at least 50%) of the company’s assets or revenues are derived from one or more utilities. Issuers in the utilities industry include issuers engaged in the manufacture, production, generation, transmission, sale or distribution of electric, gas or other types of energy, water or other sanitary services; and issuers engaged in telecommunications, including telephone, cellular telephone, telegraph, satellite, microwave, cable television, and other communications media (but not engaged in public broadcasting). MFS primarily invests the Portfolio’s assets in equity securities, but may also invest in debt instruments. MFS primarily invests the Portfolio’s investments in debt instruments in investment grade debt instruments, but may also invest in lower quality debt instruments. MFS may invest the Portfolio’s assets in companies of any size. MFS may invest the Portfolio’s assets in U.S. and foreign securities, including emerging market securities. MFS may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the Portfolio, or as alternatives to direct investments. MFS uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of issuers or instruments in light of market, economic, political, and regulatory conditions. Factors considered for equity securities may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered. Factors considered for debt instruments may include the instrument’s credit quality, collateral characteristics and indenture provisions and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. Quantitative analysis of the structure of a debt instrument and its features may also be considered. MFS may engage in active and frequent trading in pursuing the Portfolio's principal investment strategies. In response to market, economic, political, or other conditions, MFS may depart from the Portfolio’s principal investment strategies by temporarily investing for defensive purposes.

MFS Variable Insurance Trust II - advised by Massachusetts Financial Services Company of Boston, Massachusetts

MFS International Value –Service Class Shares seeks capital appreciation. MFS normally invests the Portfolio’s assets primarily in foreign equity securities, including emerging market equity securities. MFS may invest a relatively high percentage of the Portfolio’s assets in a single country, a small number of countries, or a particular geographic region. MFS focuses on investing the Portfolio's assets in the stocks of companies that it believes are undervalued compared to their perceived worth (value companies). Value companies tend to have stock prices that are low relative to their earnings, dividends, assets, or other financial measures. MFS may invest the Portfolio’s assets in companies of any size. MFS may use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the Portfolio, or as alternatives to direct investments. MFS uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered. MFS may engage in active and frequent trading in pursuing the Portfolio's principal investment strategies. In response to market, economic, political, or other conditions, MFS may depart from the Portfolio’s principal investment strategies by temporarily investing for defensive purposes.

Nationwide Variable Insurance Trust—advised by Nationwide Fund Advisors of Conshohocken, Pennsylvania, and sub-advised by BlackRock Investment Management, LLC of Plainsboro, New Jersey.

NVIT Mid Cap Index Fund-Class II Shares(formerlyGVIT Mid Cap Index Fund) seeks capital appreciation. Under normal conditions, the Portfolio invests at least 80% of the value of its net assets in a statistically selected sample of equity securitiesof companies included in the S&P 400® and in derivativeinstruments linked to the S&P 400®, primarily futures contracts.

Neuberger Berman Advisers Management Trust—advised by Neuberger Berman Management, Inc. of New York, New York.

Neuberger Berman AMT Regency Portfolio–Class S Shares seeks growth of capital by investing mainly in common stocks of mid-capitalization companies. The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers):

Oppenheimer Variable Account Funds—advised by OppenheimerFunds, Inc. of New York, New York.

Oppenheimer Global Securities Fund/VA – Non Service Shares seeks capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities. Under normal market conditions, the Portfolio invests mainly in common stocks of U.S. and foreign companies. The Portfolio can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets. However, the Portfolio currently emphasizes investments in developed markets such as the United States, Western Europe countries and Japan. The Portfolio does not limit its investments to companies in a particular capitalization range, but currently focuses its investments in mid- and large-cap companies. The Portfolio is not required to allocate its investments in any set percentages in any particular countries. As a fundamental policy, the Portfolio normally will invest in at least three countries (one of which may be the United States). Typically, the Portfolio invests in a number of different countries.

Oppenheimer International Growth Fund/VA – Non Service Shares seeks long-term capital appreciation by investing under normal circumstances, at least 65% of its total assets in equity securities of issuers in at least three different countries outside of the United States. The Portfolio currently invests mainly in common stocks of foreign growth companies listed on foreign stock exchanges. They can include both smaller, less-well-known companies and larger, more established companies that the portfolio manager believes have favorable prospects for capital growth relative to the market. The Portfolio does not limit its investments to issuers within a specific market capitalization range. It can invest up to 25% of its total assets in emerging markets and can invest without limit in developed markets throughout the world. The Portfolio may increase the relative emphasis of its investments in one or more industries, countries, or regions from time to time, such as Europe or Asia, for example. The Portfolio can also buy preferred stocks, securities convertible into common stocks and other securities having equity features. The Portfolio can invest up to 20% of its total assets in debt securities when the Portfolio manager believes that it is appropriate to do so in order to seek the Portfolio’s objective. The Portfolio typically does not invest in debt securities to a significant degree. The Portfolio can also use hedging instruments and certain derivative investments to try to manage investment risk.

PIMCO VIT High Yield Portfolio–Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 80% of its assets in a diversified portfolio of high yield securities (“junk bonds”) rated below investment grade but rated at least Caa by Moody’s or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality, subject to a maximum of 5% of its total assets in securities rated Caa by Moody’s or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality. The remainder of the Portfolio’s assets may be invested in investment grade Fixed Income Instruments. The average portfolio duration of this Portfolio normally varies within two year (plus or minus) of the duration of the Merrill Lynch U.S. High Yield BB-B Rated Constrained Index, which as of March 31, 2008 was 4.64 years. The Portfolio may invest up to 20% of its total assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio normally will limit its exposure to foreign currency (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets. The Portfolio may also invest up to 10% of its total assets in preferred stocks.

PIMCO VIT Low Duration Portfolio–Administrative Class Shares (formerlyPIMCO VIT Low Duration Bond Portfolio) seeks maximum total return, consistent with preservation of capital and prudent investment management. Under normal market conditions, the Portfolio seeks to achieve its investment objective by investing, under normal circumstances, at least 65% of its total assets in a diversified portfolio of fixed income instruments of varying maturities. The average portfolio duration of this Portfolio normally varies within a one- to three-year time frame based on PIMCO's forecast for interest rates. The Portfolio invests primarily in investment grade debt securities, but may invest up to 10% of its total assets in high- yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by PIMCO to be of comparable quality. The Portfolio may invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets. The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts, or swap agreements, or in mortgage- or asset-backed securities. The Portfolio may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The "total return" sought by the Portfolio consists of income earned on the Portfolio's investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security. The Portfolio may invest up to 10% of its total assets in securities and instruments that are economically tied to emerging market countries. The Portfolio may also invest up to 10% of its total assets in preferred stocks.

PIMCO VIT Total Return Portfolio–Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 65% of its total assets in a diversified portfolio of fixed income instruments of varying maturities. The average portfolio duration of this Portfolio normally varies within a three-to six-year frame based on PIMCO’s forecast for interest rates. The Portfolio invests primarily in investment grade debt securities, but may invest up to 10% of its total assets in high yield securities (“junk bonds”) rated B or higher by Moody’s or S&P or, if unrated, determined by PIMCO to be of comparable quality. The Portfolio may invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The average portfolio duration normally varies within two years (plus or minus) of the duration of the Barclay’s Capital U.S. Aggregate Index.

Pioneer Variable Contracts Trust.—advised by Pioneer Investment Management, Inc. of Boston, Massachusetts.

Pioneer Emerging Markets VCT Portfolio – Class II Shares seeks long term growth of capital. The Portfolio seeks long-term capital appreciation primarily through the securities of issuers in countries with emerging economies or securities markets.

Pioneer Fund VCT Portfolio–Class I Shares seeks reasonable income and capital growth. The Portfolio seeks reasonable income and capital growth by investing primarily in the equity securities of U.S. Companies.

Pioneer Growth Opportunities VCT Portfolio–Class I Shares seeks growth of capital. To achieve its objective, under normal circumstances the Portfolio invests most of its assets in equity securities of companies the advisor considers to be reasonably priced or undervalued, with above average growth potential.

Pioneer Mid Cap Value VCT Portfolio–Class II Shares seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks. Normally, the Portfolio invests at least 80% of its total assets in equity securities of mid-size companies. Mid-sized companies are those with market values, at the time of investment, that do not exceed the greater of the market capitalization of the largest company within the Russell Midcap Value Index or the 3-year rolling average of the market capitalization of the largest company within the Russell Midcap Value Index as measured at the end of the preceding month and are not less than the smallest company within the index. The Russell Midcap Value Index measures the performance of U.S. mid-cap value stocks. The size of the companies in the index changes with market conditions and the composition of the index. The equity securities in which the Portfolio principally invests are common stocks, preferred stocks, depositary receipts and convertible debt, but the Portfolio may invest in other types of equity securities to a lesser extent, such as exchange-traded funds (ETFs) that invest primarily in equity securities, equity interests in real estate investment trust (REITs), warrants and rights.

Prudential Series Fund is managed by Prudential Investments LLC of Newark, New Jersey and sub-advised by Jennison Associates, LLC of New York, New York and ClearBridge Advisors LLC of New York, New York.

Prudential Series Fund Equity Portfolio – Class II Shares seeks long term growth of capital by investing in common stock of major established companies as well as smaller companies. The Portfolio considers major established companies to be those companies with market capitalizations within the market capitalization range of the Russell 1000® Index (measured as of the time of purchase). As of January 31, 2009, the Russell 1000® Index had an average market capitalization of $72.9 billion and the largest market capitalization was $421.8 billion.

Prudential Series Fund Natural Resources Portfolio – Class II Shares seeks long-term growth of capital by investing in common stocks and convertible securities of natural resource companies and in securities that are related to the market value of some natural resource (asset-indexed securities).

Royce Capital Fund – managed by Royce & Associates, LLC of New York, New York.

Royce Capital Fund Small Cap Portfolio-Service Class Shares seeks long-term growth of capital. The Portfolio invests its assets primarily in equity securities of small-cap companies, those with market capitalizations from $500 million to $2.5 billion. The Portfolio manager generally looks for companies that have excellent business strengths and/or prospects for growth, high internal rates of return and low leverage, and that are trading significantly below its estimate of their current worth. Normally, the Portfolio invests at least 80% of its net assets in the equity securities of small-cap companies. Although the Portfolio normally focuses on the securities of U.S. companies, it may invest up to 25% of its net assets in foreign securities.

Schwab Annuity Portfolios—advised by Charles Schwab Investment Management, Inc. of San Francisco, California.

Schwab MarketTrack Growth Portfolio II™seeks to provide high capital growth with less volatility than an all stock portfolio.

Schwab Money Market Portfolio™ seeks the highest current income consistent with stability of capital and liquidity. This Portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation. The Board of Trustees of the Portfolio has approved

participation in the Temporary Guarantee Program for Money Market Funds (the “Program”) established by the U.S. Department of the Treasury (the “Treasury”).

Under the Program, the Treasury will guarantee the share price of shares of the Portfolio outstanding as of September 19, 2008 at $1.00 per share if the Portfolio’s net asset value falls below $0.995 (a “Guarantee Event”). Recovery under the Program is subject to certain conditions and limitations, including the following:

• For each shareholder of the Portfolio, the Program provides a guarantee for the lesser of (a) the number of shares of the Portfolio owned by the shareholder at the close of September 19, 2008, or (b) the number of shares of the Portfolio owned by the shareholder on the date of the Guarantee Event. The Program does not protect investors who were not shareholders of the Portfolio on September 19, 2008.

•    The total amount of coverage available for all participants in the Program is limited to the amount of funds available under the Federal Exchange Stabilization Fund at the time of a Guarantee Event (currently approximately $50 billion).

• Recovery under the Program requires the Portfolio to liquidate.

• In order to recover, a Guarantee Event must occur during the term of the Program, including any extension of the Program. The Program expires September 18, 2009.

There can be no assurance that the Portfolio will be able to maintain a stable net asset value of $1.00 per share.

Schwab S&P 500 Index Portfolio seeks to track the price and dividend performance (total return) of stocks of U.S. companies, as represented in the Standard & Poor’s Composite Stock Price Index (the S&P 500).

Seligman Portfolios, Inc.—advised by RiverSource Investments, New York, New York.

Seligman Communications and Information Fund–Class 2 Shares seeks capital gain. The Portfolio invests at least 80% of its net assets in securities of companies operating in the communications, information, and related industries. The Portfolio may invest in companies of any size.

Sentinel Variable Products Trust – advised by Sentinel Asset Management, Inc. of Montpelier, Vermont.

Sentinel Variable Products Small Company Fund seeks growth of capital. The Portfolio normally invests at least 80% of its net assets in small-capitalization companies. This principal investment strategy is a non-fundamental policy that may not be changed without 60 days’ prior notice to the Portfolio’s shareholders. For this purpose, small companies are considered to be companies that have, at the time of purchase, market capitalizations of less than $3 billion. The Portfolio invests primarily in common stocks of small companies that Sentinel believes are high quality, have superior business models, solid management teams, sustainable growth potential and are attractively valued. The weighted median market capitalization of the Portfolio’s holdings as of March 31, 2008 was $1.38 billion. Market capitalization is the total value of all the outstanding shares of common stock of a company.

Sentinel Variable Products Common Stock Fund seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the stock market as a whole. The Portfolio normally invests at least 80% of its net assets in common stocks. This principal investment strategy is a non-fundamental policy that may not be changed without 60 days’ prior written notice to the Portfolio’s shareholders. The Portfolio invests mainly in a diverse group of common stocks of well-established companies, typically above $5 billion in market capitalization, most of which pay regular dividends. When appropriate, the Portfolio also may invest in preferred stocks or debentures convertible into common stocks. Up to 25% of the Portfolio’s assets may be invested in securities within a single industry. The Portfolio may invest without limitation in foreign securities, although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

Sentinel Variable Products Bond Fund seeks high current income while seeking to control risk. The Portfolio invests mainly in investment grade bonds. The Portfolio will invest exclusively in fixed-income securities, and to a limited extent in related derivatives. At least 80% of the Portfolio’s assets will normally be invested in the following types of bonds: (1) Corporate bonds which at the time of purchase are rated within the four highest rating categories of Moody’s, Standard & Poor’s or any other nationally recognized statistical rating organization; (2) Debt securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including the mortgage-backed securities and dollar roll transactions described for the Balanced Fund; (3) Debt securities (payable in U.S. dollars) issued or guaranteed by Canadian governmental entities; and (4) Debt obligations of domestic banks or bank holding companies, even though not rated by Moody’s or Standard & Poor’s, that Sentinel believes have investment qualities comparable to investment-grade corporate securities. The Portfolio’s policy of investing, under normal circumstances, at least 80% of its assets in bonds is a nonfundamental policy that may not be changed without 60 days’ prior notice to the Portfolio’s shareholders. The Portfolio may also invest in other fixed-income securities, such as straight or convertible debt securities and straight or convertible preferred stocks. The Portfolio will invest no more than 20% of its total assets in lower quality bonds, sometimes called “junk bonds.” These bonds, because of the greater possibility that the issuers will default, are not investment grade - that is, they are rated below BBB by Standard & Poor’s or below Baa by Moody’s, or are unrated but considered by Sentinel to be

of comparable credit quality. Up to 25% of the Portfolio’s assets may be invested in securities within a single industry. The Portfolio utilizes an active trading approach, which may result in portfolio turnover greater than 100%.

Third Avenue Value Portfolio–Variable Series Trust Shares -seeks long-term capital appreciation mainly by acquiring common stocks of well-financed companies (meaning companies believed to be without significant liabilities in comparison to their liquid resources) at a discount to what the adviser believes is their intrinsic value. The Portfolio also seeks to acquire senior securities, such as preferred stocks, and debt instruments (including high-yield and distressed securities) that the adviser believes are undervalued. Acquisitions of these senior securities and debt instruments will generally be limited to those providing: (1) protection against the issuer taking certain actions which could reduce the value of the security; and (2) above-average current yields, yields to events (e.g., acquisitions and recapitalizations), or yields to maturity. The Portfolio invests in companies regardless of market capitalization. It also invests in both domestic and foreign securities. The mix of the Portfolio’s investments at any time will depend on the industries and types of securities the adviser believes hold the most value within the Portfolio’s investment strategy.

HIGH-YIELD AND DISTRESSED RISK. The Portfolio's investments in high-yield securities (commonly known as "junk bonds") may expose the Portfolio to greater risks than if the Portfolio only owned higher-grade securities. The value of high-yield, lower quality securities is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. Issuers of high-yield securities are not as strong financially as those with higher credit ratings, so the securities are usually considered speculative investments. These issuers are more vulnerable to financial setbacks and recession than more creditworthy issuers, which may impair their ability to make interest and principal payments.  The Portfolio also invests in distressed securities, which Third Avenue considers to be issued by companies that are, or might be, involved in reorganizations or financial restructurings, either out of court or in bankruptcy.  The Portfolio’s investments in distressed securities typically involve the purchase of high-yield bonds, bank debt or other indebtedness of such companies.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):.

Touchstone Variable Series Trust – advised by Touchstone Advisors, Inc. of Cincinnati, Ohio.

Touchstone VST Mid Cap Growth Fund –Class I Shares seeks to increase the value of Portfolio shares as a primary goal and to earn income as a secondary goal. Under normal circumstances, the Portfolio will invest at least 80% of its assets in common stocks of mid cap companies. Shareholders will be provided with at least 60 days’ prior notice of any change in this policy. A mid cap company has a market capitalization between $1.5 billion and $12 billion. The Portfolio may also invest in companies in the technology sector.

Van Eck Worldwide Insurance Trust – advised by Van Eck Associates Corporation of New York, New York.

Van Eck Insurance Trust Worldwide Bond Fund -- Initial Class Shares seeks high total return—income plus capital appreciation—by investing globally, primarily in a variety of debt securities

Van Eck Insurance Trust Worldwide Hard Assets – Class S Shares seeks long-term capital appreciation by investing primarily in “hard asset” securities. Income is a secondary consideration.

Van Kampen Life Investment Trust—advised by Van Kampen Asset Management, a wholly-owned subsidiary of Van Kampen Investments, Inc.

Van Kampen LIT Comstock Portfolio–Class I Shares seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

Van Kampen LIT Growth and Income Portfolio–Class I Shares seeks long-term growth of capital and income.

Wells Fargo Advantage Funds—advised by Wells Fargo Funds Management, LLC, a subsidiary of Wells Fargo & Company headquartered in San Francisco, California.

Wells Fargo Advantage VT Discovery Fund–Class VT Shares seeks long-term capital appreciation. The Portfolio invests in equity securities of small- and medium-capitalization companies that we believe offer favorable opportunities for growth. We define small- and medium-capitalization companies as those with market capitalizations at the time of purchase equal to or lower than the company with the largest market capitalization in the Russell Midcap^® Index.We may also invest in equity securities of foreign issuers through ADRs and similar investments.

Wells Fargo Advantage VT Opportunity Fund–Class VT Shares seeks long-term capital appreciation. The Portfolio invests principally in equity securities of medium-capitalization companies, which we define as those within the range of market capitalizations of companies in the Russell MidCap^® Index. We may also invest in equity securities of foreign issuers through ADRs and similar investments.

Meeting Investment Objectives

Meeting investment objectives depends on various factors, including, but not limited to, how well the Portfolio managers anticipate changing economic and market conditions. There is no guarantee that any of these Portfolios will achieve their stated objectives.

Where to Find More Information About the Portfolios

Additional information about the investment objectives and policies of all the Portfolios and the investment advisory and administrative services and charges can be found in the current Portfolio prospectuses, which can be obtained from the Annuity Service Center. You may also visit www.schwab.com/annuities.

The Portfolio prospectuses should be read carefully before any decision is made concerning the allocation of Contributions to, or Transfers among, the Sub-Accounts.

Addition, Deletion or Substitution

First Great-West does not control the Portfolios and cannot guarantee that any of the Portfolios will always be available for allocation of Contributions or Transfers. We retain the right to make changes in the Series Account and in its investments. Currently, Schwab must approve certain changes.

First Great-West and Schwab reserve the right to discontinue the offering of any Portfolio. If a Portfolio is discontinued, we may substitute shares of another Portfolio or shares of another investment company for the discontinued Portfolio’s shares. Any share substitution will comply with the requirements of the 1940 Act.

If you are contributing to a Sub-Account corresponding to a Portfolio that is being discontinued, you will be given notice prior to the Portfolio’s elimination.

Based on marketing, tax, investment and other conditions, we may establish new Sub-Accounts and make them available to Owners at our discretion. Each additional Sub-Account will purchase shares in a Portfolio or in another mutual fund or investment vehicle.

If, in our sole discretion, marketing, tax, investment or other conditions warrant, we may also eliminate one or more Sub-Accounts. Before a Sub-Account is eliminated, we will notify you and request that you reallocate the amounts invested in the Sub-Account to be eliminated.

Application and Initial Contributions

The first step to purchasing the Schwab OneSource Annuity® is to complete your Contract application and submit it with your initial minimum Contribution of $5,000. Initial Contributions can be made by check (payable to First Great-West) or transferred from a Schwab brokerage account. You also may purchase the Contract through a 1035 Exchange provided that the contract you are exchanging for the Schwab OneSource Annuity® has a cash value of at least $5,000.

The Contract application and any initial contributions made by check should be sent to Schwab Insurance Services, P.O. Box 7666, San Francisco, CA 9412-9639.

If your application is complete, your Contract will be issued and your Contribution will be credited within two business days after receipt by First Great-West. Acceptance is subject to sufficient information in a form acceptable to us. We reserve the right to reject any application or Contribution.

If your application is incomplete, it will be completed from information Schwab has on file or you will be contacted by telephone or email to obtain the required information. If the information necessary to complete your application is not received within five business days, we will return to you both your check and the application. If you provide consent we will retain the initial Contribution and credit it as soon as we have completed your application.

Right of Cancellation Period

During the Right of Cancellation period (ten-days required by New York state law and 60 days if the contract is a replacement), you may cancel your Contract. During the Right of Cancellation period, all Contributions will first be allocated to the Money Market Sub-Account and will remain there until the next Transaction Date following the end of the Right of Cancellation period plus five

calendar days. If you exercise your Right of Cancellation, you must return the Contract to First Great-West or to the representative from whom you purchased it.

Generally, Contributions will be allocated to the Sub-Accounts you selected on the application, effective upon the Effective Date. During the Right of Cancellation period, you may change your Sub-Account allocations as well as your allocation percentages. Any changes made during the Right of Cancellation period will take effect after the Right of Cancellation period has expired.

Contracts returned during the Right of Cancellation period will be void from the date we issued the Contract. In New York, we will refund your current Annuity Account Value plus the return of any expense charges deducted. In New York, this amount may be higher or lower than your Contributions, which means you bear the investment risk during the Right of Cancellation period.

Amounts contributed from a 1035 exchange of the Schwab Select Annuity Contract will be immediately allocated to the Sub-Accounts you have selected. If the Contract is returned, it will be void from the start. In many states, we will refund the Annuity Account Value (less any surrenders, withdrawals, and distributions already received) effective as of the Transaction Date the Contract is returned and received by us. This amount may be an amount that is higher or lower than your Contribution from the Schwab Select Annuity Contract, which means that you bear the investment risk during the Right of Cancellation period. New York state requires that we return the greater of: (a) Contributions received (less any surrenders, withdrawals, and distributions taken during the Right of Cancellation period), or (b) the Annuity Account Value effective as of the Transaction Date the Contract is returned and received by us.

Subsequent Contributions

Once your application is complete and we have received your initial Contribution, you can make subsequent Contributions at any time prior to the Payout Commencement Date, as long as the Annuitant is living. Additional Contributions must be at least $500; or $100 if made via an Automatic Bank Draft Plan. Total Contributions may exceed $1,000,000 only with our prior approval.

Subsequent Contributions can be made by check or via an Automatic Bank Draft Plan directly from your bank or savings account. You can designate the date you would wish your subsequent Contributions deducted from your account each month. If you make subsequent Contributions by check, your check should be payable to First Great-West.

You will receive a confirmation of each Contribution you make upon its acceptance. Subsequent Contributions are credited the day they are received in the Annuity Service Center at First Great-West if they are received on a day the New York Stock Exchange is open and received prior to 4 p.m. ET. Subsequent Contributions received on days the New York Stock Exchange is closed or received after 4 p.m. ET on a day the New York Stock Exchange is open, will be credited the next business day.

If you cancel a purchase payment or if your check is returned due to insufficient funds, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of any decline in the value of the cancelled purchase. We reserve the right to refrain from allocating Contributions to your selected Sub-Accounts until we are notified by your bank that your check has cleared.

First Great-West reserves the right to modify the limitations set forth in this section.

Annuity Account Value

Before the date annuity payouts begin, the value of your Contract is the Annuity Account Value, which, before your Annuity Commencement Date, is the total dollar amount of all accumulation units credited to you for each Sub-Account. Initially, the value of each accumulation unit was set at $10.00.

Each Sub-Account's value prior to the Payout Commencement Date is equal to:

• net Contributions allocated to the corresponding Sub-Account,

• plus or minus any increase or decrease in the value of the assets of the Sub-Account due to investment results,

• minus the daily mortality and expense risk charge, and

• minus any withdrawals or Transfers from the Sub-Account.

The value of a Sub-Account's assets is determined at the end of each day that the New York Stock Exchange is open for regular business (a valuation date). A valuation period is the period between successive valuation dates. It begins at the close of the New York Stock Exchange (generally 4:00 p.m. ET) on each valuation date and ends at the close of the New York Stock Exchange on the next succeeding valuation date.

The Annuity Account Value is expected to change from valuation period to valuation period, reflecting the investment experience of the selected Sub-Account(s), as well as the deductions for applicable charges.

Upon allocating Contributions to a Sub-Account you will be credited with variable accumulation units in that Sub-Account. The number of accumulation units you will be credited is determined by dividing the portion of each Contribution allocated to the Sub-Account by the value of an accumulation unit. The value of the accumulation unit is determined and credited at the end of the valuation period during which the Contribution was received.

Each Sub-Account’s accumulation unit value is established at the end of each valuation period. It is calculated by multiplying the value of that unit at the end of the prior valuation period by the Sub-Account's Net Investment Factor for the valuation period. The formula used to calculate the Net Investment Factor is discussed in Appendix B.

Unlike a brokerage account, amounts held under a Contract are not covered by the Securities Investor Protection Corporation (“SIPC”).

Transfers

At any time while your Contract is in force, you may Transfer all or part of your Annuity Account Value among and between the Sub-Accounts by telephone, in writing by sending a Request to Schwab Insurance Services or the Annuity Service Center., or through the Internet at www.schwab.com/annuity where you will be redirected to a Great-West website where you may make the Transfer. Incoming Transfers to closed Sub-Accounts are not permitted.

Your Request must specify:

• the amounts being Transferred,

• the Sub-Account(s) from which the Transfer is to be made, and

• the Sub-Account(s) that will receive the Transfer.

Currently, there is no limit on the number of Transfers you can make among the Sub-Accounts during any calendar year. However, we reserve the right to limit the number of Transfers you make. Also, there is currently no charge for Transfers. We reserve the right to impose such a charge in the future. If we choose to exercise these rights, we will notify you by sending you a supplement to this prospectus, in accordance with all applicable regulations.

A Transfer generally will be effective on the date the Request for Transfer is received by the Annuity Service Center if received before 4:00 p.m. ET. Any transfer request received after 4:00 p.m. ET becomes effective on the following business day we and the New York Stock Exchange are open for business. Under current tax law, there will not be any tax liability to you if you make a Transfer.

Transfers involving the Sub-Accounts will result in the purchase and/or cancellation of accumulation units having a total value equal to the dollar amount being transferred. The purchase and/or cancellation of such units is made using the value of the Sub-Accounts as of the end of the valuation date on which the Transfer is effective.

We reserve the right without prior notice to modify, restrict, suspend, or eliminate the Transfer privileges (including telephone and/or Internet Transfers) at any time.

At present, we do not impose minimums on amounts that must be transferred. However, we reserve the right to impose, from time to time, minimum dollar amounts that may be transferred from a Sub-Account.

We also reserve the right to impose, from time to time, minimum dollar amounts that must remain in a Sub-Account after giving effect to a Transfer from that Sub-Account. At present, we do not impose any such minimums.

Market Timing and Excessive Trading

The Contracts are intended for long-term investment and not for the purpose of market timing or excessive trading activity. Market timing activity may dilute the interests of Contract Owners in the underlying Portfolios. Market timing generally involves frequent or unusually large Transfers that are intended to take advantage of short-term fluctuations in the value of a Portfolio's portfolio securities and the reflection of that change in the Portfolio's share price. In addition, frequent or unusually large Transfers may harm performance by increasing Portfolio expenses and disrupting Portfolio management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Portfolio to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to prevent or minimize market timing and excessive trading (collectively, “prohibited trading”) by Owners. As part of those procedures, certain of the Portfolios have instructed us to perform standardized trade monitoring, while other Portfolios perform their own monitoring and request reports of the Owner's trading activity if prohibited trading is suspected. If an Owner’s trading activity is determined to constitute prohibited trading, as defined by the applicable Portfolio, Great-West will notify the Owner that a trading restriction will be implemented if the Owner does not cease the prohibited trading. Some Portfolios

may require that trading restrictions be implemented immediately without warning, in which case we will notify the Owner of the restriction imposed by the Portfolio(s), as applicable.

If a Portfolio determines, or, for Portfolios for which we perform trade monitoring, we determine based on the applicable Portfolio’s definition of prohibited trading, that the Owner continues to engage in prohibited trading, we will restrict the Owner from making Transfers into the identified Portfolio(s) for the period of time specified by the Portfolio(s). Restricted Owners will be permitted to make Transfers out of the identified Portfolio(s) to other available Portfolio(s). When the Portfolio’s restriction period has been met, the Owner will automatically be allowed to resume Transfers into the identified Portfolio(s).

For Portfolios that perform their own monitoring, the Series Account does not impose trading restrictions unless or until a Portfolio first detects and notifies us of prohibited trading activity. Accordingly, we cannot prevent all prohibited trading activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent such Portfolios do not detect and notify us of prohibited trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer may be able to make prohibited trading transactions with the result that the management of the Portfolios may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Portfolios.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any persons from these procedures. We do not enter into agreements with Owners whereby we permit prohibited trading. Subject to applicable state law and the terms of each Contract, we reserve the right without prior notice to modify, restrict, suspend or eliminate the Transfer privileges (including telephone Transfers) at any time, to require that all Transfer Requests be made by you and not by your designee, and to require that each Transfer Request be made by a separate communication to us. We also reserve the right to require that each Transfer Request be submitted in writing and be signed by you.

The Portfolios may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Portfolios should describe any policies and procedures relating to restricting prohibited trading. The frequent trading policies and procedures of a Portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other Portfolios and the policies and procedures we have adopted to discourage prohibited trading. For example, a Portfolio may impose a redemption fee. The Owner should also be aware that we are legally obligated to provide (at the Portfolios’ request) information about each amount you cause to be deposited into a Portfolio (including by way of premium payments and Transfers under your Contract) or removed from the Portfolio (including by way of withdrawals and Transfers under your Contract). If a Portfolio identifies you as having violated the Portfolio’s frequent trading policies and procedures, we are obligated, if the Portfolio requests, to restrict or prohibit any further deposits or exchanges by you in respect to that Portfolio. Under rules recently adopted by the SEC we are required to: (1) enter into a written agreement with each Portfolio or its principal underwriter that will obligate us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners and (2) execute instructions from the Portfolio to restrict or prohibit further purchases or Transfers by specific Owners who violate the frequent trading policies established by the Portfolio. Accordingly, if you do not comply with any Portfolio’s frequent trading policies and procedures, you may be prohibited from directing any additional amounts into that Portfolio or directing any Transfers or other exchanges involving that Portfolio. You should review and comply with each Portfolio’s frequent trading policies and procedures, which are disclosed in the Portfolios’ current prospectuses.

We may revise our market timing and excessive trading policy and related procedures at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on Owners engaging in prohibited trading. In addition, our orders to purchase shares of the Portfolios are generally subject to acceptance by the Portfolio, and in some cases a Portfolio may reject or reverse our purchase order. Therefore, we reserve the right to reject any Owner's Transfer Request if our order to purchase shares of the Portfolio is not accepted by, or is reversed by, an applicable Portfolio.

You should note that other insurance companies and retirement plans may also invest in the Portfolios and that those companies or plans may or may not have their own policies and procedures on frequent Transfers. You should also know that the purchase and redemption orders received by the Portfolios generally are "omnibus" orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts. Omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan Owners and/or individual owners of variable insurance contracts. The nature of such orders may limit the Portfolios' ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Portfolios may not be able to detect potential prohibited trading activities in the omnibus orders they receive. We cannot guarantee that the Portfolios will not be harmed by Transfer activity relating to the retirement plans and/or other insurance companies that invest in the Portfolios. If the policies and procedures of other insurance companies or retirement plans fail to successfully discourage frequent Transfer activity, it may affect the value of your investments in the Portfolios. In addition, if a Portfolio believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent Transfer activity, the Portfolio may reject the entire omnibus order and thereby interfere with our ability to satisfy your Request even if you have not made frequent Transfers.

For Transfers into more than one investment option, we may reject or reverse the entire Transfer Request if any part of it is not accepted by or is reversed by a Portfolio.

Automatic Custom Transfers

Dollar Cost Averaging

You may arrange for systematic Transfers from any open Sub-Account to any other open Sub-Account. (Transfers into closed Sub-Accounts are not permitted.) These systematic Transfers may be used to Transfer values from the Schwab Money Market Sub-Account to other Sub-Accounts as part of a dollar cost averaging strategy. Dollar cost averaging allows you to buy more units when the price is low and fewer units when the price is high. Over time, your average cost per unit may be more or less than if you invested all your money at one time. However, dollar cost averaging does not assure a greater profit, or any profit, and will not prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Dollar Cost Averaging.

You can set up automatic dollar cost averaging on a monthly, quarterly, semi-annual, or annual basis. Your Transfer will be initiated on the Transaction Date one frequency period following the date of the request. For example, if you request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

If there are insufficient funds in the applicable Sub-Account on the date your Transfer is scheduled, your Transfer will not be made. However, your dollar cost averaging Transfers will resume once there are sufficient funds in the applicable Sub-Account. Dollar cost averaging will terminate automatically when you start taking payouts from the Contract. Dollar cost averaging Transfers must meet the following conditions:

• The minimum amount that can be Transferred out of the selected Sub-Account is $100.

• You must: (1) specify the dollar amount to be Transferred, (2) designate the Sub-Account(s) to which the Transfer will be made, and (3) designate the percentage of the dollar amount to be allocated to each Sub-Account into which you are Transferring money. The accumulation unit values will be determined on the Transfer date.

How dollar cost averaging works:

Month	Contribution	Units Purchased	Price per unit
Jan.	$250	10	$25.00
Feb.	250	12	20.83
Mar.	250	20	12.50
Apr.	250	20	12.50
May	250	15	16.67
June	250	12	20.83
Average market value per unit $18.06 Investor’s average cost per unit $16.85

In the chart above, if all units had been purchased at one time at the highest unit value of $25.00, only 60 units could have been purchased with $1500. By contributing smaller amounts over time, dollar cost averaging allowed 89 units to be purchased with $1500 at an average unit price of $16.85. This investor purchased 29 more units at $1.21 less per unit than the average market value per unit of $18.06.

You may not participate in dollar cost averaging and Rebalancer at the same time.

First Great-West reserves the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer

Over time, variations in each Sub-Account’s investment results will change your asset allocation plan percentages. Rebalancer allows you to automatically reallocate your Annuity Account Value to maintain your desired asset allocation. Participation in Rebalancer does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Rebalancer.

You can set up Rebalancer as a one-time Transfer or on a quarterly, semi-annual, or annual basis. If you select to rebalance only once, the Transfer will take place on the Transaction Date of the request.

If you select to rebalance on a quarterly, semi-annual, or annual basis, the first Transfer will be initiated on the Transaction Date one frequency period following the date of the request. For example, if you request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

How Rebalancer works:

Suppose you purchased your annuity and you decided to allocate 60% of your initial contribution to stocks; 30% to bonds and 10% to cash equivalents as in this pie chart:

 

Now assume that stock Portfolios outperform bond Portfolios and cash equivalents over a certain period of time. Over this period, the unequal performance may alter the asset allocation of the above hypothetical plan to look like this:

 

Rebalancer automatically reallocates your Annuity Account Value to maintain your desired asset allocation. In this example, the portfolio would be reallocated back to 60% in stocks; 30% in bonds; 10% in cash equivalents.

On the Transaction Date for the specified Request, assets will be automatically reallocated to the Sub-Accounts you selected. The Rebalancer option will terminate automatically when you start taking payouts from the Contract.

Rebalancer Transfers must meet the following conditions:

• Your entire Annuity Account Value must be included (except for Sub-Accounts that are closed to new Contributions and incoming Transfers).

• You must specify the percentage of your Annuity Account Value that you wish allocated to each Sub-Account and the frequency of rebalancing. You may modify the allocations or stop the Rebalancer option at any time.

• You may not participate in dollar cost averaging and Rebalancer at the same time.

First Great-West reserves the right to modify, suspend, or terminate the Rebalancer option at any time.

Cash Withdrawals

You may withdraw all or part of your Annuity Account Value at any time during the life of the Annuitant and prior to the date annuity payouts begin by submitting a withdrawal Request to the Annuity Service Center or via the Internet at www.schwab.com/annuity, or www.schwaballiance.com (for clients of investment managers who are Schwab Alliance customers); however, any withdrawals over $25,000 must be submitted in writing. Withdrawals are subject to the rules below and federal or state laws, rules, or regulations may also apply. The amount payable to you if you surrender your Contract is your Annuity Account Value, less any applicable Premium Tax. No withdrawals may be made after the date annuity payouts begin.

If you request a partial withdrawal, your Annuity Account Value will be reduced by the dollar amount withdrawn and your Death Benefit, if you chose option 2, will be reduced as a sum of all Proportional Withdrawals from each Sub-Account from which partial withdrawals were made by you.

Partial withdrawals are unlimited. However, you must specify the Sub-Account(s) from which the withdrawal is to be made. After any partial withdrawal, if your remaining Annuity Account Value is less than $2,000, then a full surrender may be required. The minimum partial withdrawal is $500.

The following terms apply to withdrawals:

• Partial withdrawals or surrenders are not permitted after the date annuity payouts begin.

• A partial withdrawal or a surrender will be effective upon the Transaction Date.

Withdrawal requests must be in writing with your original signature. If your instructions are not clear, your request will be denied and no surrender or partial withdrawal will be processed.

If a partial withdrawal is made within 30 days of the date annuity payouts are scheduled to commence, First Great-West may delay the Annuity Commencement Date by 30 days.

After a withdrawal of all of your Annuity Account Value, or at any time that your Annuity Account Value is zero, all your rights under the Contract will terminate.

Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Annuity Account Value.

First Great-West generally will pay the Surrender Value in a single sum within 7 days after receipt of the Request. First Great-West may delay payment for: (a) any period (i) during which the New York Stock Exchange is closed (other than customary weekend and holiday closings); or (ii) during which trading on the New York Stock Exchange is restricted; (b) any period during which an emergency exists as a result of which (i) disposal of the Series Account owned by it is not reasonably practicable; or (ii) it is not reasonably practicable for the Series Account to determine the value of its net assets; or (c) any other period as the Securities and Exchange Commission may by order permit for the protection of security holders.

Withdrawals to Pay Investment Manager or Financial Advisor Fees

You may request partial withdrawals from your Annuity Account Value and direct us to remit the amount withdrawn directly to your designated Investment Manager or Financial Advisor (collectively “Consultant”). A withdrawal request for this purpose must meet the $500 minimum withdrawal requirements and comply with all terms and conditions applicable to partial withdrawals, as described above. Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Annuity Account to pay Consultant fees.

Tax Consequences of Withdrawals

Withdrawals made for any purpose may be taxable—including payments made by us directly to your Consultant.

In addition, the Code may require us to withhold federal income taxes from withdrawals and report such withdrawals to the Internal Revenue Service ("IRS"). If you request partial withdrawals to pay Consultant fees, your Annuity Account Value will be reduced by the sum of the fees paid to the Consultant and the related withholding.

You may elect, in writing, to have us not withhold federal income tax from withdrawals, unless withholding is mandatory for your Contract. If you are younger than 59½, the taxable portion of any withdrawal is generally considered to be an early withdrawal and may be subject to an additional federal penalty tax of 10%.

Some states also require withholding for state income taxes. For details about withholding, please see "Federal Tax Matters" on page xx.

Telephone and Internet Transactions

You may make Transfer requests by telephone, fax and/or by Internet. Transfer requests received before 4:00 p.m. ET on days the New York Stock Exchange is open for business will be made on that day at that day’s unit value. Those received after 4:00 p.m. ET will be made on the next business day we and the New York Stock Exchange are open for business, at that day’s unit value.

We will use reasonable procedures to confirm that instructions communicated by telephone, fax and/or Internet are genuine, such as:

• requiring some form of personal identification prior to acting on instructions;

• providing written confirmation of the transaction; and/or

• tape recording the instructions given by telephone.

If we follow such procedures we will not be liable for any losses due to unauthorized or fraudulent instructions.

We reserve the right to suspend telephone, fax and/or Internet transaction privileges at any time, for some or all Contracts, and for any reason. Neither partial withdrawals nor surrenders are permitted by telephone; however partial withdrawal Requests in the amount of $25,000 or less may be requested by Internet. All Requests for full surrenders, periodic withdrawals, and partial withdrawals in excess of $25,000 must be in writing.

Death Benefit

At the time you apply to purchase the Contract, you select one of the two Death Benefit options we offer. For Option 1, the Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued. For Option 2, the Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued. For a full description of the circumstances under which we pay the Death Benefit, please see “Distribution of Death Benefit” on page xx of this Prospectus.

If you have selected Death Benefit option 1, the amount of the Death Benefit will be the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax.

If you have selected Death Benefit option 2, the amount of the Death Benefit will be the greater of:

• the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax; or

• the sum of all Contributions, minus any Proportional Withdrawals and minus any Premium Tax.

For example, in a rising market, where an Owner contributed $100,000 which increased to $200,000 due to market appreciation and then withdrew $150,000, the new balance is $50,000 and the Proportional Withdrawal is 75% ($150,000/$200,000 = 75%). This 75% Proportional Withdrawal is calculated against the total Contribution amount of $100,000 for a Death Benefit equal to the greater of the Annuity Account Value ($50,000) or total Contributions reduced by 75% ($100,000 reduced by 75%, or $25,000). Here, the Death Benefit would be $50,000.

Separately, if the Owner withdrew $50,000, or 25% of the Annuity Account Value, for a new balance of $150,000, the Death Benefit remains the greater of the Annuity Account Value ($150,000) or total Contributions reduced by the Proportional Withdrawal calculation ($100,000 reduced by 25%, or $75,000). Here, the Death Benefit is $150,000.

If the Owner withdraws an additional $50,000, this represents an additional Proportional Withdrawal of 33% ($50,000/$150,000 = 33%). The Death Benefit is now equal to the greater of the Annuity Account Value ($100,000) or total Contributions reduced by all the Proportional Withdrawal calculations ($100,000 reduced by 25%, or $75,000, and then reduced by 33%, or $24,750, to equal $50,250). Here, the Death Benefit is $100,000.

In a declining market, where an Owner contributed $100,000 which declined in value due to market losses to $50,000, and the Owner then withdrew $40,000, or 80% of Annuity Account Value, the result is a new account balance of $10,000. When applying Proportional Withdrawals, here 80%, the Death Benefit is the greater of the Annuity Account Value ($10,000) or total Contributions reduced by the Proportional Withdrawal calculation ($100,000 reduced by 80%, or $20,000). Here the death benefit is $20,000.

The difference between the two Death Benefit options we offer is that the amount payable upon death (the Death Benefit) is based on different criteria for each option and there is a different Mortality and Expense Risk Charge for each. Option 2 provides for the return of Contributions in the event that amount is greater than the Annuity Account Value (minus any Proportional Withdrawals). This could happen, for example, if the Death Benefit becomes payable soon after the Contract is purchased (say, one to three years) and, during those years, while Contributions are being made, the investment markets generally are in decline. Under these circumstances, it is possible that the performance of the Sub-Accounts you select may cause the Annuity Account Value to be less than the total amount of Contributions. If you have selected Death Benefit option 2 on a Contract, your Beneficiary would receive the greater amount, in this case, the sum of all Contributions (minus any Proportional Withdrawals). If you have selected Death Benefit option 1, your Beneficiary would receive the lesser amount, in this case, the Annuity Account Value (minus any Premium Tax).

If you choose Death Benefit Option 1, your Mortality and Expense Risk Charge is 0.65% of the average daily value of the Sub-Accounts to which you have allocated Contributions. If you choose Death Benefit option 2 (under which we incur greater mortality risks), your Mortality and Expense Risk Charge will be 0.85%.

The Death Benefit will become payable following our receipt of the Beneficiary’s claim in good order. When an Owner or the Annuitant dies before the Annuity Commencement Date and a Death Benefit is payable to a Beneficiary, the Death Benefit proceeds will remain invested according to the allocation instructions given by the Owner(s) until new allocation instructions are requested by the Beneficiary or until the Death Benefit is actually paid to the Beneficiary.

The amount of the Death Benefit will be determined as of the date payments commence. However, on the date a payout option is processed, the Annuity Account Value will be transferred to the Schwab Money Market Sub-Account unless the Beneficiary elects otherwise.

Subject to the distribution rules below, payout of the Death Benefit may be made as follows:

• payout in a single sum, or

• payout under any of the variable annuity options provided under this Contract.

In any event, no payout of benefits provided under the Contract will be allowed that does not satisfy the requirements of the Code and any other applicable federal or state laws, rules or regulations.

Beneficiary

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 Annuitant's death.

You may also select one or more Contingent Beneficiaries. You may change the Contingent Beneficiary before the Annuitant’s death. 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.

A change of Beneficiary or Contingent Beneficiary will take effect as of the date the Request is processed, unless a certain date is specified by the Owner. If the Owner dies before the Request is processed, the change will take effect as of the date the Request was made, unless we have already made a payout or otherwise taken action on a designation or change before receipt or processing of such Request. 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.

The interest of any Beneficiary who dies before the Owner or the Annuitant will terminate at the death of the Beneficiary and the Contingent Beneficiary will become the Beneficiary. The interest of any Beneficiary who dies at the time of, or within 30 days after the death of an Owner or the Annuitant will also terminate if no benefits have been paid to such Beneficiary, unless the Owner otherwise indicates by Request. 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 proceeds to the Owner's estate.

If the Beneficiary is not the Owner’s surviving spouse, she/he may elect, not later than one year after the Owner's date of death, to receive the Death Benefit in either a single sum or payout under any of the variable annuity options available under the Contract, provided that:

• such annuity is distributed in substantially equal installments over the life or life expectancy of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary and

• such distributions begin not later than one year after the Owner's date of death.

If an election is not received by First Great-West from a non-spouse 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. The Death Benefit will be determined as of the date the payouts begin.

If a corporation or other 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.

Distribution of Death Benefit

Death of Annuitant Who is Not the Owner

Upon the death of the Annuitant while the Owner is living, and before the Annuity Commencement Date, we will pay the Death Benefit to the Beneficiary unless there is a Contingent Annuitant.

If a Contingent Annuitant was named by the Owner prior to the Annuitant's death, and the Annuitant dies before the Annuity Commencement Date while the Owner and Contingent Annuitant are living, no Death Benefit will be payable and the Contingent Annuitant will become the Annuitant.

If the Annuitant dies after the date annuity payouts begin and before the entire interest has been distributed, any benefit payable must be distributed to the Beneficiary according to and as rapidly as under the payout option which was in effect on the Annuitant's date of death.

If a corporation or other non-individual is an Owner, the death of the Annuitant will be treated as the death of an Owner and the Contract will be subject to the "Death of Owner" provisions described below.

Contingent Annuitant

While the Annuitant is living, and at least 30 days prior to the Annuity Commencement Date, you may, by written Request designate or change a Contingent Annuitant from time to time. A change of Contingent Annuitant will take effect as of the date the request is processed, unless a certain date is specified by the Owner(s). Please note you are not required to designate a Contingent Annuitant.

 

Death of Owner Who Is Not the Annuitant

If the Owner dies before annuity payouts commence and there is a Joint Owner who is the surviving spouse of the deceased Owner, the Joint Owner becomes the Owner and Beneficiary and the Joint Owner may elect to take the Death Benefit or to continue the Contract in force.

If the Owner dies after annuity payouts commence and before the entire interest has been distributed while the Annuitant is living, any benefit payable will continue to be distributed to the Annuitant as rapidly as under the payout option applicable on the Owner's date of death. All rights granted the Owner under the Contract will pass to any surviving Joint Owner and, if none, to the Annuitant.

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 death), the Annuitant and/or the 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. If the Beneficiary is a partnership, any benefits will be paid to the partnership as it existed at the time of the Owner’s or the Annuitant’s death.

Death of Owner Who Is the Annuitant

If there is a Joint Owner who is the surviving spouse of the deceased Owner and a Contingent Annuitant, the Joint Owner becomes the Owner and the Beneficiary, the Contingent Annuitant will become the Annuitant, and the Contract will continue in force.

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.

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 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.

The Owner may change the ownership while the Annuitant and Owner are living. Any change will take effect as of the date the signed written Request is received by us at the Annuity Service Center, unless a different date is specified by the Owner. If the Owner wishes to specify a specific date, that date must be within 60 days of the Owner’s signature. The change will not take affect if any other action was taken by the Owner or payout was made by First Great-West before the requested change was processed.

Charges and Deductions

No amounts will be deducted from your Contributions except for any applicable Premium Tax. As a result, the full amount of your Contributions (less any applicable Premium Tax) is invested in the Contract.

As more fully described below, charges under the Contract are assessed only as deductions for:

• Premium Tax, if applicable; and/or

• charges against your Annuity Account Value for our assumption of mortality and expense risks.

The Contract may be available for use with investment accounts at Schwab that charge an annual fee in lieu of sales charges or an investment advisory fee. Fees for these accounts would be specified in the respective account agreements. Any fees and expenses associated with these accounts will be separate from and in addition to the fees and expenses associated with the Contract. You should consult with your Financial Advisor for more details.

Mortality and Expense Risk Charge

We deduct a Mortality and Expense Risk Charge from your Annuity Account Value at the end of each valuation period to compensate us for bearing certain mortality and expense risks under the Contract. If you select Death Benefit option 1, this is a daily charge equal to an effective annual rate of 0.65%. We guarantee that this charge will never increase beyond 0.65%. If you select Death Benefit option 2, the Mortality and Expense Risk Charge is a daily charge equal to an effective annual rate of 0.85%. We guarantee that this charge will never increase beyond 0.85%.

The Mortality and Expense Risk Charge is reflected in the unit values of each of the Sub-Accounts you have selected. Thus, this charge will continue to be applicable should you choose a variable annuity payout option or a periodic withdrawal option.

Annuity Account Values and annuity payouts are not affected by changes in actual mortality experience incurred by us. The mortality risks assumed by us arise from our contractual obligations to make annuity payouts determined in accordance with the annuity tables and other provisions contained in the Contract. This means that you can be sure that neither the Annuitant's longevity nor an unanticipated improvement in general life expectancy will adversely affect the annuity payouts under the Contract.

The expense risk assumed is the risk that our actual expenses in administering the Contracts and the Series Account will be greater than we anticipated.

The Mortality and Expense Risk Charge is higher for Owners who have selected Death Benefit option 2 because we bear substantial risk in connection with that option. Specifically, we bear the risk that we may be required to pay an amount to your Beneficiary that is greater than your Annuity Account Value.

If the Mortality and Expense Risk Charge is insufficient to cover actual costs and risks assumed, the loss will fall on us. If this charge is more than sufficient, any excess will be profit to us. Currently, we expect a profit from this charge. Our expenses for distributing the Contracts will be borne by our general assets, including any profits from this charge.

Expenses of the Portfolios

The values of the assets in the Sub-Accounts reflects the values of the Sub-Accounts’ respective Portfolio shares and therefore the fees and expenses paid by each Portfolio.

Some of the Portfolios’ investment advisers or administrators may compensate us for providing administrative services in connection with the Portfolios or cost savings experienced by the investment advisers or administrators of the Portfolios. Such compensation is typically a percentage of the value of the assets invested in the relevant Sub-Accounts and generally may range up to 0.35% annually of net assets. GWFS Equities, Inc. (“GWFS”) is the principal underwriter and distributor of the Contracts and may also receive Rule 12b-1 fees (ranging up to 0.25% annually of net assets) directly from certain Portfolios for providing distribution related services related to shares of the Portfolios offered in connection with a Rule 12b-1 plan. If GWFS receives 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of the assets invested in the relevant Sub-Accounts.

Premium Tax

We may be required to pay state Premium Taxes or retaliatory taxes in connection with Contributions or values under the Contracts. As of May 1, 2009, the State of New York does not charge Premium Taxes and no deductions will be made. Should applicable New York law subsequently be changed, we may deduct charges for the Premium Taxes we incur with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Commencement Date.

Other Taxes

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.

Payout Options

During the Distribution Period, you can choose to receive payouts in three ways—through periodic withdrawals, variable annuity payouts or a single, lump-sum payment.

You may change the Payout Commencement Date within 30 days prior to commencement of payouts. The Annuity Commencement Date may not be earlier than 13 months after the Effective Date of the Contract.

Periodic Withdrawals

You may request that all or part of the Annuity Account Value be applied to a periodic withdrawal option. All requests for periodic withdrawals must be in writing. The amount applied to a periodic withdrawal is the Annuity Account Value, less Premium Tax, if any.

In requesting periodic withdrawals, you must elect:

• The withdrawal frequency of either 1-, 3-, 6- or 12-month intervals;

• A minimum withdrawal amount of at least $100;

• The calendar day of the month on which withdrawals will be made; and

• One of the periodic withdrawal payout options discussed below— you may change the withdrawal option and/or the frequency once each calendar year.

Your withdrawals may be prorated across the Sub-Accounts in proportion to their assets. Or, they can be made from specific Sub-Account(s) until they are depleted. After that, we will automatically prorate the remaining withdrawals against any remaining Sub-Account assets unless you request otherwise.

While periodic withdrawals are being received:

• You may continue to exercise all contractual rights, except that no Contributions may be made.

• You may keep the same Sub-Accounts as you had selected before periodic withdrawals began.

• Charges and fees under the Contract continue to apply.

Periodic withdrawals will cease on the earlier of the date:

• The amount elected to be paid under the option selected has been reduced to zero.

• The Annuity Account Value is zero.

• You request that withdrawals stop.

• You purchase an annuity payout option.

• The Owner or the Annuitant dies.

If periodic withdrawals stop, you may resume making Contributions. However, we may limit the number of times you may restart a periodic withdrawal program.

Periodic withdrawals made for any purpose may be taxable, subject to withholding and to the 10% federal penalty tax if you are younger than age 59½.

If you choose to receive payouts from your Contract through periodic withdrawals, you may select from the following payout options:

Income for a specified period (at least 36 months)—You elect the length of time over which withdrawals will be made. The amount paid will vary based on the duration you choose.

Income of a specified amount (at least 36 months)—You elect the dollar amount of the withdrawals. Based on the amount elected, the duration may vary.

Any other form of periodic withdrawal acceptable to First Great-West which is for a period of at least 36 months.

In accordance with the provisions outlined in this section, you may request a periodic withdrawal to remit fees paid to your Investment Manager or Financial Advisor. There may be income tax consequences to any periodic withdrawal made for this purpose. Please see “Cash Withdrawals” on page xx.

Annuity Payouts

You can choose the date that you wish annuity payouts to start either when you purchase the Contract or at a later date. If you do not select a payout start date, payouts will begin on the Annuitant's 90th birthday. You can change your selection at any time up to 30 days before the annuity date that you have selected.

If you have not elected a payout option within 30 days of the Annuity Commencement Date, your Annuity Account Value will be paid out as a variable life annuity with a guaranteed period of 20 years.

The amount to be paid out will be based on the Annuity Account Value, minus any Premium Tax, on the Annuity Commencement Date. The minimum amount that may be withdrawn from the Annuity Account Value to purchase an annuity payout option is $2,000. If your Annuity Account Value is less than $2,000, we may pay the amount in a single sum subject to the Contract provisions applicable to a partial withdrawal.

If you choose to receive variable annuity payouts from your Contract, you may select from the following payout options:

Variable life annuity with guaranteed period—This option provides for payouts during a guaranteed period or for the lifetime of the Annuitant, whichever is longer. The guaranteed period may be 5, 10, 15, or 20 years. Upon the death of the Annuitant, the Beneficiary will receive the remaining payouts at the same interval elected by the Owner.

Variable life annuity without guaranteed period—This option provides payouts during the lifetime of the Annuitant. The annuity terminates with the last payout due prior to the death of the Annuitant. Because no minimum number of payouts is guaranteed, this option may offer the maximum level of payouts. It is possible that only one payout may be made if the Annuitant dies before the date on which the second payout is due.

Under an annuity payout option, you can receive payouts monthly, quarterly, semi-annually or annually in payments which must be at least $50. We reserve the right to make payouts using the most frequent payout interval which produces a payout of at least $50. Once annuity payouts commence, you cannot make Contributions or take withdrawals, other than your annuity payouts.

If you elect to receive a single sum payment, the amount paid is the Surrender Value.

Amount of First Variable Payout

The first payout under a variable annuity payout option will be based on the value of the amounts held in each Sub-Account you have selected on the fifth valuation date preceding the Annuity Commencement Date. It will be determined by applying the appropriate rate to the amount applied under the payout option. The rate applied reflects an assumed investment return (“AIR”) of 5%.

For annuity options involving life income, the actual age, year in which annuitization commences and gender of the Annuitant will affect the amount of each payout. We reserve the right to ask for satisfactory proof of the Annuitant's age. We may delay annuity payouts until satisfactory proof is received. Because payouts to older Annuitants are expected to be fewer in number, the amount of each annuity payout under a selected annuity form will be greater for older Annuitants than for younger Annuitants.

If the age of the Annuitant has been misstated, the payouts established will be made on the basis of the correct age. If payouts were too large because of misstatement, the difference with interest may be deducted by us from the next payout or payouts. If payouts were too small, the difference with interest may be added by us to the next payout. The interest rate used will be 3%.

Variable Annuity Units

The number of Annuity Units paid for each Sub-Account is determined by dividing the amount of the first payout by its Annuity Unit value on the fifth valuation date preceding the Annuity Commencement Date. The number of Annuity Units used to calculate each payout for a Sub-Account remains fixed during the Annuity Payout Period.

Amount of Variable Payouts After the

First Payout

Payouts after the first will vary depending upon the investment performance of the Sub-Accounts. Your payouts will increase in amount over time if the Sub-Accounts you select earn more than the 5% AIR. Likewise, your payouts will decrease over time if the Sub-Accounts you select earn less than the 5% AIR. The subsequent amount paid from each Sub-Account is determined by multiplying (a) by (b) where (a) is the number of Sub-Account Annuity Units to be paid and (b) is the Sub-Account Annuity Unit value on the fifth valuation date preceding the date the annuity payout is due. The total amount of each variable annuity payout will be the sum of the variable annuity payouts for each Sub-Account you have selected. We guarantee that the dollar amount of each payout after the first will not be affected by variations in expenses or mortality experience.

Transfers After the Variable Annuity

Commencement Date

Once annuity payouts have begun, Transfers may be made within the variable annuity payout option among the available Sub-Accounts. Transfers after the Annuity Commencement Date will be made by converting the number of Annuity Units being Transferred to the number of Annuity Units of the Sub-Account to which the Transfer is made. The result will be that the next annuity payout, if it were made at that time, would be the same amount that it would have been without the Transfer. Thereafter, annuity payouts will reflect changes in the value of the new Annuity Units.

Other Restrictions

Once payouts start under the annuity payout option you select:

• no changes can be made in the payout option;

• no additional Contributions will be accepted under the Contract; and

• no further withdrawals, other than withdrawals made to provide annuity benefits, will be allowed.

A portion or the entire amount of the annuity payouts may be taxable as ordinary income. If, at the time the annuity payouts begin, we have not received a proper written election not to have federal income taxes withheld, we must by law withhold such taxes from the taxable portion of such annuity payouts and remit that amount to the federal government. State income tax withholding may also apply. Please see "Federal Tax Matters" below for details.

Seek Tax Advice

The following discussion of the federal income tax consequences is only a brief summary and is not intended as tax advice. The federal income tax consequences discussed here reflect our understanding of current law and the law may change. Federal estate tax consequences and state and local estate, inheritance, and other tax consequences of ownership or receipt of distributions under a Contract depend on your individual circumstances or the circumstances of the person who receives the distribution. A tax advisor should be consulted for further information.

Federal Tax Matters

The following discussion is a general description of federal income tax considerations relating to the Contract and is not intended as tax advice. This discussion assumes that the Contract qualifies as an annuity contract for federal income tax purposes. This

discussion is not intended to address the tax consequences resulting from all situations. If you are concerned about the tax implications relating to the ownership or use of the Contract, you should consult a competent tax advisor before initiating any transaction.

This discussion is based upon our understanding of the present federal income tax laws as they are currently interpreted by the IRS. No representation is made as to the likelihood of the continuation of the present federal income tax laws or of the current interpretation by the IRS. Moreover, no attempt has been made to consider any applicable New York or other tax laws.

The Contract may be purchased only on a non-tax qualified basis (“Non-Qualified Contract”). For federal income tax purposes, purchase payments made under Non-Qualified Contracts are not deductible. The ultimate effect of federal income taxes on the amounts held under a Contract, on annuity payouts, and on the economic benefit to you, the Annuitant, or the Beneficiary will depend on the tax status of the individual concerned.

Because tax laws, rules, and regulations are constantly changing, we do not make any guarantees about the Contract’s tax status.

Taxation of Annuities

Section 72 of the Code governs the taxation of annuities. An owner who is a “natural person” will not generally be taxed on increases, if any, in the value of the Annuity Account Value until a distribution of all or part of the Annuity Account Value is made (for example, withdrawals or annuity payouts under the annuity payout option elected). Also, if you make an assignment, pledge, or agreement to assign or pledge all or any portion of the Annuity Account Value, that amount will be treated as a distribution to you under the Contract. The taxable portion of a distribution (in the form of a single sum payout or an annuity) is taxable as ordinary income.

If the Owner of a Contract is a non-natural person (for example, a corporation, partnership, limited liability company or trust), the Owner must generally include in income any increase in the excess of the Annuity Account Value over the “investment in the Contract” (discussed below) during each taxable year. The rule generally does not apply, however, where the non-natural person is only the nominal Owner of a Contract and the beneficial Owner is a natural person.

This rule also does not apply where:

• The annuity Contract is acquired by the estate of a decedent.

• The Contract is a qualified funding asset for a structured settlement.

• The Contract is an immediate annuity.

The following discussion generally applies to a Contract owned by a natural person.

Withdrawals

Partial withdrawals, including periodic withdrawals that are not part of an annuity payout, are generally treated as taxable income to the extent that the Annuity Account Value immediately before the withdrawal exceeds the “investment in the Contract” at that time. Full surrenders are treated as taxable income to the extent that the amount received exceeds the “investment in the Contract.” The taxable portion of any withdrawal is taxed at ordinary income tax rates.

Annuity Payouts

Although the tax consequences will vary depending on the annuity form elected under the Contract, in general, only the portion of the annuity payout that exceeds the exclusion amount will be taxed. The exclusion amount is generally determined by a formula that establishes the ratio of the “investment in the Contract” to the expected return under the Contract. For fixed annuity payouts, in general there is no tax on the portion of each payout which represents the same ratio that the “investment in the Contract” allocated to the fixed annuity payouts bears to the total expected value of the annuity payouts for the term of the payouts (determined under Treasury Department regulations). For variable annuity payouts, in general there is no tax on the portion of each payout which represents the same ratio that the “investment in the Contract” allocated to the variable annuity payouts bears to the number of payouts expected to be made (determined by Treasury Department regulations which take into account the Annuitant’s life expectancy and the form of annuity benefits selected). However, the remainder of each annuity payout is taxable. Once the “investment in the Contract” has been fully recovered, the full amount of any additional annuity payouts is taxable. If the annuity payments stop as a result of an Annuitant’s death before full recovery of the “investment in the Contract,” you should consult a competent tax adviser regarding the deductibility of the uncovered amount.

The taxable portion of any annuity payout is taxed at ordinary income tax rates.

Penalty Tax

There may be a federal income tax penalty imposed equal to 10% of the amount treated as taxable income. In general, however, there is no penalty tax on distributions:

• Made on or after the date on which the Owner reaches age 59½.

• Made as a result of death or disability of the Owner.

• Received in substantially equal periodic payouts (at least annually) for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and the Beneficiary.

For more details regarding this penalty tax and other exemptions that may be applicable, consult a competent tax advisor.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the Contract because of the death of an Owner or the Annuitant. Generally such amounts are included in the income of the recipient as follows:

• If distributed in a lump sum, they are taxed in the same manner as a full withdrawal, as described above.

• If distributed under an annuity form, they are taxed in the same manner as annuity payouts, as described above.

Distribution at Death

In order to be treated as an annuity contract, the terms of the Contract must provide the following two distribution rules:

• If the Owner dies before the date annuity payouts start, the entire Annuity Account Value must generally be distributed within five years after the date of death. If payable to a designated Beneficiary, the distributions may be paid over the life of that designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, so long as payouts start within one year of the Owner's death. If the sole designated Beneficiary is the Owner's spouse, the Contract may be continued in the name of the spouse as Owner.

• If the Owner dies on or after the date annuity payouts start, and before the entire interest in the Contract has been distributed, payments under the Contract must continue on the same or on a more rapid schedule than that provided for in the method in effect on the date of death.

If the Owner is not an individual, then for purposes of the distribution at death rules, the Primary Annuitant is considered the Owner. In addition, when the Owner is not an individual, a change in the Primary Annuitant is treated as the death of the Owner. The rules described under Distribution of Death Benefit are designed to meet these requirements.

Diversification of Investments

For a Non-Qualified Contract to be treated as an annuity for federal income tax purposes, the investments of the Sub-Accounts must be "adequately diversified" in accordance with Treasury Department Regulations. If the Series Account or a Sub-Account failed to comply with these diversification standards, a Non-Qualified Contract would not be treated as an annuity contract for federal income tax purposes and the Owner would generally be taxable currently on the excess of the Annuity Account Value over the “investment in the Contract.”

Although we may not control the investments of the Sub-Accounts or the Portfolios, we expect that the Sub-Accounts and the Portfolios will comply with such regulations so that the Sub-accounts will be considered “adequately diversified.” Owners bear the risk that the entire Non-Qualified Contract could be disqualified as an annuity under the Code due to the failure of the Series Account or a Sub-Account to be deemed to be adequately diversified.

Owner Control

In connection with its issuance of temporary and proposed regulations under Section 817(h) in 1986, the Treasury Department announced that those regulations did not “provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance company to be treated as the owner of the assets in the account” (which would result in the current taxation of the income on those assets to the Owner). In Revenue Ruling 2003-91, the IRS provided such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Rev. Rul. 2003-91 states that the determination of whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances. We do not believe that the ownership rights of an Owner under the Contract would result in any Owner being treated as the owner of the assets of the Contract under Rev. Rul. 2003-91. However, we do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, we reserve the right to modify the Contract as necessary to attempt to prevent a Contract Owner from being considered the owner of a pro rata share of the assets of the Contract.

Transfers, Assignments or Exchanges

A transfer of ownership of a Contract, the designation of an Annuitant, Payee, or other Beneficiary who is not also the Owner, or the exchange of a Contract may result in adverse tax consequences that are not discussed in this Prospectus.

Multiple Contracts

All deferred, Non-Qualified Annuity Contracts that are issued by First Great-West (or our affiliates) to the same Owner during any calendar year must be treated as a single annuity contract for purposes of determining the taxable amount.

Withholding

Distributions generally are subject to withholding at rates that vary according to the type of distribution and the recipient's tax status. Recipients, however, generally are provided the opportunity to elect not to have tax withheld from distributions.

Section 1035 Exchanges

Code Section 1035 provides that no gain or loss shall be recognized on the exchange of one annuity contract for another. Generally, an annuity contract issued in an exchange for another annuity contract is treated as new for purposes of the penalty and distribution at death rules.

If the initial Contribution is made as a result of an exchange or surrender of another annuity contract, we may require that you provide information relating to the federal income tax status of the previous annuity contract to us.

In March 2008, the IRS issued Rev. Proc. 2008-24, which addresses the income tax consequences of the direct transfer of a portion of the cash value of an annuity contract in exchange for the issuance of a second annuity contract. A direct transfer that satisfies the revenue procedure will be treated as a tax-free exchange under section 1035 of the Code if, for a period of at least twelve months from the date of the direct transfer, there are no distributions or surrenders from either annuity contract involved in the exchange. In addition, the tax-free status of the exchange may still be preserved despite a distribution or surrender from either contract if the contract owner can show that between the date of the direct transfer and the distribution or surrender, one of the conditions described under section 72(q)(2) of the Code that would exempt the distribution from the 10% early distribution penalty (such as turning age 59½, or becoming disabled; but not a series of substantially equal periodic payments or an immediate annuity) or “other similar life event” such as divorce or loss of employment occurred. Absent a showing of such an occurrence, Rev. Proc. 2008-24 concludes that the direct transfer would fail to qualify as a tax-free 1035 exchange, and the full amount transferred from the original contract would be treated as a taxable distribution, followed by the purchase of a new annuity contract. Rev. Proc. 2008-24 applies to direct transfers completed on or after June 30, 2008. Please discuss any tax consequences concerning any contemplated or completed transactions with a competent tax advisor.

Assignments or Pledges

Generally, rights in the Contract may be assigned or pledged as collateral for loans at any time during the life of the Annuitant.

If the Contract is assigned, the interest of the assignee has priority over your interest and the interest of the Beneficiary. Any amount payable to the assignee will be paid in a single sum.

A copy of any assignment must be submitted to First Great-West. All assignments are subject to any action taken or payout made by First Great-West before the assignment was processed. We are not responsible for the validity or sufficiency of any assignment.

If any portion of the Annuity Account Value is assigned or pledged as collateral for a loan, it may be treated as a distribution. Please consult a competent tax advisor for further information.

Distribution of the Contracts

We offer the Contract on a continuous basis. We have entered into a distribution agreement with Charles Schwab & Co., Inc. (“Schwab”) and GWFS. Contracts are sold in New York by licensed insurance agents who are registered representatives of Schwab. Schwab is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a member of FINRA. Schwab’s principal offices are located at 101 Montgomery Street, San Francisco, California 94104.

GWFS is the principal underwriter and distributor of the Contracts and is a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company. GWFS is registered with the SEC as a broker/dealer under the Exchange Act and is a member of FINRA. Its principal offices are located at 8515 East Orchard Road, Greenwood Village, Colorado, 80111.

First Great-West (or its affiliates, for purposes of this section only, collectively, "the Company") pays Schwab compensation for the promotion and sale of the Contract. Compensation paid to Schwab is not paid directly by the Owner or the Series Account. The Company intends to fund this compensation through fees and charges imposed under the Contract and payable to the Company, and

from profits on payments received by the Company from Portfolios’ advisers or administrators for providing administrative, marketing, and other support and services to the Portfolios. See “Expenses of the Portfolios” on page xx of this Prospectus. The Company pays a portion of these proceeds to Schwab for distribution services.

As compensation for distribution services and some Contract administrative services, the Company pays Schwab a fee based on an annual rate of average monthly Series Account and Fixed Account assets. The Company also may pay a marketing allowance or allow other promotional incentives or payments to Schwab in the form of cash or other compensation, as mutually agreed upon by the Company and Schwab, to the extent permitted by FINRA rules and other applicable laws and regulations. In the past, the portion of compensation relating to a marketing allowance and/or other promotional incentives or payments to Schwab has amounted to less than $25,000 per year. 

You should ask your Schwab representative for further information about what compensation he or she, or Schwab, may receive in connection with your purchase of a Contract.

Voting Rights

In general, you do not have a direct right to vote the Portfolio shares held in the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares. We will vote the shares according to those instructions at regular and special shareholder meetings. If the law changes and we can vote the shares in our own right, we may elect to do so.

Before the Annuity Commencement Date, you have the voting interest. The number of votes available to you will be calculated separately for each of your Sub-Accounts. That number will be determined by applying your percentage interest, if any, in a particular Sub-Account to the total number of votes attributable to that Sub-Account. You hold a voting interest in each Sub-Account to which your Annuity Account Value is allocated. If you select a variable annuity option, the votes attributable to your Contract will decrease as annuity payouts are made.

The number of votes of a Portfolio will be determined as of the date established by that Portfolio for determining shareholders eligible to vote at the meeting of the Portfolio. Voting instructions will be solicited by communication prior to such meeting in accordance with procedures established by the respective Portfolios.

If we do not receive timely instructions and Owners have no beneficial interest in shares held by us, we will vote according to the voting instructions as a proportion of all Contracts participating in the Sub-Account. If you indicate in your instructions that you do not wish to vote an item, we will apply your instructions on a pro rata basis to reduce the votes eligible to be cast.

Each person or entity having a voting interest in a Sub-Account will receive proxy material, reports, and other material relating to the appropriate Portfolio.

Please note, generally the Portfolios are not required to, and do not intend to, hold annual or other regular meetings of shareholders.

Contract Owners have no voting rights in First Great-West.

Rights Reserved by First Great-West

We reserve the right to make certain changes we believe would best serve the interests of Owners and Annuitants or would be appropriate in carrying out the purposes of the Contract. Any changes will be made only to the extent and in the manner permitted by applicable laws. Also, when required by law, we will obtain your approval of the changes and approval from any appropriate regulatory authority. Approval may not be required in all cases, however. Examples of the changes we may make include:

• To operate the Series Account in any form permitted under the 1940 Act or in any other form permitted by law.

• To Transfer any assets in any Sub-Account to another Sub-Account, or to one or more separate accounts; or to add, combine or remove Sub-Accounts of the Series Account.

• To substitute, for the Portfolio shares in any Sub-Account, the shares of another Portfolio or shares of another investment company or any other investment permitted by law.

• To make any changes required by the Code or by any other applicable law in order to continue treatment of the Contract as an annuity.

• To change the time or time of day that a valuation date is deemed to have ended.

• To make any other necessary technical changes in the Contract in order to conform with any action the above provisions permit us to take, including changing the way we assess charges, without increasing them for any outstanding Contract beyond the aggregate amount guaranteed.

Legal Proceedings

Currently, the Series Account is not a party to, and its assets are not subject to any material legal proceedings. Further, First Great-West is not currently a party to, and its property is not currently subject to, any material legal proceedings. The lawsuits to which First Great-West is a party are, in the opinion of management, in the ordinary course of business, and are not expected to have a material adverse effect on the financial results, conditions, or prospects of First Great-West.

Legal Matters

Advice regarding certain legal matters concerning the federal securities laws applicable to the issue and sale of the Contract has been provided by Jorden Burt LLP.

Independent Registered Public Accounting Firm

The financial statements of each of the investment divisions of the Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company and the financial statements of First Great-West Life & Annuity Insurance Company included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement which reports express an unqualified opinion on the financial statements of each of the investment divisions of the Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company and the financial statements of First Great-West Life & Annuity Insurance Company and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Available Information

You may request a free copy of the SAI. Please direct any oral, written, or electronic request for such documents to:

Annuity Service Center

P.O. Box 173921

Denver, CO 80217-3921

(888) 560-5938

Internet: www.schwab.com/annuity

The SEC maintains an Internet web site (http://www.sec.gov) that contains the SAI and other information filed electronically by First Great-West concerning the Contract and the Series Account.

You also can review and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330.

The SAI contains more specific information relating to the Series Account and First Great-West, such as:

• general information;

• information about First Great-West Life & Annuity Insurance Company and the Variable Annuity-1 Series Account;

• the calculation of annuity payouts;

• postponement of payouts;

• services;

• withholding; and

• financial statements.

APPENDIX A—Condensed Financial Information - Selected Data for Accumulation Units

Outstanding Through Each Period for the Periods Ended December 31

Portfolio (0.65)	2008
AIM V.I. INTERNATIONAL GROWTH Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.26 795
Alger American Growth Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.80 40
AllianceBERNSTEIN VPS International Growth Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.24 2,505
AllianceBernstein VPS INTERNATIONAL VALUE Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 4.79 3,838
AllianceBernstein VPS Real Estate Investment Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.85 1,085
American Century VP Balanced Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 8.03 649
American Century VP Value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 7.35 1,505
Delaware VIP Small Cap Value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.85 4
Dreyfus VIF Appreciation Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 7.26 12

Portfolio (0.65)	2008
DWS LARGE CAP VALUE VIP Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.40 23
DWS Small Cap Index VIP Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.88 767
Federated Fund For U.S. Government Securities II Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.20 3,665
Janus Aspen Flexible Bond SERVICE SHARES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.25 1,936
Janus Aspen Growth & Income SERVICE SHARES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.09 449
MFS UTILITIES SERIES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.32 1,005

Portfolio (0.65)	2008
PIMCO VIT High Yield Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 7.48 833
PIMCO VIT Low Duration Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 9.74 3,449
PIMCO VIT TOTAL RETURN Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.05 357
Pioneer Small CAP Value VCT Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.49 815
Schwab Money Market Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.07 227,841
Schwab S&P 500 index Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.55 2,052

Portfolio (0.85)	2008
Alger American MidCap Growth Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 4.78 3,075
AllianceBERNSTEIN VPS INTERNATIONAL GROWTH Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.24 4,124
AllianceBERNSTEIN VPS INTERNATIONAL value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 4.78 6,005
AllianceBernstein VPS Real Estate Investment Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.84 3,863
American Century VP Balanced Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 8.02 2,520
American Century VP Value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 7.34 1,289
Delaware VIP GROWTH OPPORTUNITIES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.35 2,303
Delaware VIP Small Cap Value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.84 671
NVIT Mid Cap Index Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.35 1,339
DWS Dreman Small MID Cap Value VIP Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.92 2,851

Portfolio (0.85)		2008
DWS Health Care VIP Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 8.00 1,050
Federated Fund For U.S. Government Securities II Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.18 1375
Franklin Small Cap Value Securities Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 6.53 1,309
JANUS ASPEN BALANCED SERVICE SHARES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 8.27 1,191
Janus Aspen Flexible bond SERVICE SHARES Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 10.24 1,426
OPPENHEIMER INTERNATIONAL GROWTH FUND/VA Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 5.93 2,455
PIMCO VIT High Yield Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period		10.00 7.47 3083
PIMCO VIT TOTAL RETURN Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 10.03 3,469
Pioneer EMERGING MARKETS VCT Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 4.42 691
Schwab Money Market Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 10.06 47,772

Portfolio (0.85)	2008
Schwab S&P 500 index Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.54 1,864
seligman communications & information Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 6.71 1,228
third avenue value Value at beginning of period Value at end of period Number of accumulation units Outstanding at end of period	10.00 5.75 2,529

Appendix B– Net Investment Factor

The Net Investment Factor is determined by dividing (a) by (b), and subtracting (c) from the result where:

(a) is the net result of:

1)    the net asset value per share of the Portfolio shares determined as of the end of the current Valuation Period, plus

2)    the per share amount of any dividend (or, if applicable, capital gain distributions) made by the Portfolio on shares if the "ex-dividend" date occurs during the current Valuation Period, minus or plus

3)    a per unit charge or credit for any taxes incurred by or provided for in the Sub-Account, which is determined by First Great-West to have resulted from the investment operations of the Sub-Account, and

(b) is the net result of:

(i) the net asset value per share of the Portfolio shares held in the Sub-Account determined as of the end of the immediately preceding Valuation Period; minus or plus

(ii) the per unit charge or credit for any taxes incurred by or reserved for in the Sub-Account for the immediately preceding Valuation Period, and

(c) is an amount representing the Mortality and Expense Risk Charge deducted from each Sub-Account on a daily basis. Such amount is equal to 0.65% if you have selected Death Benefit option 1 or 0.85% if you have selected Death Benefit option 2.

The Net Investment Factor may be greater than, less than, or equal to one. Therefore, the Accumulation Unit Value may increase, decrease, or remain unchanged.

The net asset value per share referred to in paragraphs (a)(1) and (b) above, reflects the investment performance of the Portfolio as well as the payment of Portfolio expenses.

B-1

VARIABLE ANNUITY-1 SERIES ACCOUNT

SCHWAB ONESOURCE ANNUITY®

Flexible Premium Deferred Variable Annuity Contracts

issued by

First Great-West Life & Annuity Insurance Company

50 Main Street

White Plains, New York 10606

Telephone: (800) 537-2033

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus, dated May 1, 2009, which is available without charge by contacting the Annuity Service Center, P.O. Box 173921, Denver, Colorado 80217-3921 or at 1-800-838-0649.

The date of this Statement of Additional Information is

May 1, 2009.

B-1

TABLE OF CONTENTS

	Page
GENERAL INFORMATION	B-3
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT	B-3
CALCULATION OF ANNUITY PAYOUTS	B-4
-Variable Annuity Options	B-4
POSTPONEMENT OF PAYOUTS	B-4
SERVICES	B-4
-Safekeeping of Series Account Assets	B-4
-Independent Registered Public Accounting Firm	B-5
-Principal Underwriter	B-5
-Administrative Services	B-5
WITHHOLDING	B-6
FINANCIAL STATEMENTS	B-6

B-2

GENERAL INFORMATION

         In order to supplement the description in the Prospectus, the following provides additional information about the Contracts and other matters which may be of interest to you. Terms not defined in this Statement of Additional Information have the same meanings as are defined in the Prospectus under the heading “Definitions.”

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT

         First Great-West Life & Annuity Insurance Company (the “Company” or “First Great-West”) (formerly known as Canada Life Insurance Company of New York), the issuer of the Contract, is a New York corporation qualified to sell life insurance and annuity contracts in New York. It was qualified to do business on June 7, 1971. The Company is a wholly-owned subsidiary of Great-West Life & Annuity Insurance Company (“GWL&A”), a Colorado stock life insurance company. GWL&A is 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 services 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 he controls, has voting control of Power Corporation of Canada.

         First Great-West is rated by a number of nationally recognized rating agencies. The ratings represent the opinion of the rating agencies regarding the financial strength of the Company and its ability to meet ongoing obligations to policyholders. The ratings take into account an agreement whereby GWL&A has undertaken to provide First Great-West with certain financial support related to maintaining required statutory surplus and liquidity.

Rating Agency	Measurement	Rating
A.M. Best Company, Inc.	Financial strength, operating performance, and business profile.	A+(1)
Fitch, Inc.	Financial strength	AA+(2)
Standard & Poor's Corporation	Financial strength	AA(3)

⁽¹⁾ Superior (highest rating out of ten categories)

(2)	Very Strong (second highest rating out of eight categories)
(3)	Very Strong (second highest rating out of nine categories)

The assets allocated to the Series Account are the exclusive property of the Company. Registration of the Series Account under the Investment Company Act of 1940 does not involve supervision of the management or investment practices or policies of the Series Account or of the Company by the Securities and Exchange Commission. The Company may accumulate in the Series Account proceeds from charges under the Contracts and other amounts in excess of the Series Account assets representing reserves and liabilities under the Contract and other variable annuity contracts issued by the Company. The Company may from time to time transfer to its general account any of such excess amounts. Under certain remote circumstances, the assets of one Sub-Account may not be insulated from liability associated with another Sub-Account.

B-3

CALCULATION OF ANNUITY PAYOUTS

Variable Annuity Options

The Contract provides two variable annuity payout options. When a variable annuity payout option has been selected, the Company converts the Accumulation Units for each Sub-Account held by you into Annuity Units at their values determined as of the end of the Valuation Period which contains the Payout Commencement Date. The number of Annuity Units paid for each Sub-Account is determined by dividing the amount of the first monthly payout by the Sub-Account's Annuity Unit Value on the fifth Valuation Date preceding the date the first payout is due. The number of Annuity Units used to calculate each payout for a Sub-Account remains fixed during the annuity payout period.

The first payout under a variable annuity payout option will be based on the value of each Sub-Account on the fifth Valuation Date preceding the Payout Commencement Date. It will be determined by applying the appropriate rate to the amount applied under the payout option. Payouts after the first will vary depending upon the investment experience of the Sub-Accounts. The subsequent amount paid is determined by multiplying (a) by (b) where (a) is the number of Annuity Units to be paid and (b) is the Annuity Unit value on the fifth Valuation Date preceding the date the annuity payout is due. The total amount of each variable annuity payout will be the sum of the variable annuity payouts for each Sub-Account.

POSTPONEMENT OF PAYOUTS

With respect to amounts allocated to the Series Account, payout of any amount due upon a total or partial surrender, death or under an annuity option will ordinarily be made within seven days after all documents required for such payout are received by the Annuity Service Center. However, the determination, application or payout of any death benefit, Transfer, full surrender, partial withdrawal or annuity payout may be deferred to the extent dependent on Accumulation or Annuity Unit Values, for any period during which the New York Stock Exchange is closed (other than customary weekend and holiday closings) or trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission, for any period during which any emergency exists as a result of which it is not reasonably practicable for the Company to determine the investment experience of such Accumulation or Annuity Units or for such other periods as the Securities and Exchange Commission may by order permit for the protection of investors.

SERVICES

A. Safekeeping of Series Account Assets

The assets of the Series Account are held by First Great-West. The assets of the Series Account are kept physically segregated and held separate and apart from the general account of First Great-West. First Great-West maintains records of all purchases and redemptions of shares of the underlying Portfolios. Additional protection for the assets of the Series Account is afforded by a financial institution bond that includes fidelity coverage issued to Great-West Lifeco Inc. and subsidiary companies in the amount of $50 million (Canadian) per occurrence and $100 million (Canadian) in the aggregate, which covers all officers and employees of First Great-West.

B. Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 555 Seventeenth Street, Suite 3600, Denver, Colorado 80202, serves as First Great-West's and the Series Account's Independent Registered Public Accounting Firm. Deloitte & Touche LLP audits financial statements for First Great-West and the Series Account and provides other audit, tax and related services. 

B-4

         The financial statements of each of the investment divisions of the Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company and the financial statements of First Great-West Life & Annuity Insurance Company included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement which reports express an unqualified opinion on the financial statements of each of the investment divisions of the Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company and the financial statements of First Great-West Life & Annuity Insurance Company and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

C. Principal Underwriter

         The offering of the Contracts is made on a continuous basis by GWFS Equities, Inc. (“GWFS”), an affiliate of First Great-West. GWFS is a Delaware corporation and is a member of FINRA. The Company does not anticipate discontinuing the offering of the Contract, although it reserves the right to do so. The Contract generally will be issued for Annuitants from birth to age ninety. The aggregate dollar amount of commissions paid to, and retained by, GWFS for the Contracts was zero for each of the last three fiscal years.

D. Administrative Services

         First Great-West and GWL&A have entered into an Administrative Services Agreement dated August 1, 2003, as amended. Pursuant to the agreement, GWL&A performs certain corporate support services, investment services and other back office administrative services for First Great-West. In addition, certain of GWL&A’s property, equipment, and facilities are made available for First Great-West for its operations. All charges for services and use of facilities to the extent practicable reflect actual costs, and are intended to be in accordance with New York Insurance Laws.

         Certain administrative services are provided by GWFS to assist First Great-West in processing the Contracts. These services are described in written agreements between GWFS and First Great-West. The total compensation paid to GWFS in connection with these services was $282,308 for 2008 and zero for 2007 and 2006.

B-5

WITHHOLDING

Annuity payouts and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld. The amounts withheld will vary among recipients depending on the tax status of the individual and the type of payouts from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with respect to certain payouts to be delivered outside the United States and with respect to certain distributions from certain types of qualified retirement plans, unless the proceeds are transferred directly to another qualified retirement plan. Moreover, special "backup withholding" rules may require the Company to disregard the recipient's election if the recipient fails to supply the Company with a taxpayer identification number (“TIN”) (social security number for individuals), or if the Internal Revenue Service notifies the Company that the TIN provided by the recipient is incorrect.

FINANCIAL STATEMENTS

The financial statements of First Great-West Life & Annuity Insurance Company should be considered only as bearing upon Depositor's ability to meet its obligations under the Contracts, and they should not be considered as bearing on the investment performance of the Series Account. The variable interests of Contract Owners under the Contracts are affected solely by the investment results of the Series Account.

B-6

First Great-West Life & Annuity
Insurance Company
(a wholly-owned subsidiary of
Great-West Life & Annuity
Insurance Company)

Balance Sheets as of December 31, 2008 and 2007 and Related Statements of Income, Statements of Stockholder’s Equity and Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 2008 and Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
First Great-West Life & Annuity Insurance Company
White Plains, New York

We have audited the accompanying balance sheets of First Great-West Life & Annuity Insurance Company (the “Company”) as of December 31, 2008 and 2007, and the related statements of income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of First Great-West Life & Annuity Insurance Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 8, 2009

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Balance Sheets
December 31, 2008 and 2007
(In Thousands, Except Share Amounts)

	December 31,
	2008		2007
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost $398,845 and $421,281)	$	367,795	$	424,443
Fixed maturities, held for trading, at fair value (amortized cost $0 and $4,112)		—		4,174
Mortgage loans on real estate (net of allowances of $802 and $802)		86,604		85,696
Equity investments, available-for-sale, at fair value (cost $57 and $59)		82		76
Policy loans		12,890		12,401
Short-term investments, available-for-sale (cost approximates fair value)		29,204		18,177
Other investments		178		—
Total investments		496,753		544,967
Other assets:
Cash		1,528		1,879
Reinsurance receivable		51,168		50,871
Deferred acquisition costs and value of business acquired		13,291		13,012
Investment income due and accrued		4,321		4,343
Premiums in course of collection		435		896
Deferred income taxes		19,070		3,212
Collateral under securities lending agreements		32,566		39,272
Due from parent and affiliates		1,153		—
Other assets		3,642		1,453
Assets of discontinued operations		6,120		5,860
Separate account assets		122,630		108,972
Total assets	$	752,677	$	774,737

See notes to financial statements. (Continued)

2

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Balance Sheets
December 31, 2008 and 2007
(In Thousands, Except Share Amounts)

	December 31,
	2008			2007
Liabilities and stockholder’s equity
Policy benefit liabilities:
Policy reserves	$	521,471		$	525,441
Policy and contract claims		5,086			5,732
Policyholders’ funds		2,797			2,785
Provision for policyholders’ dividends		1,700			2,000
Undistributed earnings on participating business		1,614			1,251
Total policy benefit liabilities		532,668			537,209
General liabilities:
Due to parent and affiliates		—			2,051
Payable under securities lending agreements		32,566			39,272
Other liabilities		2,495			4,838
Liabilities of discontinued operations		6,120			8,009
Separate account liabilities		122,630			108,972
Total liabilities		696,479			700,351
Commitments and contingencies (Note 14)
Stockholder’s equity:
Common stock, $1,000 par value, 10,000 shares authorized; 2,500 shares issued and outstanding		2,500			2,500
Additional paid-in capital		56,350			56,350
Accumulated other comprehensive income (loss)		(22,862	)		1,441
Retained earnings		20,210			14,095
Total stockholder’s equity		56,198			74,386
Total liabilities and stockholder’s equity	$	752,677		$	774,737

See notes to financial statements. (Concluded)

3

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statements of Income
Years Ended December 31, 2008, 2007 and 2006
(In Thousands)

	Year Ended December 31,
	2008			2007			2006
Revenues:
Premium income, net of premiums ceded of $10,807, $10,316 and $10,363	$	15,263		$	15,841		$	15,488
Fee income		5,852			1,755			1,104
Net investment income		31,001			27,648			27,766
Net realized gains (losses) on investments		(5,215	)		1,137			77
Total revenues		46,901			46,381			44,435
Benefits and expenses:
Life and other policy benefits, net of reinsurance recoveries of $10,469, $5,658 and $7,352		22,303			20,843			26,698
Increase (decrease) in policy reserves		(6,612	)		(3,954	)		(8,771	)
Interest paid or credited to contractholders		12,176			10,534			10,305
Provision (Benefit) for policyholders’ share of earnings on participating business		1,370			575			(351	)
Dividends to policyholders		1,333			2,038			1,610
Total benefits		30,570			30,036			29,491
General insurance expenses		6,009			4,939			3,422
Amortization of deferred acquisition costs and value of business acquired		2,333			3,009			2,945
Total benefits and expenses, net		38,912			37,984			35,858
Income from continuing operations before income taxes		7,989			8,397			8,577
Income tax expense		2,708			2,387			3,145
Income from continuing operations		5,281			6,010			5,432
Income (loss) from discontinued operations, net of income tax expense (benefit) of $2,923, $2,014 and ($257)		834			2,973			(477	)
Net income	$	6,115		$	8,983		$	4,955

See notes to financial statements.

4

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statements of Stockholder’s Equity
Years Ended December 31, 2008, 2007 and 2006
(In Thousands)

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balances, January 1, 2006	$	2,500	$	56,350	($	491	)	$	4,650		$	63,009
Net income									4,955			4,955
Net change in unrealized gains						96						96
Total comprehensive income												5,051
Balances, December 31, 2006		2,500		56,350		(395	)		9,605			68,060
Net income									8,983			8,983
Net change in unrealized gains						1,836						1,836
Total comprehensive income												10,819
Impact of adopting SFAS No. 155									7			7
Dividends									(4,500	)		(4,500	)
Balances, December 31, 2007		2,500		56,350		1,441			14,095			74,386
Net income									6,115			6,115
Net change in unrealized gains						(24,303	)					(24,303	)
Total comprehensive income												(18,188	)
Balances, December 31, 2008	$	2,500	$	56,350	($	22,862	)	$	20,210		$	56,198

See notes to financial statements.

5

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statements of Cash Flows
Years Ended December 31, 2008, 2007 and 2006
(In Thousands)

	Year Ended December 31,
	2008			2007			2006
Cash flows from operating activities:
Net income	$	6,115		$	8,983		$	4,955
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Earnings (loss) allocated to participating policyholders		1,370			575			(351	)
Amortization of premiums, accretion of (discounts) on investments, net		(727	)		232			319
Net realized (gains) losses on investments		5,162			(1,110	)		(54	)
Interest credited to contractholders		11,975			10,406			10,146
Depreciation and amortization		2,369			3,011			2,946
Deferral of acquisition costs		(2,423	)		(3,679	)		(3,504	)
Deferred income taxes		(2,059	)		(1,366	)		(56	)
Changes in assets and liabilities:
Held for trading investments		3,914			(4,010	)		—
Policy benefit liabilities		(9,869	)		(3,919	)		(9,637	)
Reinsurance receivable		(5,012	)		(3,739	)		333
Accrued interest and policyholder receivables		1,886			(359	)		370
Other, net		(6,824	)		3,520			787
Net cash provided by operating activities		5,877			8,545			6,254
Cash flows from investing activities:
Proceeds from sales, maturities and redemptions of investments:
Fixed maturities available-for-sale		141,518			93,435			139,056
Mortgage loans on real estate		7,449			11,068			15,196
Equity investments		35			19			—
Purchases of investments:
Fixed maturities available-for-sale		(123,119	)		(136,396	)		(137,982	)
Mortgage loans on real estate		(8,650	)		—			(22,550	)
Equity investments		(73	)		—			(105	)
Net change in short-term investments		(11,027	)		17,985			2,492
Net change in repurchase agreements		—			(13,431	)		36
Other, net		(2,276	)		(100	)		320
Net cash provided by (used in) investing activities		3,857			(27,420	)		(3,537	)
Cash flows from financing activities:
Contract deposits		90,395			41,891			11,175
Contract withdrawals		(96,663	)		(19,142	)		(10,631	)
Change in due to parent and affiliates		(3,204	)		1,384			(1,608	)
Dividends paid		—			(4,500	)		—
Change in bank overdrafts		(613	)		(325	)		(1,386	)
Net cash provided by (used in) financing activities		(10,085	)		19,308			(2,450	)
Net increase (decrease) in cash		(351	)		433			267
Cash, beginning of year		1,879			1,446			1,179
Cash, end of year	$	1,528		$	1,879		$	1,446
Supplemental disclosures of cash flow information:
Net cash paid during the year for income taxes	$	9,283		$	2,838		$	1,637
Fair value of assets acquired in settlement of fixed maturity investments	$	212			—			—

See notes to financial statements.

6

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

1. Organization, Basis of Presentation and Significant Accounting Policies

Organization - First Great-West Life & Annuity Insurance Company (the “Company”), is a wholly-owned direct subsidiary of Great-West Life & Annuity Insurance Company (“GWL&A”).

The Company offers individual and group life insurance and individual and group annuity products. The Company was incorporated as a stock life insurance company in the State of New York and is subject to regulation by the New York Department of Insurance.

Basis of presentation - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required to account for valuation of privately placed and non-actively traded public investments, derivative instruments, allowances for credit losses on mortgage loans on real estate, deferred acquisition costs and value of business acquired, policy reserves, and taxes on income. Actual results could differ from those estimates.

Reclassifications in the amounts of $10,406 and $10,146 were made to the statement of cash flows for the year ended December 31, 2007 and 2006, respectively, to separately reflect interest credited to contractholders. Formerly, they were included in policy benefit liabilities. The reclassifications had no effect on previously reported net income, total assets or total stockholder’s equity and were made in order to further enhance the readers’ understanding of the Company’s financial statements.

Significant accounting policies

Investments - Investments are reported as follows:

1.	The Company classifies the majority of its fixed maturity and all of its equity investments as available-for-sale and records them at fair value with the related net unrealized gain, or loss, net of policyholder related amounts and deferred taxes, in accumulated other comprehensive income (loss) in the stockholder’s equity section of the accompanying balance sheets. Net unrealized gains and losses related to participating contract policies are recorded as undistributed earnings on participating business in the Company’s balance sheets.
	Premiums and discounts are recognized as a component of net investment income using the scientific interest method. Realized gains and losses and declines in value determined to be other-than-temporary are included in net realized gains (losses) on investments.
	During the years ended December 31, 2008 and 2007, the Company purchased fixed maturity securities which were classified as held-for-trading. Assets in the held for trading category are carried at fair value with changes in fair value reported in net investment income.
	The recognition of income on certain investments (e.g. loan-backed securities including mortgage-backed and asset-backed securities) is dependent upon market conditions, which could result in prepayments and changes in amounts to be earned.
2.	Mortgage loans on real estate are commercial loans and are carried at their unpaid balances adjusted for any unamortized premiums or discounts and allowances for credit losses. Interest income is accrued on the unpaid principal balance. Discounts and premiums are amortized to net investment income using the scientific interest method. Accrual of interest is discontinued on any impaired loans where collection of interest is doubtful.

7

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

	The Company maintains an allowance for credit losses at a level that, in management’s opinion, is sufficient to absorb credit losses on its impaired loans. Management’s judgment is based upon situational analysis of each individual loan and may consider past loss experience and current and projected economic conditions. The measurement of impaired loans is based on the fair value of the underlying collateral.
3.	Equity investments classified as available-for-sale are carried at fair value with net unrealized gains and losses, net of deferred taxes, reported as accumulated other comprehensive income (loss) in the stockholder’s equity section of the Company’s balance sheets. Realized gains and losses and declines in value, determined to be other-than-temporary, are included in net realized gains (losses) on investments.
4.	Policy loans are carried at their unpaid balances.
5.	Short-term investments include securities purchased with initial maturities of one year or less and are carried at amortized cost, which approximates fair value. The Company classifies its short-term investments as available-for-sale.
6.	Gains and losses realized upon the disposal of investments are determined on a specific identification basis.
7.	The Company may employ a trading strategy that involves the sale of securities with a simultaneous agreement to repurchase similar securities at a future date at an agreed-upon price. Proceeds from the sale are reinvested in other securities and may enhance the current yield and total return. The difference between the sales price and the future repurchase price is recorded as an adjustment to net investment income. During the period between the sale and repurchase, the Company will not be entitled to receive interest and principal payments on the securities sold. Losses may arise from changes in the value of the securities or if the counterparty enters bankruptcy proceedings or becomes insolvent. In such cases, the Company’s right to repurchase the security may be restricted. Amounts owed to brokers under these arrangements are included in repurchase agreements in the accompanying balance sheets. The liability is collateralized by securities with approximately the same fair value.
8.	The Company receives collateral for lending securities that are held as part of its investment portfolio. The Company requires collateral in an amount greater than or equal to 102% of the market value of domestic securities loaned and 105% of foreign securities loaned. Such collateral is used to replace the securities loaned in event of default by the borrower. The Company’s securities lending transactions are accounted for as collateralized borrowings. Collateral is defined as government securities, letters of credit and/or cash collateral. The borrower can return and the Company can request the loaned securities at any time. The Company maintains ownership of the securities at all times and is entitled to receive from the borrower any payments for interest or dividends received on such securities during the loan term.
9.	One of the significant estimates inherent in the valuation of investments is the evaluation of investments for other-than-temporary impairments. The evaluation of impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, the effects of changes in interest rates or credit spreads and the recovery period. The Company’s accounting policy requires that a decline in the value of a security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. If the security is deemed to be other-than-temporarily impaired, a charge is recorded in net realized capital losses equal to the difference between the fair value and cost or amortized cost basis of the security.

8

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Derivative financial instruments - All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheets in other assets and other liabilities at fair value. Accounting for the ongoing changes in the fair value of a derivative depends upon the intended use of the derivative and its designation as determined when the derivative contract is entered into. If the derivative is designated as a fair value hedge, the changes in its fair value of the derivative and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) on the Company’s balance sheets and are recognized in the income statements when the hedged item affects earnings. Changes in the fair value of derivatives not qualifying for hedge accounting and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change.

Cash - Cash includes only amounts in demand deposit accounts.

Bank overdrafts - The Company’s cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Checks issued but not yet presented to banks for payment can result in overdraft balances for accounting purposes and are included in other liabilities in the accompanying balance sheets. At December 31, 2008 and 2007, this liability was $44 and $313, respectively.

Deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) - DAC, which primarily consists of sales commissions and costs associated with the Company’s sales representatives related to the production of new business, have been deferred to the extent recoverable. VOBA represents the estimated fair value of insurance or annuity contracts acquired through the acquisition of another insurance company. The recoverability of such costs is dependent upon the future profitability of the related business. The Company’s VOBA resulted from GWL&A’s 2003 acquisition of Canada Life Insurance Company of New York. DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are amortized over the life of the contracts in proportion to the emergence of gross profits. Retrospective adjustments of these amounts are made when the Company revises its estimates of current or future gross profits. DAC and VOBA associated with traditional life insurance are amortized over the premium-paying period of the related policies in proportion to premium revenues recognized. See Note 8 for additional information regarding deferred acquisition costs and the value of business acquired.

Separate accounts - Separate account assets and related liabilities are carried at fair value in the accompanying balance sheets. The Company’s separate accounts invest in shares of Maxim Series Fund, Inc., an open-end management investment company, which is an affiliate of GWL&A, and shares of other non-affiliated mutual funds and government and corporate bonds. Investment income and realized capital gains and losses of the separate accounts accrue directly to the contractholders and, therefore, are not included in the Company’s statements of income. Revenues of the Company from the separate accounts consist of contract maintenance fees, administrative fees and mortality and expense risk charges.

Life insurance and annuity policy reserves - Life insurance and annuity policy reserves with life contingencies in the amounts of $364,775 and $445,006 at December 31, 2008 and 2007, respectively, are computed on the basis of estimated mortality, investment yield, withdrawals, future maintenance and settlement expenses and retrospective experience rating premium refunds. Annuity policy reserves without life contingencies in the amounts of $156,470 and $80,233 at December 31, 2008 and 2007, respectively, are established at the contract holder’s account value.

Reinsurance - Policy reserves and policy and contract claims ceded to other insurance companies are carried as a reinsurance receivable in the balance sheets. The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

9

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Policy and contract claims - Policy and contract claims include provisions for claims incurred but not reported and claims in the process of settlement. The provision for claims incurred but not reported is valued based primarily on the Company’s prior experience. The claims in the process of settlement are valued in accordance with the terms of the related policies and contracts.

Participating fund account - The Company sells participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in premium charged and the actual experience. The amount of dividends to be paid from undistributed earnings on participating business is determined annually by the Board of Directors.

Recognition of premium and fee income and benefits and expenses - Life insurance premiums are recognized when due. Annuity contract premiums with life contingencies are recognized as received. Revenues for annuity and other contracts without significant life contingencies consist of contract charges for the cost of insurance, contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned. Fee income is derived primarily from administrative services related to assets under management. Fees from other administrative services are recorded as the services are provided. Fees from assets under management, which consist of contract maintenance fees, administration fees and mortality and expense risk charges, are recognized when due. Benefits and expenses on policies with life contingencies are associated with earned premiums so as to result in recognition of profits over the life of the contracts.

Net investment income - Interest from fixed maturities and mortgage loans on real estate is recognized when earned. Net investment income on equity securities available-for-sale is primarily comprised of dividend income and is recognized when declared.

Net realized gains and losses - Net realized gains and losses from investment sales are reported as a component of revenues and are determined on a specific identification basis. Net realized gains and losses also result from fair value changes in derivatives contracts that do not qualify, or are not designated, as a hedge for accounting purposes and the change in value of derivatives in certain fair-value hedge relationships upon termination or expiration. Impairments are recognized as net realized capital losses when investment losses in value are deemed other-than-temporary.

Income taxes - Income taxes are recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, all expected future events (other than the enactments or changes in the tax laws or rules) are considered. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized.

The Company adopted Financial Accounting Standards Board Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No.  109” (“FIN 48”) effective January 1, 2007. Among other things, under FIN 48, the Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements.

Regulatory requirements - In accordance with the requirements of the New York State Department of Insurance (the “Department”), the Company must demonstrate that it maintains adequate capital. At December 31, 2008 and 2007, the Company was in compliance with the requirement (see Note 9). Also, in accordance with the requirements of the regulatory authorities in the states in which the Company conducts its business, it is required to maintain deposits with those authorities for the purpose of security for policy and contractholders.

10

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

2. Discontinued Operations

On April 1, 2008, the Company completed the sale of substantially all of its healthcare insurance business to a subsidiary of CIGNA Corporation (“CIGNA”). The Company recognized a gain in the amount of $655, net of income taxes, upon completion of the transaction. The business that was sold was the vehicle through which the Company marketed and administered group life and health insurance to small and mid-sized employers. CIGNA acquired from the Company the stop loss, group life, group disability, group medical, group dental, group vision, group prescription drug coverage and group accidental death and dismemberment insurance business in New York through a combination of 100% indemnity reinsurance agreements, renewal rights and related administrative service agreements. As required by Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the statements of income and balance sheets of the disposed business activities are presented as discontinued operations for all periods presented in the financial statements.

The following table summarizes the major classifications of assets and liabilities of discontinued operations at December 31, 2008 and 2007.

	December 31,
Assets	2008		2007
Reinsurance receivable	$	6,120	$	1,405
Uninsured claims receivable		—		952
Premiums in course of collection		—		451
Goodwill and other intangible assets		—		2,251
Deferred income taxes		—		742
Other		—		59
Total assets	$	6,120	$	5,860
Liabilities
Policy reserves	$	2,109	$	1,806
Policy and contract claims		4,011		2,112
Policyholders’ funds		—		2,674
Bank overdrafts		—		344
Other		—		1,073
Total liabilities	$	6,120	$	8,009

The following table summarizes selected financial information included in income from discontinued operations in the statements of income for the years ended December 31, 2008, 2007 and 2006.

	Year Ended December 31,
	2008		2007		2006
Revenues from discontinued operations	$	808	$	10,752	$	12,700
Benefits and expenses from discontinued operations		629		7,779		13,177
Income (loss) from discontinued operations, net of income tax expense (benefit) of $90, $2,014 and ($257)		179		2,973		(477	)
Gain on sale of discontinued operations, net of income taxes of $2,833, $ -, and $ -		655		—		—
Income from discontinued operations	$	834	$	2,973	($	477	)

11

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

3. Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position No. 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”). SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in FASB Statement of Financial Accounting Standards No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses From the Sale of Investments.” SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement or rider to a contract, or by the election of a feature or coverage within a contract. SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company adopted SOP 05-1 on January 1, 2007. The adoption of SOP 05-1 did not have a material impact on the Company’s financial position or the results of its operations.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”). SFAS No. 155 permits any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities” to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS No. 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. SFAS No. 155 is applicable to new or modified financial instruments in fiscal years beginning after September 15, 2006, however it may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. The Company adopted SFAS No. 155 on January 1, 2007. The adoption of SFAS No. 155 increased stockholder’s equity by $7.

In June 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial position or the results of its operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 also provides expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 is applicable whenever other authoritative pronouncements require or permit assets or liabilities to be measured at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS No. 157 on January 1, 2008. The adoption of SFAS No. 157 did not have a material impact on the Company’s financial position or results of its operations.

12

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

In October 2008, the FASB issued Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP No. 157-3”). FSP No 157-3 applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with FASB No. 157. FSP No. 157-3 clarifies the application of FASB No. 157 in a market that is not active and provides an example to illustrate key conditions in determining the fair value of a financial asset when the market for that financial asset is not active. FSP No. 157-3 became effective upon issuance including prior periods for which financial statements have not been issued. The Company adopted the provisions of FSP No. 157-3 effective September 30, 2008. The adoption of FSP No. 157-3 did not have a material impact on the Company’s financial position or results of its operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS No.159”). SFAS No. 159 permits an entity to measure financial instruments and certain other items at estimated fair value. Most of the provisions of SFAS No. 159 are elective; however, the amendment to FASB No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, applies to all entities that own trading and available-for-sale securities. The fair value option created by SFAS No. 159 permits an entity to measure eligible items at fair value as of specified election dates. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Company adopted the provisions of SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have an impact on the Company’s financial position or results of its operations.

In January 2009, the FASB issued EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” (“EITF 99-20-1”). EITF 99-20-1 is an interpretative amendment to the impairment guidance of Emerging Issues Task Force Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets” and aligns its impairment guidance to that of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities. EITF 99-20-1 is effective for reporting periods ending after December 15, 2008. The Company adopted EITF 99-20-1 for its year ended December 31, 2008. The adoption of EITF 99-20-1 did not have an impact on the Company’s financial position or results of its operations.

Future adoption of new accounting pronouncements

In February 2008, the FASB issued Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. 157-2”), which defers the effective date of SFAS 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008. Non-financial assets include assets associated with business acquisitions and impairment testing of tangible and intangible assets. The Company adopted the provisions of SFAS No. 157-2 on January 1, 2009. The adoption of FSP No. 157-2 did not have a material impact on the Company’s financial position or results of its operations.

In March 2008, the FASB issued Statement of Financial Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 applies to all derivative instruments and related hedged items accounted for under Statement of Financial Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 161 requires entities to provide enhanced disclosures regarding (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company adopted the provisions of SFAS No. 161 for its fiscal year beginning January 1, 2009. The adoption of SFAS No. 161 did not have an impact on the Company’s financial position or the results of its operations.

13

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

4. Related Party Transactions

Included in the balance sheets at December 31, 2008 and 2007 are the following related party amounts:

	December 31,
	2008		2007
Reinsurance receivable	$	42,854	$	42,124

Included in the statements of income for the years ended December 31, 2008, 2007 and 2006 are the following related party amounts:

	Year Ended December 31,
	2008			2007			2006
Premium income, net of premiums ceded of $7,798, $7,355 and $7,680	($	7,798	)	($	7,355	)	($	7,680	)
Life and other policy benefits, net of reinsurance recoveries of $9,881, $3,076 and $4,266		(9,881	)		(3,076	)		(4,266	)

The Company and GWL&A have service agreements whereby GWL&A administers, distributes and underwrites business for the Company and administers its investment portfolio. The amounts recorded are based upon estimated costs incurred and resources expended. For the years ended December 31, 2008, 2007 and 2006, the amounts paid to GWL&A for these services are summarized as follows:

	Year Ended December 31,
	2008		2007		2006
Investment management revenue included in net investment income	$	628	$	1,195	$	623
Administrative and underwriting expense reimbursements included as a reduction to general insurance expenses		5,363		4,396		2,718
Total	$	5,991	$	5,591	$	3,341

In addition, the Company and GWL&A have an agreement whereby GWL&A has committed to provide financial support related to the maintenance of adequate regulatory surplus and liquidity.

During 2008, a policyholder surrendered their business-owned life insurance policy with the Company and purchased a similar policy from GWL&A. As a result, the Company incurred losses from the sale of invested assets and writedown of DAC which were reimbursed by GWL&A as the Company waived fees and penalties on the transaction. The reimbursement amount of $2,627 is included in fee income in the accompanying statement of income.

14

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

5. Summary of Investments

The following table summarizes fixed maturity securities and equity investments classified as available-for-sale at December 31, 2008:

	December 31, 2008
Fixed Maturities:	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
U.S. government direct obligations and U.S. agencies	$	64,936	$	11,766	$	—	$	76,702	$	76,702
Obligations of U.S. states and their subdivisions		9,682		74		452		9,304		9,304
Foreign governments		190		2		—		192		192
Corporate debt securities		192,478		2,272		15,411		179,339		179,339
Mortgage-backed and asset-backed securities		131,559		56		29,357		102,258		102,258
Total fixed maturities	$	398,845	$	14,170	$	45,220	$	367,795	$	367,795
Total equity investments	$	57	$	25	$	—	$	82	$	82

The following table summarizes fixed maturity securities and equity investments classified as available-for-sale at December 31, 2007:

	December 31, 2007
Fixed Maturities:	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Carrying Value
U.S. government direct obligations and U.S. agencies	$	67,724	$	3,690	$	212	$	71,203	$	71,203
Foreign governments		300		—		5		295		295
Corporate debt securities		218,982		5,178		1,821		222,340		222,340
Mortgage-backed and asset-backed securities		134,275		413		4,081		130,605		130,605
Total fixed maturities	$	421,281	$	9,281	$	6,119	$	424,443	$	424,443
Total equity investments	$	59	$	17	$	—	$	76	$	76

See Note 6 for additional information on policies regarding estimated fair value of fixed maturities and equity investments.

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale at December 31, 2008, by contractual maturities, are shown below. Actual maturities will likely differ from these projections because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

15

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

	December 31, 2008
	Amortized Cost		Estimated Fair Value
Maturing in one year or less	$	21,818	$	21,447
Maturing after one year through five years		79,028		76,301
Maturing after five years through ten years		73,098		72,113
Maturing after ten years		67,006		68,866
Mortgage-backed and asset-backed securities		157,895		129,068
	$	398,845	$	367,795

Mortgage-backed and asset-backed securities include collateralized mortgage obligations that consist primarily of sequential and planned amortization classes with final stated maturities of two to thirty years and expected average lives of less than one to fifteen years. Prepayments on all mortgage-backed securities are monitored monthly and amortization of the premium and/or the accretion of the discount associated with the purchase of such securities are adjusted by such prepayments on a quarterly basis.

The following table summarizes information regarding the sales of fixed maturity investments classified as available-for-sale for the years ended December 31, 2008, 2007 and 2006:

	2008		2007			2006
Proceeds from sales	$	112,438	$	67,506		$	99,254
Gross realized gains from sales		587		1,066			1,038
Gross realized losses from sales		—		(268	)		(1,208	)

Gross realized gains and gross realized losses from sales were primarily attributable to interest rate related gains and losses.

The Company has fixed maturity securities with fair values in the amounts of $0 and $450 that have been non-income producing for the twelve months preceding December 31, 2008 and 2007, respectively. These securities were written down to their fair value in the period they were deemed to be other-than-temporarily impaired.

Derivative financial instruments - The Company makes limited use of derivative financial instruments to manage interest rate and market risk associated with its invested assets. Derivatives are not used for speculative purposes.

The Company controls the credit risk of its derivative contracts through credit approvals, limits and monitoring procedures. Risk of loss is generally limited to the fair value of derivative instruments and not to the notional or contractual amounts of the derivatives. As the Company enters into derivative transactions only with high quality institutions, no losses associated with non-performance of derivative financial instruments have occurred or are expected to occur.

Fair value hedges - Interest rate futures are used to hedge the risk of the change in the fair value of certain fixed rate maturity investments. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one party to the other at the expiration or termination of the agreement.

During the year, the Company entered into derivative contracts which were designated as fair value hedges. No amounts were recorded to net investment income during the year ended December 31, 2008 due to hedge ineffectiveness. In 2007 and 2006, there were no derivative contracts designated as fair value hedges.

16

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Derivatives not designated as hedging instruments - The Company attempts to match the timing of when interest rates are committed on insurance products with other new investments. However, timing differences may occur and can expose the Company to fluctuating interest rates. To offset this risk, the Company uses U.S. Treasury futures contracts. The Company also utilizes U.S. Treasury futures as a method of adjusting the duration of the overall portfolio. Although management believes the above-mentioned derivatives are effective hedges from an economic standpoint, they do not meet the requirements for hedge accounting treatment under Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities.”

The Company occasionally purchases a financial instrument that contains a derivative instrument that is “embedded” in the financial instrument. Upon purchasing the instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e. the host contract) and whether a separate instrument with the same terms as the embedded instrument could meet the definition of a derivative instrument. The company determines if (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument. If both of these are true, the Company has the option of separating the embedded derivative from the host contract and carrying it at its fair value, or under Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”), the Company may carry the entire hybrid instrument at fair value with gains and losses recognized in earnings.

During the years ended December 31, 2008, 2007 and 2006, decreases in the amounts of $0, $50 and $58, respectively, were recognized in net income from market value changes of derivatives not receiving hedge accounting treatment.

The following table summarizes derivative financial instruments at December 31, 2008:

	December 31, 2008
	Notional Amount		Strike/Swap Rate		Maturity
Futures:
Thirty year U.S. Treasury:
Short position		$40,500		N/A		March 2009

There were no derivative instruments held at December 31, 2007.

Mortgage loans - There were no impaired mortgage loans for the years ended December 31, 2008 and 2007. As part of its active loan management policy and in the interest of maximizing the future return of each individual loan, the Company may from time to time modify the original terms of certain loans.

The following table summarizes the activity in the allowance for mortgage loan credit losses for the years ended December 31, 2008, 2007 and 2006:

	Year Ended December 31,
	2008		2007		2006
Balance, January 1	$	802	$	802	$	802
Release of provision		—		—		—
Amounts written off, net of recoveries		—		—		—
Balance, December 31	$	802	$	802	$	802

17

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The changes to the allowance for mortgage loan credit losses are recorded in net realized gains (losses) on investments.

Equity investments - The carrying value of the Company’s equity investments was $82 and $76 at December 31, 2008 and 2007, respectively.

Securities pledged, restricted assets and special deposits - The Company pledges investment securities it owns to unaffiliated parties through certain transactions, including securities sold under agreements to repurchase, futures contracts and state regulatory deposits.

The Company had securities on deposit with governmental authorities or trustees as required by certain insurance laws with carrying values in the amounts of $406 and $343 at December 31, 2008 and 2007, respectively.

The Company participates in a securities lending program whereby securities, which are included in invested assets in the accompanying balance sheets, are loaned to third parties. Securities with a cost or amortized cost in the amounts of $22,375 and $34,973 and estimated fair values in the amounts of $31,104 and $38,165 were on loan under the program at December 31, 2008 and 2007, respectively. The Company was liable for collateral under its control in the amounts of $32,566 and $39,272 at December 31, 2008 and 2007, respectively.

Additionally, the fair value of margin deposits related to futures contracts was approximately $1,600 and $0 at December 31, 2008 and 2007, respectively.

Impairment of fixed maturity and equity investments classified as available-for-sale - The Company classifies the majority of its fixed maturities and all of its equity investments as available-for-sale and records them at fair value with the related net unrealized gain or loss, net of deferred taxes, in accumulated other comprehensive income (loss) in the stockholder’s equity section in the accompanying balance sheets. All available-for-sale securities with gross unrealized losses at the balance sheet date are subjected to the Company’s process for the identification and evaluation of other-than-temporary impairments.

The Company writes down to fair value securities that it deems to be other-than-temporarily impaired in the period the securities are deemed to be so impaired. The Company records write-downs as realized losses and adjusts the cost basis of the securities accordingly. The Company does not adjust the revised cost basis for subsequent recoveries in value.

The assessment of whether an other-than-temporary impairment has occurred is based on management’s case-by-case evaluation of the underlying reasons for the decline in fair value. Management considers a wide range of factors, as described below, regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value, and in assessing the prospects for near-term recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations and future earnings potential of the issuer.

Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:

• Fair value is significantly below cost.

• The decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry or geographic area.

• The decline in fair value has existed for an extended period of time.

• A debt security has been downgraded by a credit rating agency.

• The financial condition of the issuer has deteriorated.

• Dividends have been reduced or eliminated or scheduled interest payments have not been made.

18

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

While all available information is taken into account, it is difficult to predict the ultimate recoverable amount of a distressed or impaired security.

Unrealized losses on fixed maturity and equity investments classified as available-for-sale

The following tables summarize unrealized investment losses by class of investment at December 31, 2008 and 2007. The Company considers these investments to be only temporarily impaired:

	December 31, 2008
	Less than twelve months				Twelve months or longer				Total
Fixed Maturities	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
Obligations of U.S. states and their subdivisions	$	7,008	$	452	$	—	$	—	$	7,008	$	452
Corporate debt securities		97,759		8,534		41,799		6,877		139,558		15,411
Mortgage-backed and asset-backed securities		57,881		12,373		43,120		16,984		101,001		29,357
Total fixed maturities	$	162,648	$	21,359	$	84,919	$	23,861	$	247,567	$	45,220
Total number of securities in an unrealized loss position		92				65				157

	December 31, 2007
	Less than twelve months				Twelve months or longer				Total
Fixed Maturities	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
U.S. government direct obligations and U.S. agencies	$	—	$	—	$	14,466	$	212	$	14,466	$	212
Foreign governments		—		—		295		5		295		5
Corporate debt securities		11,813		89		48,375		1,732		60,188		1,821
Mortgage-backed and asset-backed securities		31,015		1,675		57,684		2,406		88,699		4,081
Total fixed maturities	$	42,828	$	1,764	$	120,820	$	4,355	$	163,648	$	6,119
Total number of securities in an unrealized loss position		14				87				101

At December 31, 2008 and 2007 there were no unrealized losses on equity investments.

Fixed maturity investments - Total unrealized losses increased by $39,101 from December 31, 2007 to 2008. This increase in unrealized losses is primarily due to the corporate debt securities and mortgage-backed and asset-backed securities classes and reflects market illiquidity and economic uncertainty in these markets during the past year.

Unrealized losses on mortgage-backed and asset-backed securities comprise $25,276 of this increase and are attributable to widening of credit spreads resulting from a lack of market liquidity. The market disruption has influenced valuations at December 31, 2008, however, the underlying collateral on the securities within the portfolio along with credit enhancement and/or guarantees is sufficient to expect full repayment of the principal. See Footnote 6 for additional discussion regarding fair valuation processes.

19

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Unrealized losses on corporate debt securities increased $13,590 from December 31, 2007 to 2008. The valuation of these securities has also been significantly influenced by market conditions. Management has classified these securities by sector, calculated as a percentage of total unrealized losses, as follows:

	December 31,
Corporate sector	2008			2007
Utility		32	%		30	%
Finance		29	%		10	%
Natural resources		12	%		20	%
Consumer		11	%		18	%
Industrial		11	%		11	%
Transportation		5	%		10	%
Other		—			1	%
		100	%		100	%

Approximately $4,287 of the increase in unrealized losses was related to the finance industry. These unrealized losses were primarily related to securities in the financial services and insurance industries. Less than 5% (approximately $694 of the $15,411) of total unrealized losses on corporate debt securities was related to one security in the banking industry on which there has been a ratings downgrade since December 31, 2007. This security is rated A.

Approximately $4,334 of the increase in unrealized losses since December 2007 was related to the utility industry. Less than 5% (approximately $747 of the $15,411) of the total unrealized losses on corporate debt securities was related to securities in the utility industry on which there has been a ratings downgrade since December 31, 2007. All of these securities are rated BBB or above.

Future changes in the fair value of these securities will be dependent upon the return of market liquidity and changes in general market conditions including interest rates and credit spread movements. While the decline in fair value has been increasing and many unrealized losses have existed for longer than twelve months, the Company believes this is attributable to general market conditions and not reflective of the financial condition of the issuer or collateral backing the securities and has little bearing on whether the investment will be ultimately recoverable. Current liquidity conditions in the market place contribute to the uncertainty in the financial condition of the many issuers; however, the Company continually monitors its credit risk exposure to identify potential losses. The Company has the ability and intent to hold the securities with unrealized losses until a recovery of the fair value, which may be maturity; therefore, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2008.

Other-than-temporary impairment recognition

The Company recorded other-than-temporary impairments on fixed maturity investments of $5,675, $142 and $192 during 2008, 2007 and 2006, respectively. Of the $5,675, $4,616 was related to the write-down of a security in the financial services industry backed by Lehman Brothers Holdings Inc. The remaining $1,059 was related to the write-down of a security in the automobile industry backed by General Motors Corporation. The Company recorded other-than-temporary impairment on equity securities of $42 and $63 during 2008 and 2007, respectively. The Company did not record other-than-temporary impairment on any equity securities during the year ended December 31, 2006.

20

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

6. Fair Value Measurements

The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2008 and 2007:

	December 31, 2008				December 31, 2007
Assets	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Fixed maturities and short-term investments	$	396,999	$	396,999	$	446,794	$	446,794
Mortgage loans on real estate		86,604		87,542		85,696		88,055
Equity investments		82		82		76		76
Policy loans		12,890		12,890		12,401		12,401
Other investments		178		178		—		—
Collateral under securities lending agreements		32,566		32,566		39,272		39,272
Reinsurance receivable		67		67		245		245
Separate account assets		122,630		122,630		108,972		108,972

	December 31, 2008				December 31, 2007
Liabilities	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Annuity contract reserves without life contingencies	$	156,470	$	156,727	$	80,233	$	80,513
Policyholders’ funds		2,797		2,797		2,785		2,785
Separate account liabilities		122,630		122,630		108,972		108,972

Fixed maturity and equity securities - The fair values for public fixed maturity and equity securities are based upon quoted market prices or estimates from independent pricing services. However, in cases where quoted market prices are not readily available, such as for private fixed maturity investments, fair values are estimated. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flows calculated at current market rates on investments of similar quality and term. The fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts of the Company’s financial instruments.

Short-term investments and collateral under securities lending agreements - The carrying value of short-term investments and collateral under securities lending agreements is a reasonable estimate of fair value due to their short-term nature.

Mortgage loans on real estate - Mortgage loan fair value estimates generally are based on discounted cash flows. A discount rate matrix is incorporated whereby the discount rate used in valuing a specific mortgage generally corresponds to that mortgage’s remaining term and credit quality. The rates selected for inclusion in the discount rate matrix reflect rates that the Company would quote if placing loans representative in size and quality to those currently in the portfolio.

Policy loans - Policy loans accrue interest generally at variable rates with no fixed maturity dates and therefore, estimated fair value approximates carrying value.

Other investments - Other investments consist of the Company’s percentage ownership of a foreclosed lease interest in an aircraft. The estimated fair value is based on the present value of anticipated lease payments plus the residual value.

21

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Reinsurance receivable - The carrying value of the reinsurance receivable is a reasonable estimate of fair value due to their short-term nature.

Annuity contract reserves without life contingencies - The estimated fair value of annuity contract reserves without life contingencies is estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for credit risk.

Policyholders’ funds - The estimated fair value of policyholders’ funds is the same as the carrying amount since the Company can change the interest crediting rates due to fluctuations in market interest rates with 30 days notice.

Separate account assets and liabilities - Separate account assets and liabilities are adjusted to net asset value on a daily basis which approximates fair value.

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with SFAS No. 157. The levels of the fair value hierarchy are described below.

•          Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Financial assets and liabilities utilizing Level 1 inputs include actively exchange-traded equity securities.

•          Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The fair values for some Level 2 securities were obtained from a pricing service. The list of inputs used by the pricing service is reviewed on a quarterly basis. The pricing service inputs include, but are not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, offers and reference data. Level 2 securities include those priced using a matrix which is based on credit quality and average life, U.S. government and agency securities, some private equities and certain fixed maturity investments.

•          Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. The prices of the majority of Level 3 securities were obtained from single broker quotes and internal pricing models. Financial assets and liabilities utilizing Level 3 inputs include certain private equity, fixed maturity and over-the-counter derivative investments.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

22

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

	Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2008
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets
Fixed maturities, available-for-sale	$	—	$	347,952	$	19,843	$	367,795
Equity investments, available-for-sale		82		—		—		82
Short-term investments, available-for-sale		169		29,035		—		29,204
Collateral under securities lending agreements		32,566		—		—		32,566
Separate account assets 1		122,358		—		—		122,358
Total assets	$	155,175	$	376,987	$	19,843	$	552,005
Liabilities
Total liabilities	$	—	$	—	$	—	$	—

¹ Includes only separate account investments which are carried at the fair value of the underlying invested assets owned by the separate accounts.

The following tables present additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Recurring Level 3 Financial Assets and Liabilities Year Ended December 31, 2008
	Fixed maturities available- for-sale			Equity investments available- for-sale
Balance, January 1, 2008	$	22,201		$	42
Realized and unrealized gains and losses:
(Gains) losses included in net income		55			—
Gains (losses) included in other comprehensive income		(2,464	)		—
Purchases, issuances and settlements		(2,580	)		(42	)
Transfers in (out) of Level 3		2,631			—
Balance, December 31, 2008	$	19,843		$	—
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2008	$	—		$	—

23

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Realized and unrealized gains and losses included in net income for the year ended December 31, 2008 are reported in net realized gains (losses) on investments and net investment income as follows:

	Year Ended December 31, 2008
	Net realized gains (losses) on investments			Net investment income
Realized and unrealized gains and losses included in net income for the period		$	55		$	—

The Company has no assets or liabilities measured at fair value on a non-recurring basis at December 31, 2008.

7. Reinsurance

In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage and co-insurance contracts. The Company retains 100% of the first $50 of coverage per individual life and has a maximum retention of $250 per individual life. Life insurance policies are first reinsured to GWL&A up to a maximum of $3,250 of coverage per individual life. Any excess amount is reinsured to a third party.

Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. Consequently, allowances are established for amounts deemed uncollectible. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2008 and 2007, the reinsurance receivables had net carrying values in the amounts of $51,168 and $50,871, respectively. There were no allowances for potential uncollectible reinsurance receivables at either December 31, 2008 or 2007.

The following tables summarize life insurance in force and premium income at, and for the year ended, December 31, 2008:

	Direct		Reinsurance Ceded			Reinsurance Assumed		Net
Life insurance in-force:
Individual	$	5,196,461	($	2,849,347	)	$	—	$	2,347,114
Premium income:
Life insurance	$	25,907	($	10,800	)	$	—	$	15,107
Annuities		163		(7	)		—		156
Total	$	26,070	($	10,807	)	$	—	$	15,263

24

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The following tables summarize life insurance in force and premium income at, and for the year ended, December 31, 2007:

	Direct		Reinsurance Ceded			Reinsurance Assumed		Net
Life insurance in-force:
Individual	$	5,823,441	($	3,159,798	)	$	—	$	2,663,643
Premium income:
Life insurance	$	26,101	($	10,311	)	$	—	$	15,790
Annuities		56		(5	)		—		51
Total	$	26,157	($	10,316	)	$	—	$	15,841

The following table summarizes premium income for the year ended December 31, 2006:

	Direct		Reinsurance Ceded			Reinsurance Assumed		Net
Premium income:
Life insurance	$	25,770	($	10,357	)	$	—	$	15,413
Annuities		81		(6	)		—		75
Total	$	25,851	($	10,363	)	$	—	$	15,488

8. Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in deferred acquisition costs and value of business acquired for the years ended December 31, 2008, 2007 and 2008:

	DAC			VOBA			Total
Balance, January 1, 2006	$	10,370		$	476		$	10,846
Capitalized additions		3,504			—			3,504
Amortization and writedowns		(2,875	)		(70	)		(2,945	)
Unrealized investment gains (losses)		809			(76	)		733
Balance, December 31, 2006		11,808			330			12,138
Capitalized additions		3,679			—			3,679
Amortization and writedowns		(2,873	)		(136	)		(3,009	)
Unrealized investment gains		86			118			204
Balance, December 31, 2007		12,700			312			13,012
Capitalized additions		2,423			—			2,423
Amortization and writedowns		(2,245	)		(88	)		(2,333	)
Unrealized investment gains (losses)		(195	)		384			189
Balance, December 31, 2008	$	12,683		$	608		$	13,291

The estimated future amortization expense for VOBA for the next five years is as follows:

Year Ended December 31,	Amount
2009		$	97
2010			97
2011			97
2012			97
2013			97

25

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

9. Stockholder’s Equity, Dividend Restrictions and Other Matters

At December 31, 2008 and 2007, the Company had 10,000 shares of $1,000 par value common stock authorized, 2,500 of which were issued and outstanding at both dates.

The Company’s net income and capital and surplus, as determined in accordance with statutory accounting principles and practices as prescribed by the National Association of Insurance Commissioners, for years ended December 31, 2008, 2007 and 2006 are as follows:

	Year Ended December 31,
	2008		2007		2006
	(Unaudited)
Net income	$	3,607	$	5,204	$	8,295
Capital and surplus		53,932		47,784		45,562

As an insurance company domiciled in the State of New York, the Company is required to maintain a minimum of $6,000 of capital and surplus. Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. The Company paid dividends in the amounts of $0, $4,500 and $0 during the years ended December 31, 2008, 2007 and 2006, respectively.

The maximum amount of dividends that can be paid to shareholders by insurance companies domiciled in the State of New York, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory surplus and statutory net gain from operations. Unaudited statutory surplus and net gain from operations for the year ended December 31, 2008 were $51,432 and $7,286, respectively. The Company may pay up to $5,143 (unaudited) of dividends in 2009 without the approval of the Insurance Commissioner.

10. Other Comprehensive Income (Loss)

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2008:

	Year Ended December 31, 2008
	Before-tax Amount			Tax (Expense) Benefit				Net-of-tax Amount
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding gains (losses) arising during the year	($	37,817	)		$	13,236		($	24,581	)
Less: reclassification adjustment for (gains) losses realized in net income		237				(83	)		154
Net unrealized gains (losses)		(37,580	)			13,153			(24,427	)
Reserve, DAC and VOBA adjustment		191				(67	)		124
Other comprehensive income (loss)	($	37,389	)		$	13,086		($	24,303	)

26

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2007:

	Year Ended December 31, 2007
	Before-tax Amount				Tax (Expense) Benefit				Net-of-tax Amount
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding gains (losses) arising during the year		$	3,196			($	1,119	)		$	2,077
Less: reclassification adjustment for (gains) losses realized in net income			(574	)			201				(373	)
Net unrealized gains (losses)			2,622				(918	)			1,704
Reserve, DAC and VOBA adjustment			202				(70	)			132
Other comprehensive income (loss)		$	2,824			($	988	)		$	1,836

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2006:

	Year Ended December 31, 2006
	Before-tax Amount				Tax (Expense) Benefit				Net-of-tax Amount
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding gains (losses) arising during the year		($	848	)		$	297			($	551	)
Less: reclassification adjustment for (gains) losses realized in net income			228				(80	)			148
Net unrealized gains (losses)			(620	)			217				(403	)
Reserve, DAC and VOBA adjustment			768				(269	)			499
Other comprehensive income (loss)		$	148			($	52	)		$	96

11. Net Investment Income and Net Realized Gains (Losses) on Investments

The following table summarizes net investment income for the years ended December 31, 2008, 2007 and 2006.

	Year Ended December 31,
	2008			2007			2006
Investment income:
Fixed maturity and short-term investments	$	24,605		$	22,396		$	21,642
Mortgage loans on real estate		5,389			5,661			5,862
Policy loans		824			933			744
Other		810			(148	)		141
		31,628			28,842			28,389
Investment expenses		(627	)		(1,194	)		(623	)
Net investment income	$	31,001		$	27,648		$	27,766

27

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The following table summarizes net realized gains (losses) on investments for the years ended December 31, 2008, 2007 and 2006.

	Year Ended December 31,
	2008			2007			2006
Net realized gains (losses):
Fixed maturity and short-term investments	($	5,316	)	$	760		($	339	)
Equity investments		(41	)		(47	)		—
Mortgage loans on real estate		219			454			441
Other		(77	)		(30	)		(25	)
Net realized gains (losses) on investments	($	5,215	)	$	1,137		$	77

12. General Insurance Expenses

The following table summarizes the components of general insurance expenses for the years ended December 31, 2008, 2007 and 2006:

	Year Ended December 31,
	2008			2007			2006
Compensation	$	5,003		$	4,382		$	2,352
Commissions		2,870			3,994			3,962
Premium and other taxes		322			90			403
Capitalization of DAC		(2,423	)		(3,679	)		(3,504	)
Other		237			152			209
Total general insurance expenses	$	6,009		$	4,939		$	3,422

13. Federal Income Taxes

The provision for income taxes is comprised of the following:

	Year Ended December 31,
	2008			2007			2006
Current	$	4,767		$	3,690		$	3,042
Deferred		(2,059	)		(1,303	)		103
Total income tax provision	$	2,708		$	2,387		$	3,145

28

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate from continuing operations for the years ended December 31, 2008, 2007 and 2006.

	Year Ended December 31,
	2008			2007			2006
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Income tax effect of:
State income taxes net of federal benefit		4.2			3.8			4.9
Provision for participating policies		6.0			2.4			(1.6	)
Prior year tax adjustment		(10.8	)		(13.2	)		—
Other, net		(0.5	)		0.4			(1.6	)
Effective federal income tax rate from continuing operations		33.9	%		28.4	%		36.7	%

The large decreases in prior year tax adjustments are due to the analysis of deferred income taxes and other tax related accounts.

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The income tax effect of temporary differences, which give rise to the deferred tax assets and liabilities as of December 31, 2008 and 2007 are as follows:

	December 31,
	2008				2007
	Deferred Tax Asset		Deferred Tax Liability		Deferred Tax Asset			Deferred Tax Liability
Policyholder reserves	$	7,332	$	—	$	10,959		$	—
Deferred acquisition costs		109		—		—			1,019
Investment assets		9,809		—		—			7,109
Premiums receivable		940		—		798			—
Other		880		—		(417	)		—
Total deferred taxes	$	19,070	$	—	$	11,340		$	8,128

Amounts presented for investment assets above include $12,326 and $(1,303) related to the unrealized (gains) losses on the Company’s fixed maturity and equity investments, which are classified as available-for-sale at December 31, 2008 and 2007, respectively.

The Company adopted the provisions of FASB Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on January 1, 2007. The Company did not recognize an increase in the liability for unrecognized tax benefits for the year ended December 31, 2008. A reconciliation of unrecognized tax benefits for the years ended December 31, 2008 and 2007 is as follows:

Balance, January 1, 2007	$	—
Additions for tax positions in prior years		166
Balance, December 31, 2007		166
Additions for tax positions in the current year		—
Balance, December 31, 2008	$	166

29

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006
(Dollars in Thousands, Except Share Amounts)

Included in the balance at December 31, 2008 are $166 of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest, the disallowance of the shorter deductibility period would not affect the annual effective rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in current income tax expense. During the year ended December 31, 2008, the Company recognized approximately $18 in interest and penalties related to uncertain tax positions. The company had approximately $29 accrued for the payment of interest and penalties at December 31, 2008.

The Company files income tax returns in the U.S federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S federal, state and local income tax examinations by tax authorities for years 2004 and prior. The Company has been notified by the IRS that they will soon begin examination, however the specific companies and tax years to be audited have not been determined. The Company does not expect significant increases or decreases to the unrecognized tax benefits in 2009. Also, the Company does not expect significant increases or decreases relating to state and local audits.

Included in other assets at December 31, 2008 is a current income tax receivable in the amount of $462 and included in other liabilities at December 31, 2007 is a current tax payable of $2,200, related to the separate federal income tax returns.

Prior to the merger of the Company and CLNY, the Company and GWL&A Financial, parent company of GWL&A, had entered into an income tax allocation agreement whereby GWL&A Financial files a consolidated federal income tax return on behalf of a group that includes the Company. Under the agreement, the Company is responsible for and will receive the benefits of any income tax liability or benefit computed on a separate income tax return basis. Prior to the merger of the Company and CLNY, CLNY filed its federal income tax return on a separate basis. The Company and CLNY filed their 2005 income tax returns on these bases. Beginning for its income tax year ended December 31, 2006, the Company files its federal income tax return on a separate basis.

14. Commitments and Contingencies

The Company is involved in various legal proceedings, which arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the resolution of these proceedings are not expected to have a material adverse effect on the Company’s financial position or results of its operations.

The Company makes commitments to fund investments in the normal course of its business. The amounts of these unfunded commitments at December 31, 2008 and 2007 were $1,087 and $9,061, respectively, all of which is due within one year from the dates indicated.

30

Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company

Financial Statements for the Years Ended December 31, 2008 and 2007

and Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Contract Owners of

Variable Annuity -1 Series Account of

First Great-West Life & Annuity Insurance Company

We have audited the accompanying statements of assets and liabilities of Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company (the “Series Account”) comprising the investment divisions as disclosed in Appendix A as of December 31, 2008, and the related statements of operations for the period presented in Appendix A, the statements of changes in net assets for the periods presented in Appendix A, and the financial highlights included in Note 5 for each of the periods presented. These financial statements and financial highlights are the responsibility of the Series Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Series Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series Account's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the investment divisions constituting the Variable Annuity -1 Series Account of First Great-West Life & Annuity Insurance Company as of December 31, 2008, the results of their operations for the periods presented, the changes in their net assets for each of the periods presented, and the financial highlights for the periods presented in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

March 31, 2009

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A

	Statements of Assets	Statements of	Statements of Changes
Investment Division	and Liabilities	Operations	in Net Assets
	As Of	Period	Periods
SELECT ANNUITY
AIM V.I. Core Equity Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
AIM V.I. High Yield Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
AIM V.I. International Growth Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
AIM V.I. Technology Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alger American LargeCap Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alger American MidCap Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS Growth & Income Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS International Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS International Value Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS Small/Midcap Value Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Alliance-Bernstein VPS Utility Income Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
American Century VP Balanced Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
American Century VP International Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
American Century VP Value Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Delaware VIP Growth Opportunities Series	N/A	Period from May 1, 2008 to December 29, 2008	Period from May 1, 2008 to December 29, 2008 and Year Ended December 31, 2007
Delaware VIP Small Cap Value Series	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Dreyfus IP MidCap Stock Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Dreyfus VIF Appreciation Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Dreyfus VIF Developing Leaders Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Dreyfus VIF Growth & Income Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

	Statements of Assets	Statements of	Statements of Changes
Investment Division	and Liabilities	Operations	in Net Assets
	As Of	Period	Periods

DWS Blue Chip VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Capital Growth VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Dreman High Return Equity VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Dreman Small Mid Cap Value VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Growth & Income VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Health Care VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Large Cap Value VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
DWS Small Cap Index VIP Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Federated American Leaders Fund II	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Federated Capital Income Fund II	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Federated Fund for U.S. Government Securities II	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Franklin Small Cap Value Securities Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Janus Aspen Balanced Portfolio Institutional Shares	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Janus Aspen Balanced Portfolio Service Shares	December 31, 2008	Year Ended December 31, 2008	Year Ended December 31, 2008 and Period from May 1, 2007 to December 31, 2007
Janus Aspen Flexible Bond Portfolio Institutional Shares	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Janus Aspen Flexible Bond Portfolio Service Shares	December 31, 2008	Year Ended December 31, 2008	Year Ended December 31, 2008 and Period from May 1, 2007 to December 31, 2007
Janus Aspen Growth & Income Portfolio Institutional Shares	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Janus Aspen Growth & Income Portfolio Service Shares	December 31, 2008	Year Ended December 31, 2008	Year Ended December 31, 2008 and Period from May 1, 2007 to December 31, 2007
Janus Aspen International Growth Portfolio Institutional Shares	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

	Statements of Assets	Statements of	Statements of Changes
Investment Division	and Liabilities	Operations	in Net Assets
	As Of	Period	Periods

Janus Aspen International Growth Portfolio Service Shares	December 31, 2008	Year Ended December 31, 2008	Year Ended December 31, 2008 and Period from May 1, 2007 to December 31, 2007
Janus Aspen Large Cap Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Janus Aspen Worldwide Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
LVIP Baron Growth Opportunities Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
MFS VIT Utility Series	December 31, 2008	Period from May 1, 2008 to December 31, 2008	Period from May 1, 2008 to December 31, 2008
Neuberger Berman AMT Regency Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
NVIT Mid Cap Index Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Oppenheimer Global Securities Fund/VA	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
PIMCO VIT High Yield Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
PIMCO VIT Low Duration Bond Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
PIMCO VIT Total Return Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Pioneer Fund VCT Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Pioneer Growth Opportunities VCT Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Pioneer Mid Cap Value VCT Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Pioneer Small Cap Value VCT Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Prudential Series Fund Equity Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Schwab MarketTrack Growth Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Schwab Money Market Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Schwab S&P 500 Index Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Third Avenue Value Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Universal Institutional Fund U.S. Real Estate Portfolio	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Van Kampen LIT ComStock	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Van Kampen LIT Growth & Income	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Wells Fargo Advantage VT Small/Midcap Value Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008
Wells Fargo Advantage VT Opportunity Fund	December 31, 2008	Year Ended December 31, 2008	Two Years Ended December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

	Statements of Assets	Statements of	Statements of Changes
Investment Division	and Liabilities	Operations	in Net Assets
	As Of	Period	Periods

ONESOURCE ANNUITY
Aim V.I. International Growth Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Alger American Largecap Growth Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Alger American Midcap Growth Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Alliance-Bernstein VPS International Growth Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Alliance-Bernstein VPS International Value Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Alliance-Bernstein VPS Real Estate Investment Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
American Century VP Balanced Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
American Century VP Value Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Delaware VIP Growth Opportunities Series	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Delaware VIP Small Cap Value Series	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Dreyfus VIF Appreciation Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
DWS Dreman Small Mid Cap Value VIP Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
DWS Health Care VIP Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
DWS Large Cap Value VIP Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
DWS Small Cap Index VIP Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Federated Fund For U.S. Government Securities II	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

	Statements of Assets	Statements of	Statements of Changes
Investment Division	and Liabilities	Operations	in Net Assets
	As Of	Period	Periods

Franklin Small Cap Value Securities Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Janus Aspen Balanced Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Janus Aspen Flexible Bond Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Janus Aspen Growth & Income Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
MFS VIT Utility Series	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
NVIT Mid Cap Index Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Oppenheimer International Growth Fund/VA	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Pimco VIT High Yield Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Pimco VIT Low Duration Bond Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Pimco VIT Total Return Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Pioneer Emerging Markets VCT Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Pioneer Small Cap Value VCT Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Schwab Money Market Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Concluded)

Investment Division	Statements of Assets and Liabilities	Statements of Operations	Statements of Changes in Net Assets
	As Of	Period	Periods
Schwab S&P 500 Index Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Seligman Communications & Information Fund	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008
Third Avenue Value Portfolio	December 31, 2008	Period from May 8, 2008 to December 31, 2008	Period from May 8, 2008 to December 31, 2008

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			AIM V.I. CORE EQUITY FUND		AIM V.I. HIGH YIELD FUND		AIM V.I. INTERNATIONAL GROWTH FUND		AIM V.I. TECHNOLOGY FUND		ALGER AMERICAN LARGECAP GROWTH PORTFOLIO		ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	401,113	$	82,960	$	85,728	$	176,419	$	1,035,376	$	325,484
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company		15,741		22,501						2,817
	Total assets		416,854		105,461		85,728		176,419		1,038,193		325,484
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		45		9		10		20		117		36
	Total liabilities		45		9		10		20		117		36
NET ASSETS		$	416,809	$	105,452	$	85,718	$	176,399	$	1,038,076	$	325,448
NET ASSETS REPRESENTED BY:
	Accumulation units	$	401,068	$	77,308	$	85,718	$	176,399	$	1,031,203	$	325,448
	Contracts in payout phase		15,741		28,144						6,873
NET ASSETS		$	416,809	$	105,452	$	85,718	$	176,399	$	1,038,076	$	325,448
ACCUMULATION UNITS OUTSTANDING			31,777		7,840		11,487		114,256		92,005		38,654
UNIT VALUE (ACCUMULATION)		$	12.62	$	9.86	$	7.46	$	1.54	$	11.21	$	8.42
(1)	Cost of investments:	$	459,700	$	132,102	$	123,769	$	293,682	$	1,784,752	$	931,340
	Shares of investments:		20,310		22,482		4,399		21,052		39,100		46,234
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO		ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	87,420	$	59,283	$	965,682	$	541,656	$	95,053	$	129,812
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company
	Total assets		87,420		59,283		965,682		541,656		95,053		129,812
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		10		7		109		61		11		15
	Total liabilities		10		7		109		61		11		15
NET ASSETS		$	87,410	$	59,276	$	965,573	$	541,595	$	95,042	$	129,797
NET ASSETS REPRESENTED BY:
	Accumulation units	$	87,410	$	59,276	$	965,573	$	541,595	$	95,042	$	129,797
	Contracts in payout phase
NET ASSETS		$	87,410	$	59,276	$	965,573	$	541,595	$	95,042	$	129,797
ACCUMULATION UNITS OUTSTANDING			12,784		9,355		105,867		98,568		14,093		9,193
UNIT VALUE (ACCUMULATION)		$	6.84	$	6.34	$	9.12	$	5.49	$	6.74	$	14.12
(1)	Cost of investments:	$	151,162	$	102,743	$	2,063,537	$	1,106,558	$	153,409	$	197,725
	Shares of investments:		6,673		4,498		77,131		49,019		9,582		7,915
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP INTERNATIONAL FUND		AMERICAN CENTURY VP VALUE FUND		DELAWARE VIP SMALL CAP VALUE SERIES		DREYFUS IP MIDCAP STOCK PORTFOLIO		DREYFUS VIF APPRECIATION PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	469,364	$	315,703	$	937,253	$	309,419	$	33,569	$	528,475
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company
	Total assets		469,364		315,703		937,253		309,419		33,569		528,475
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		53		36		105		34		4		58
	Total liabilities		53		36		105		34		4		58
NET ASSETS		$	469,311	$	315,667	$	937,148	$	309,385	$	33,565	$	528,417
NET ASSETS REPRESENTED BY:
	Accumulation units	$	469,311	$	315,667	$	937,148	$	309,385	$	33,565	$	528,417
	Contracts in payout phase
NET ASSETS		$	469,311	$	315,667	$	937,148	$	309,385	$	33,565	$	528,417
ACCUMULATION UNITS OUTSTANDING			43,770		27,631		87,394		26,842		3,766		63,545
UNIT VALUE (ACCUMULATION)		$	10.72	$	11.42	$	10.72	$	11.53	$	8.91	$	8.32
(1)	Cost of investments:	$	627,333	$	486,337	$	1,553,060	$	460,319	$	68,165	$	701,842
	Shares of investments:		88,895		53,149		200,268		16,600		4,276		18,299
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			DREYFUS VIF DEVELOPING LEADERS PORTFOLIO		DREYFUS VIF GROWTH & INCOME PORTFOLIO		DWS BLUE CHIP VIP PORTFOLIO		DWS CAPITAL GROWTH VIP PORTFOLIO		DWS DREMAN HIGH RETURN EQUITY VIP PORTFOLIO		DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	8,977	$	68,869	$	24,553	$	275,105	$	137,014	$	211,558
	Investment income due and accrued				285
	Due from First Great West Life & Annuity Insurance Company
	Total assets		8,977		69,154		24,553		275,105		137,014		211,558
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		1		8		3		31		15		26
	Total liabilities		1		8		3		31		15		26
NET ASSETS		$	8,976	$	69,146	$	24,550	$	275,074	$	136,999	$	211,532
NET ASSETS REPRESENTED BY:
	Accumulation units	$	8,976	$	69,146	$	24,550	$	275,074	$	136,999	$	211,532
	Contracts in payout phase
NET ASSETS		$	8,976	$	69,146	$	24,550	$	275,074	$	136,999	$	211,532
ACCUMULATION UNITS OUTSTANDING			1,187		9,900		3,640		37,324		20,694		29,597
UNIT VALUE (ACCUMULATION)		$	7.56	$	6.98	$	6.74	$	7.37	$	6.62	$	7.15
(1)	Cost of investments:	$	18,766	$	109,948	$	31,348	$	388,833	$	287,091	$	276,157
	Shares of investments:		472		5,190		3,387		20,303		22,063		26,678
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			DWS GROWTH & INCOME VIP PORTFOLIO		DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED AMERICAN LEADERS FUND II		FEDERATED CAPITAL INCOME FUND II
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	102,382	$	45,018	$	154,907	$	271,873	$	285,413	$	78,478
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company		2,937								35,395
	Total assets		105,319		45,018		154,907		271,873		320,808		78,478
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		12		5		17		30		32		9
	Total liabilities		12		5		17		30		32		9
NET ASSETS		$	105,307	$	45,013	$	154,890	$	271,843	$	320,776	$	78,469
NET ASSETS REPRESENTED BY:
	Accumulation units	$	98,142	$	45,013	$	154,890	$	271,843	$	285,381	$	78,469
	Contracts in payout phase		7,165								35,395
NET ASSETS		$	105,307	$	45,013	$	154,890	$	271,843	$	320,776	$	78,469
ACCUMULATION UNITS OUTSTANDING			16,112		4,923		18,271		23,686		26,610		7,650
UNIT VALUE (ACCUMULATION)		$	6.09	$	9.14	$	8.48	$	11.48	$	10.72	$	10.26
(1)	Cost of investments:	$	167,836	$	52,448	$	228,403	$	452,159	$	585,393	$	94,781
	Shares of investments:		19,997		4,764		17,366		31,503		35,063		10,825
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FRANKLIN SMALL CAP VALUE SECURITIES FUND		JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	2,048,296	$	115,399	$	725,096	$	362,908	$	993,267	$	653,493
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company
	Total assets		2,048,296		115,399		725,096		362,908		993,267		653,493
LIABILITIES:
	Redemptions payable		459								471
	Due to First Great West Life & Annuity Insurance Company		238		11		83		25		115		76
	Total liabilities		697		11		83		25		586		76
NET ASSETS		$	2,047,599	$	115,388	$	725,013	$	362,883	$	992,681	$	653,417
NET ASSETS REPRESENTED BY:
	Accumulation units	$	2,047,599	$	115,388	$	725,013	$	362,883	$	992,681	$	653,417
	Contracts in payout phase
NET ASSETS		$	2,047,599	$	115,388	$	725,013	$	362,883	$	992,681	$	653,417
ACCUMULATION UNITS OUTSTANDING			122,075		17,618		60,157		41,841		63,779		59,841
UNIT VALUE (ACCUMULATION)		$	16.77	$	6.55	$	12.05	$	8.67	$	15.56	$	10.92
(1)	Cost of investments:	$	2,018,116	$	168,912	$	844,696	$	413,383	$	980,865	$	643,687
	Shares of investments:		178,890		10,938		31,664		15,280		85,479		53,043
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES		JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO SERVICE SHARES		JANUS ASPEN LARGE CAP GROWTH PORTFOLIO		JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	350,605	$	326,034	$	505,875	$	493,850	$	355,438	$	455,505
	Investment income due and accrued
	Due from First Great West Life & Annuity Insurance Company										2,885
	Total assets		350,605		326,034		505,875		493,850		358,323		455,505
LIABILITIES:
	Redemptions payable						47
	Due to First Great West Life & Annuity Insurance Company		40		37		57		56		40		52
	Total liabilities		40		37		104		56		40		52
NET ASSETS		$	350,565	$	325,997	$	505,771	$	493,794	$	358,283	$	455,453
NET ASSETS REPRESENTED BY:
	Accumulation units	$	350,565	$	325,997	$	505,771	$	493,794	$	351,245	$	455,453
	Contracts in payout phase										7,038
NET ASSETS		$	350,565	$	325,997	$	505,771	$	493,794	$	358,283	$	455,453
ACCUMULATION UNITS OUTSTANDING			38,371		54,825		34,792		87,610		33,563		45,739
UNIT VALUE (ACCUMULATION)		$	9.14	$	5.95	$	14.54	$	5.64	$	10.47		9.96
(1)	Cost of investments:	$	559,654	$	538,226	$	981,909	$	1,096,092	$	477,686	$	568,868
	Shares of investments:		30,303		28,010		19,140		18,987		22,496		23,638
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			LVIP BARON GROWTH OPPORTUNITIES FUND		MFS VIT UTILITY SERIES		NEUBERGER BERMAN AMT REGENCY PORTFOLIO		NVIT MID CAP INDEX FUND		OPPENHEIMER GLOBAL SECURITIES FUND/VA		PIMCO VIT HIGH YIELD FUND
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	732,500	$	2,740	$	18,089	$	219,983	$	823,985	$	670,138
	Investment income due and accrued												4,131
	Due from First Great West Life & Annuity Insurance Company
	Total assets		732,500		2,740		18,089		219,983		823,985		674,269
LIABILITIES:
	Redemptions payable		44
	Due to First Great West Life & Annuity Insurance Company		82				2		24		93		76
	Total liabilities		126				2		24		93		76
NET ASSETS		$	732,374	$	2,740	$	18,087	$	219,959	$	823,892	$	674,193
NET ASSETS REPRESENTED BY:
	Accumulation units	$	732,374	$	2,740	$	18,087	$	219,959	$	823,892	$	674,193
	Contracts in payout phase
NET ASSETS		$	732,374	$	2,740	$	18,087	$	219,959	$	823,892	$	674,193
ACCUMULATION UNITS OUTSTANDING			60,020		434		3,233		20,369		67,891		67,407
UNIT VALUE (ACCUMULATION)		$	12.20	$	6.31	$	5.59	$	10.80	$	12.14		10.00
(1)	Cost of investments:	$	1,214,538	$	4,322	$	36,309	$	357,452	$	1,355,436	$	818,177
	Shares of investments:		42,304		152		1,962		19,641		40,771		118,399
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			PIMCO VIT LOW DURATION BOND FUND		PIMCO VIT TOTAL RETURN FUND		PIONEER FUND VCT PORTFOLIO		PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO		PIONEER MID CAP VALUE VCT PORTFOLIO		PIONEER SMALL CAP VALUE VCT PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	1,416,203	$	3,394,125	$	160,898	$	144,184	$	46,542	$	173,022
	Investment income due and accrued		5,809		12,554
	Due from First Great West Life & Annuity Insurance Company
	Total assets		1,422,012		3,406,679		160,898		144,184		46,542		173,022
LIABILITIES:
	Redemptions payable
	Due to First Great West Life & Annuity Insurance Company		164		394		18		16		5		19
	Total liabilities		164		394		18		16		5		19
NET ASSETS		$	1,421,848	$	3,406,285	$	160,880	$	144,168	$	46,537	$	173,003
NET ASSETS REPRESENTED BY:
	Accumulation units	$	1,421,848	$	3,406,285	$	160,880	$	144,168	$	46,537	$	173,003
	Contracts in payout phase
NET ASSETS		$	1,421,848	$	3,406,285	$	160,880	$	144,168	$	46,537	$	173,003
ACCUMULATION UNITS OUTSTANDING			130,733		293,469		16,809		15,982		6,384		16,507
UNIT VALUE (ACCUMULATION)		$	10.88	$	11.61	$	9.57	$	9.02	$	7.29		10.48
(1)	Cost of investments:	$	1,481,765	$	3,398,942	$	245,906	$	270,026	$	77,965	$	252,381
	Shares of investments:		146,302		329,207		10,094		10,890		3,992		25,296
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			PRUDENTIAL SERIES FUND EQUITY PORTFOLIO		SCHWAB MARKETTRACK GROWTH PORTFOLIO		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO		THIRD AVENUE VALUE PORTFOLIO		UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO
Schwab Select Annuity:
ASSETS:
	Investments at market value (1)	$	61,847	$	520,251	$	11,261,698	$	4,173,492	$	782,947	$	820,100
	Investment income due and accrued						15,489
	Due from First Great West Life & Annuity Insurance Company				4,519		1,907		13,545
	Total assets		61,847		524,770		11,279,094		4,187,037		782,947		820,100
LIABILITIES:
	Redemptions payable						45		71
	Due to First Great West Life & Annuity Insurance Company		7		59		1,330		470		89		90
	Total liabilities		7		59		1,375		541		89		90
NET ASSETS		$	61,840	$	524,711	$	11,277,719	$	4,186,496	$	782,858	$	820,010
NET ASSETS REPRESENTED BY:
	Accumulation units	$	61,840	$	513,685	$	11,202,010	$	4,153,448	$	782,858	$	820,010
	Contracts in payout phase				11,026		75,709		33,048
NET ASSETS		$	61,840	$	524,711	$	11,277,719	$	4,186,496	$	782,858	$	820,010
ACCUMULATION UNITS OUTSTANDING			8,040		39,639		836,784		360,315		143,972		45,472
UNIT VALUE (ACCUMULATION)		$	7.69	$	12.96	$	13.39	$	11.53	$	5.44		18.03
(1)	Cost of investments:	$	101,794	$	755,733	$	11,261,698	$	6,046,831	$	1,604,166	$	1,833,352
	Shares of investments:		3,755		46,912		11,261,698		316,653		65,191		99,890
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			VAN KAMPEN LIT COMSTOCK		VAN KAMPEN LIT GROWTH & INCOME		WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND		WELLS FARGO ADVANTAGE VT SMALL/MIDCAP VALUE FUND		TOTAL SCHWAB SELECT ANNUITY
Schwab Select Annuity:											(UNAUDITED)
ASSETS:
	Investments at market value (1)	$	153,653	$	266,227	$	70,911	$	129,293	$	41,672,510
	Investment income due and accrued										38,268
	Due from First Great West Life & Annuity Insurance Company								4,011		106,258
	Total assets		153,653		266,227		70,911		133,304		41,817,036
LIABILITIES:
	Redemptions payable										1,137
	Due to First Great West Life & Annuity Insurance Company		17		30		8		14		4,766
	Total liabilities		17		30		8		14		5,903
NET ASSETS		$	153,636	$	266,197	$	70,903	$	133,290	$	41,811,133
NET ASSETS REPRESENTED BY:
	Accumulation units	$	153,636	$	266,197	$	70,903	$	123,504	$	41,581,208
	Contracts in payout phase								9,786		229,925
NET ASSETS		$	153,636	$	266,197	$	70,903	$	133,290	$	41,811,133
ACCUMULATION UNITS OUTSTANDING			20,272		30,535		10,846		14,906
UNIT VALUE (ACCUMULATION)		$	7.58	$	8.72	$	6.54	$	8.29
(1)	Cost of investments:	$	272,553	$	410,266	$	140,274	$	285,856	$	55,608,534
	Shares of investments:		18,625		19,376		6,979		26,120
The accompanying notes are an integral part of these financial statements.											(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			AIM V.I. CORE EQUITY FUND		AIM V.I. HIGH YIELD FUND		AIM V.I. INTERNATIONAL GROWTH FUND		AIM V.I. TECHNOLOGY FUND		ALGER AMERICAN LARGECAP GROWTH PORTFOLIO		ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	11,446	$	10,476	$	661	$	0	$	3,615	$	1,118
EXPENSES:
	Mortality and expense risk		5,114		932		875		2,192		14,856		6,266
NET INVESTMENT INCOME (LOSS)			6,332		9,544		(214)		(2,192)		(11,241)		(5,148)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		28,569		(2,211)		(30,650)		32,498		49,628		(152,313)
	Realized gain distributions		0		0		1,598		0		0		232,098
	Net realized gain (loss)		28,569		(2,211)		(29,052)		32,498		49,628		79,785
	Change in net unrealized depreciation on investments		(231,213)		(37,293)		(35,519)		(178,724)		(1,107,272)		(682,719)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(196,312)	$	(29,960)	$	(64,785)	$	(148,418)	$	(1,068,885)	$	(608,082)
INVESTMENT INCOME RATIO (2008)			1.91%		9.56%		0.64%				0.21%		0.15%
INVESTMENT INCOME RATIO (2007)			1.05%		5.79%		0.46%				0.28%
INVESTMENT INCOME RATIO (2006)			1.68%		7.89%		1.33%				0.13%
INVESTMENT INCOME RATIO (2005)			0.36%		7.15%						0.23%
INVESTMENT INCOME RATIO (2004)			0.81%		15.18%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO		ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	1,585	$	0	$	0	$	9,826	$	1,199	$	8,505
EXPENSES:
	Mortality and expense risk		940		1,693		13,039		7,957		1,317		2,783
NET INVESTMENT INCOME (LOSS)			645		(1,693)		(13,039)		1,869		(118)		5,722
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		(15,484)		(48,684)		(206,194)		(207,630)		(29,396)		(100,441)
	Realized gain distributions		13,497		0		29,778		54,194		17,053		34,727
	Net realized loss		(1,987)		(48,684)		(176,416)		(153,436)		(12,343)		(65,714)
	Change in net unrealized depreciation on investments		(61,606)		(38,743)		(800,316)		(555,945)		(51,498)		(89,027)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(62,948)	$	(89,120)	$	(989,771)	$	(707,512)	$	(63,959)	$	(149,019)
INVESTMENT INCOME RATIO (2008)			1.44%						1.05%		0.78%		2.60%
INVESTMENT INCOME RATIO (2007)			1.31%				1.87%		1.41%		1.94%		3.74%
INVESTMENT INCOME RATIO (2006)							0.94%		0.03%				1.19%
INVESTMENT INCOME RATIO (2005)													1.74%
INVESTMENT INCOME RATIO (2004)													2.10%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP INTERNATIONAL FUND		AMERICAN CENTURY VP VALUE FUND		DELAWARE VIP GROWTH OPPORTUNITIES SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DREYFUS IP MIDCAP STOCK PORTFOLIO
Schwab Select Annuity:									(1)
INVESTMENT INCOME:
	Dividends	$	14,857	$	4,828	$	28,894	$	0	$	3,619	$	498
EXPENSES:
	Mortality and expense risk		4,750		4,429		9,975		0		4,202		461
NET INVESTMENT INCOME (LOSS)			10,107		399		18,919		0		(583)		37
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(7,797)		40,423		(61,341)		(9,607)		(101,601)		(7,809)
	Realized gain distributions		43,047		56,712		153,398		0		31,704		8,075
	Net realized gain (loss)		35,250		97,135		92,057		(9,607)		(69,897)		266
	Change in net unrealized depreciation on investments		(171,716)		(366,686)		(477,650)		9,607		(80,771)		(26,665)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(126,359)	$	(269,152)	$	(366,674)	$	0	$	(151,251)	$	(26,362)
INVESTMENT INCOME RATIO (2008)			2.66%		0.93%		2.47%				0.73%		0.92%
INVESTMENT INCOME RATIO (2007)			1.73%		0.70%		1.41%				0.57%		0.43%
INVESTMENT INCOME RATIO (2006)			1.72%		1.51%		1.07%				0.16%		0.41%
INVESTMENT INCOME RATIO (2005)			1.56%		1.21%		1.14%				0.28%		0.04%
INVESTMENT INCOME RATIO (2004)			1.02%		0.52%		0.74%				0.31%		0.48%
(1)	The portfolio ceased operations on January 2,2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			DREYFUS VIF APPRECIATION PORTFOLIO		DREYFUS VIF DEVELOPING LEADERS PORTFOLIO		DREYFUS VIF GROWTH & INCOME PORTFOLIO		DWS BLUE CHIP VIP PORTFOLIO		DWS CAPITAL GROWTH VIP PORTFOLIO		DWS DREMAN HIGH RETURN EQUITY VIP PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	11,457	$	151	$	692	$	6,359	$	3,163	$	7,103
EXPENSES:
	Mortality and expense risk		5,115		121		951		2,203		2,876		1,825
NET INVESTMENT INCOME (LOSS)			6,342		30		(259)		4,156		287		5,278
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(10,869)		(2,215)		329		(152,809)		(24,020)		(30,237)
	Realized gain distributions		42,681		911		14,572		69,272		0		44,854
	Net realized gain (loss)		31,812		(1,304)		14,901		(83,537)		(24,020)		14,617
	Change in net unrealized depreciation on investments		(249,620)		(4,407)		(70,561)		3,200		(114,248)		(143,237)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(211,466)	$	(5,681)	$	(55,919)	$	(76,181)	$	(137,981)	$	(123,342)
INVESTMENT INCOME RATIO (2008)			1.91%		1.06%		0.62%		2.46%		0.94%		3.32%
INVESTMENT INCOME RATIO (2007)			1.49%		0.75%		0.76%		1.21%		0.43%		1.23%
INVESTMENT INCOME RATIO (2006)			1.10%		0.44%		0.80%				0.62%		0.81%
INVESTMENT INCOME RATIO (2005)			0.02%				1.37%				1.01%
INVESTMENT INCOME RATIO (2004)			2.01%		0.20%		1.31%				0.54%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO		DWS GROWTH & INCOME VIP PORTFOLIO		DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED AMERICAN LEADERS FUND II
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	5,324	$	2,822	$	104	$	4,156	$	5,564	$	6,888
EXPENSES:
	Mortality and expense risk		2,911		1,183		625		1,719		3,013		3,170
NET INVESTMENT INCOME (LOSS)			2,413		1,639		(521)		2,437		2,551		3,718
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(216,974)		3,480		(31,641)		(64,965)		(8,156)		(11,503)
	Realized gain distributions		130,272		33,258		5,574		54,237		35,384		106,582
	Net realized gain (loss)		(86,702)		36,738		(26,067)		(10,728)		27,228		95,079
	Change in net unrealized depreciation on investments		(53,687)		(103,403)		(8,805)		(81,371)		(175,594)		(251,174)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(137,976)	$	(65,026)	$	(35,393)	$	(89,662)	$	(145,815)	$	(152,377)
INVESTMENT INCOME RATIO (2008)			1.56%		2.03%		0.14%		2.06%		1.57%		1.85%
INVESTMENT INCOME RATIO (2007)			0.76%		1.32%				0.68%		0.87%		1.78%
INVESTMENT INCOME RATIO (2006)					1.01%				1.06%		0.69%		1.54%
INVESTMENT INCOME RATIO (2005)					1.31%						0.64%		1.56%
INVESTMENT INCOME RATIO (2004)					0.75%						0.40%		1.35%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			FEDERATED CAPITAL INCOME FUND II		FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FRANKLIN SMALL CAP VALUE SECURITIES FUND		JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	5,187	$	96,944	$	1,778	$	26,598	$	5,160	$	46,142
EXPENSES:
	Mortality and expense risk		778		16,650		1,601		8,704		1,596		9,163
NET INVESTMENT INCOME			4,409		80,294		177		17,894		3,564		36,979
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(19)		(10,758)		(22,399)		16,722		(4,270)		(14,146)
	Realized gain distributions		0		0		12,309		75,877		14,214		0
	Net realized gain (loss)		(19)		(10,758)		(10,090)		92,599		9,944		(14,146)
	Change in net unrealized appreciation (depreciation) on investments		(25,318)		(3,800)		(46,121)		(278,962)		(55,683)		26,814
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(20,928)	$	65,736	$	(56,034)	$	(168,469)	$	(42,175)	$	49,647
INVESTMENT INCOME RATIO (2008)			5.67%		4.95%		0.95%		2.60%		2.75%		4.28%
INVESTMENT INCOME RATIO (2007)			5.54%		4.11%		0.36%		2.52%		1.36%		4.34%
INVESTMENT INCOME RATIO (2006)			5.74%		4.26%				2.69%				4.87%
INVESTMENT INCOME RATIO (2005)			5.43%		4.20%				2.31%				4.82%
INVESTMENT INCOME RATIO (2004)			4.95%		4.55%				4.37%				5.66%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES		JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO SERVICE SHARES		JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	18,749	$	5,511	$	3,672	$	29,643	$	23,461	$	3,844
EXPENSES:
	Mortality and expense risk		2,932		4,658		3,801		9,120		8,601		4,393
NET INVESTMENT INCOME (LOSS)			15,817		853		(129)		20,523		14,860		(549)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		3,743		(10,416)		(25,632)		33,731		(178,276)		2,737
	Realized gain distributions		0		0		0		152,451		125,755		0
	Net realized gain (loss)		3,743		(10,416)		(25,632)		186,182		(52,521)		2,737
	Change in net unrealized appreciation (depreciation) on investments		4,736		(260,589)		(207,118)		(866,245)		(640,552)		(248,645)
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	24,296	$	(270,152)	$	(232,879)	$	(659,540)	$	(678,213)	$	(246,457)
INVESTMENT INCOME RATIO (2008)			5.43%		1.01%		0.82%		2.77%		2.33%		0.75%
INVESTMENT INCOME RATIO (2007)			4.02%		2.00%		1.54%		0.66%		0.36%		0.70%
INVESTMENT INCOME RATIO (2006)					1.85%				1.96%				0.46%
INVESTMENT INCOME RATIO (2005)					0.71%				1.32%				0.30%
INVESTMENT INCOME RATIO (2004)					0.87%				0.78%				0.14%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO		LVIP BARON GROWTH OPPORTUNITIES FUND		MFS VIT UTILITY SERIES		NEUBERGER BERMAN AMT REGENCY PORTFOLIO		NVIT MID CAP INDEX FUND		OPPENHEIMER GLOBAL SECURITIES FUND/VA
Schwab Select Annuity:							(1)
INVESTMENT INCOME:
	Dividends	$	8,166	$	0	$	0	$	274	$	3,981	$	20,510
EXPENSES:
	Mortality and expense risk		5,738		9,808		59		260		3,204		10,718
NET INVESTMENT INCOME (LOSS)			2,428		(9,808)		(59)		14		777		9,792
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		10,960		(31,504)		(5,433)		(2,219)		(32,884)		(92,889)
	Realized gain distributions		0		64,208		0		59		24,776		90,115
	Net realized gain (loss)		10,960		32,704		(5,433)		(2,160)		(8,108)		(2,774)
	Change in net unrealized depreciation on investments		(393,791)		(550,053)		(1,582)		(14,312)		(151,599)		(627,019)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(380,403)	$	(527,157)	$	(7,074)	$	(16,458)	$	(158,930)	$	(620,001)
INVESTMENT INCOME RATIO (2008)			1.21%						0.90%		1.06%		1.63%
INVESTMENT INCOME RATIO (2007)			0.70%						0.47%		1.18%		1.25%
INVESTMENT INCOME RATIO (2006)			1.72%						0.39%		1.00%		1.17%
INVESTMENT INCOME RATIO (2005)			1.27%								0.73%		0.83%
INVESTMENT INCOME RATIO (2004)			1.01%								0.35%		0.93%
(1)	The portfolio commenced operations on May 1, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			PIMCO VIT HIGH YIELD FUND		PIMCO VIT LOW DURATION BOND FUND		PIMCO VIT TOTAL RETURN FUND		PIONEER FUND VCT PORTFOLIO		PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO		PIONEER MID CAP VALUE VCT PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	55,801	$	67,980	$	135,570	$	12,591	$	0	$	528
EXPENSES:
	Mortality and expense risk		6,174		14,247		25,840		1,763		1,684		515
NET INVESTMENT INCOME (LOSS)			49,627		53,733		109,730		10,828		(1,684)		13
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(48,066)		(14,436)		37,221		(1,033)		(40,973)		(724)
	Realized gain distributions		1,688		23,304		64,791		0		19,054		4,801
	Net realized gain (loss)		(46,378)		8,868		102,012		(1,033)		(21,919)		4,077
	Change in net unrealized depreciation on investments		(144,179)		(91,632)		(91,946)		(97,886)		(64,494)		(28,363)
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(140,930)	$	(29,031)	$	119,796	$	(88,091)	$	(88,097)	$	(24,273)
INVESTMENT INCOME RATIO (2008)			7.69%		4.06%		4.46%		6.08%				0.87%
INVESTMENT INCOME RATIO (2007)			6.95%		4.76%		4.82%		1.24%				0.13%
INVESTMENT INCOME RATIO (2006)			6.87%		4.18%		4.45%		1.78%
INVESTMENT INCOME RATIO (2005)			6.52%		2.80%		2.03%		1.35%
INVESTMENT INCOME RATIO (2004)			6.41%		1.33%				0.76%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			PIONEER SMALL CAP VALUE VCT PORTFOLIO		PRUDENTIAL SERIES FUND EQUITY PORTFOLIO		SCHWAB MARKETTRACK GROWTH PORTFOLIO		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO		THIRD AVENUE VALUE PORTFOLIO
Schwab Select Annuity:
INVESTMENT INCOME:
	Dividends	$	1,519	$	938	$	16,498	$	204,792	$	118,416	$	10,029
EXPENSES:
	Mortality and expense risk		2,618		858		5,819		87,149		49,492		9,168
NET INVESTMENT INCOME (LOSS)			(1,099)		80		10,679		117,643		68,924		861
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(201,056)		17,794		9,300		0		427,217		(197,166)
	Realized gain distributions		40,615		10,227		27,239		0		0		199,760
	Net realized gain (loss)		(160,441)		28,021		36,539		0		427,217		2,594
	Change in net unrealized depreciation on investments		25,099		(72,796)		(292,894)		0		(3,071,573)		(621,084)
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(136,441)	$	(44,695)	$	(245,676)	$	117,643	$	(2,575,432)	$	(617,629)
INVESTMENT INCOME RATIO (2008)			0.49%		0.93%		2.41%		2.00%		2.04%		0.93%
INVESTMENT INCOME RATIO (2007)			0.71%		0.36%		1.62%		4.60%		1.65%		2.83%
INVESTMENT INCOME RATIO (2006)			0.90%		0.96%		1.43%		4.49%		1.40%		0.46%
INVESTMENT INCOME RATIO (2005)			0.59%		0.75%		1.31%		2.75%		1.75%
INVESTMENT INCOME RATIO (2004)					1.17%		1.25%		0.93%		1.09%
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO		VAN KAMPEN LIT COMSTOCK		VAN KAMPEN LIT GROWTH & INCOME		WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND		WELLS FARGO ADVANTAGE VT SMALL/MIDCAP VALUE FUND		TOTAL SCHWAB SELECT ANNUITY
Schwab Select Annuity:													(UNAUDITED)
INVESTMENT INCOME:
	Dividends	$	48,023	$	5,065	$	7,453	$	1,804	$	0	$	1,141,537
EXPENSES:
	Mortality and expense risk		10,753		1,695		2,978		807		1,726		432,563
NET INVESTMENT INCOME (LOSS)			37,270		3,370		4,475		997		(1,726)		708,974
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(316,364)		(686)		(6,751)		(726)		183		(2,078,838)
	Realized gain distributions		526,678		10,940		12,511		21,292		42,547		2,778,689
	Net realized gain		210,314		10,254		5,760		20,566		42,730		699,851
	Change in net unrealized depreciation on investments		(742,104)		(99,430)		(145,546)		(66,252)		(147,493)		(16,329,075)
NET DECREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(494,520)	$	(85,806)	$	(135,311)	$	(44,689)	$	(106,489)	$	(14,920,250)
INVESTMENT INCOME RATIO (2008)			3.81%		2.55%		2.13%		1.90%
INVESTMENT INCOME RATIO (2007)			1.06%		2.24%		1.74%		0.61%		0.02%
INVESTMENT INCOME RATIO (2006)			0.95%		0.63%		1.17%
INVESTMENT INCOME RATIO (2005)			1.23%								0.39%
INVESTMENT INCOME RATIO (2004)			1.55%
The accompanying notes are an integral part of these financial statements.													(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			AIM V.I. CORE EQUITY FUND				AIM V.I. HIGH YIELD FUND				AIM V.I. INTERNATIONAL GROWTH FUND
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	6,332	$	1,679	$	9,544	$	8,003	$	(214)	$	(903)
	Net realized gain (loss)		28,569		34,523		(2,211)		(2,821)		(29,052)		61,440
	Change in net unrealized appreciation (depreciation) on investments		(231,213)		23,028		(37,293)		(4,471)		(35,519)		(41,046)
	Increase (decrease) in net assets resulting from operations		(196,312)		59,230		(29,960)		711		(64,785)		19,491
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		0		0		9,999
	Redemptions		(61,925)		(123,470)		(13,695)		(25,354)		(10)		(50)
	Transfers, net		(114,118)		(23,400)		0		(36,587)		(96,682)		(378,718)
	Contract maintenance charges		(137)		(102)		(54)		(53)		(7)		(7)
	Adjustments to net assets allocated to contracts in payout phase		(1,812)		6,680		383		6,072
	Decrease in net assets resulting from contract transactions		(177,992)		(140,292)		(13,366)		(55,922)		(96,699)		(368,776)
	Total decrease in net assets		(374,304)		(81,062)		(43,326)		(55,211)		(161,484)		(349,285)
NET ASSETS:
	Beginning of period		791,113		872,175		148,778		203,989		247,202		596,487
	End of period	$	416,809	$	791,113	$	105,452	$	148,778	$	85,718	$	247,202
CHANGES IN UNITS OUTSTANDING:
	Units issued		126		164		261		(287)		8,577		52,624
	Units redeemed		(10,677)		(8,219)		(1,051)		(4,633)		(16,672)		(86,789)
	Net decrease		(10,551)		(8,055)		(790)		(4,920)		(8,095)		(34,165)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			AIM V.I. TECHNOLOGY FUND				ALGER AMERICAN LARGECAP GROWTH PORTFOLIO				ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment loss	$	(2,192)	$	(3,148)	$	(11,241)	$	(12,013)	$	(5,148)	$	(6,437)
	Net realized gain		32,498		35,134		49,628		20,370		79,785		120,579
	Change in net unrealized appreciation (depreciation) on investments		(178,724)		(4,987)		(1,107,272)		327,762		(682,719)		74,958
	Increase (decrease) in net assets resulting from operations		(148,418)		26,999		(1,068,885)		336,119		(608,082)		189,100
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		37,350		3,542		37,131
	Redemptions		(8,867)		(62,647)		(101,715)		(50,771)		(4,183)		(2,990)
	Transfers, net		(1,361)		(1,531)		(835,065)		1,122,973		(411,872)		852,336
	Contract maintenance charges		(62)		(59)		(180)		(165)		(38)		(35)
	Adjustments to net assets allocated to contracts in payout phase						1,434		1,383
	Increase (decrease) in net assets resulting from contract transactions		(10,290)		(64,237)		(935,526)		1,110,770		(412,551)		886,442
	Total increase (decrease) in net assets		(158,708)		(37,238)		(2,004,411)		1,446,889		(1,020,633)		1,075,542
NET ASSETS:
	Beginning of period		335,107		372,345		3,042,487		1,595,598		1,346,081		270,539
	End of period	$	176,399	$	335,107	$	1,038,076	$	3,042,487	$	325,448	$	1,346,081
CHANGES IN UNITS OUTSTANDING:
	Units issued		118,720		21,268		11,517		65,944		4,212		73,890
	Units redeemed		(123,898)		(43,552)		(63,974)		(11,874)		(31,572)		(25,183)
	Net increase (decrease)		(5,178)		(22,284)		(52,457)		54,070		(27,360)		48,707
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO				ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO				ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	645	$	758	$	(1,693)	$	(1,549)	$	(13,039)	$	16,581
	Net realized gain (loss)		(1,987)		5,774		(48,684)		20,211		(176,416)		601,008
	Change in net unrealized depreciation on investments		(61,606)		(2,263)		(38,743)		(6,082)		(800,316)		(380,384)
	Increase (decrease) in net assets resulting from operations		(62,948)		4,269		(89,120)		12,580		(989,771)		237,205
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		0		1,200		16,510
	Redemptions		0		(85,327)		0		0		(45,610)		(58,568)
	Transfers, net		(35,172)		237,836		(107,350)		212,130		254,843		247,822
	Contract maintenance charges		(3)		0		(6)		0		(89)		(58)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		(35,175)		152,509		(107,356)		212,130		210,344		205,706
	Total increase (decrease) in net assets		(98,123)		156,778		(196,476)		224,710		(779,427)		442,911
NET ASSETS:
	Beginning of period		185,533		28,755		255,752		31,042		1,745,000		1,302,089
	End of period	$	87,410	$	185,533	$	59,276	$	255,752	$	965,573	$	1,745,000
CHANGES IN UNITS OUTSTANDING:
	Units issued		5,328		22,340		7,118		54,534		30,936		65,200
	Units redeemed		(8,525)		(8,941)		(20,785)		(34,644)		(22,103)		(52,974)
	Net increase (decrease)		(3,197)		13,399		(13,667)		19,890		8,833		12,226
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO				ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO				ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	1,869	$	5,989	$	(118)	$	2,668	$	5,722	$	18,028
	Net realized gain (loss)		(153,436)		105,726		(12,343)		31,857		(65,714)		128,320
	Change in net unrealized appreciation (depreciation) on investments		(555,945)		(63,672)		(51,498)		(17,126)		(89,027)		(39,235)
	Increase (decrease) in net assets resulting from operations		(707,512)		48,043		(63,959)		17,399		(149,019)		107,113
CONTRACT TRANSACTIONS:
	Purchase payments		0		25,413		3,891		1,388		0		0
	Redemptions		(26,870)		(3,779)		(25,601)		(107)		(5,924)		(5,887)
	Transfers, net		158,365		361,902		43,425		14,164		(599,507)		(17,608)
	Contract maintenance charges		(120)		(64)		(33)		(2)		(26)		(26)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		131,375		383,472		21,682		15,443		(605,457)		(23,521)
	Total increase (decrease) in net assets		(576,137)		431,515		(42,277)		32,842		(754,476)		83,592
NET ASSETS:
	Beginning of period		1,117,732		686,217		137,319		104,477		884,273		800,681
	End of period	$	541,595	$	1,117,732	$	95,042	$	137,319	$	129,797	$	884,273
CHANGES IN UNITS OUTSTANDING:
	Units issued		75,593		81,985		9,889		56,240		18,026		41,547
	Units redeemed		(71,450)		(48,398)		(8,803)		(53,213)		(48,210)		(45,426)
	Net increase (decrease)		4,143		33,587		1,086		3,027		(30,184)		(3,879)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			AMERICAN CENTURY VP BALANCED FUND				AMERICAN CENTURY VP INTERNATIONAL FUND				AMERICAN CENTURY VP VALUE FUND
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	10,107	$	5,921	$	399	$	(1,144)	$	18,919	$	8,267
	Net realized gain		35,250		30,572		97,135		19,116		92,057		123,852
	Change in net unrealized appreciation (depreciation) on investments		(171,716)		(11,972)		(366,686)		102,940		(477,650)		(213,544)
	Increase (decrease) in net assets resulting from operations		(126,359)		24,521		(269,152)		120,912		(366,674)		(81,425)
CONTRACT TRANSACTIONS:
	Purchase payments		31,093		1,781		0		0		5,837		5,198
	Redemptions		(36,926)		(153,353)		(63,822)		(20,215)		(59,644)		(17,758)
	Transfers, net		(21,006)		216,612		(143,215)		(66,681)		20,203		328,112
	Contract maintenance charges		(96)		(39)		(83)		(83)		(125)		(93)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		(26,935)		65,001		(207,120)		(86,979)		(33,729)		315,459
	Total increase (decrease) in net assets		(153,294)		89,522		(476,272)		33,933		(400,403)		234,034
NET ASSETS:
	Beginning of period		622,605		533,083		791,939		758,006		1,337,551		1,103,517
	End of period	$	469,311	$	622,605	$	315,667	$	791,939	$	937,148	$	1,337,551
CHANGES IN UNITS OUTSTANDING:
	Units issued		5,172		23,596		0		0		7,066		66,293
	Units redeemed		(7,271)		(18,591)		(10,293)		(4,567)		(10,233)		(46,008)
	Net increase (decrease)		(2,099)		5,005		(10,293)		(4,567)		(3,167)		20,285
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			DELAWARE VIP GROWTH OPPORTUNITIES SERIES				DELAWARE VIP SMALL CAP VALUE SERIES				DREYFUS IP MIDCAP STOCK PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:			(1)		(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	0	$	(1,573)	$	(583)	$	(2,583)	$	37	$	(347)
	Net realized gain (loss)		(9,607)		4,943		(69,897)		50,336		266		8,336
	Change in net unrealized depreciation on investments		9,607		(9,607)		(80,771)		(94,635)		(26,665)		(6,862)
	Increase (decrease) in net assets resulting from operations		0		(6,237)		(151,251)		(46,882)		(26,362)		1,127
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		1,262		2,010		0		0
	Redemptions		0		0		(26,462)		(5,734)		(10,826)		0
	Transfers, net		0		6,237		(61,860)		(561,469)		(5,026)		(3,483)
	Contract maintenance charges		0		0		(32)		(26)		0		0
	Adjustments to net assets allocated to contracts in payout phase						0		0		0		0
	Increase (decrease) in net assets resulting from contract transactions		0		6,237		(87,092)		(565,219)		(15,852)		(3,483)
	Total decrease in net assets		0		0		(238,343)		(612,101)		(42,214)		(2,356)
NET ASSETS:
	Beginning of period		0		0		547,728		1,159,829		75,779		78,135
	End of period	$	0	$	0	$	309,385	$	547,728	$	33,565	$	75,779
CHANGES IN UNITS OUTSTANDING:
	Units issued		0		47,436		13,839		23,308		878		307
	Units redeemed		0		(47,436)		(20,033)		(55,043)		(2,135)		(496)
	Net decrease		0		0		(6,194)		(31,735)		(1,257)		(189)
(1)	The portfolio ceased operations on January 2, 2008.
(2)	The portfolio commenced operations on May 1, 2006, but had no activity until 2007.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			DREYFUS VIF APPRECIATION PORTFOLIO				DREYFUS VIF DEVELOPING LEADERS PORTFOLIO				DREYFUS VIF GROWTH & INCOME PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	6,342	$	5,082	$	30	$	(28)	$	(259)	$	(167)
	Net realized gain (loss)		31,812		89,074		(1,304)		2,188		14,901		17,729
	Change in net unrealized appreciation (depreciation) on investments		(249,620)		(43,768)		(4,407)		(5,526)		(70,561)		(3,964)
	Increase (decrease) in net assets resulting from operations		(211,466)		50,388		(5,681)		(3,366)		(55,919)		13,598
CONTRACT TRANSACTIONS:
	Purchase payments		950		16,723		0		15		0		0
	Redemptions		(10)		(10,202)		(5)		0		(7,222)		(1,791)
	Transfers, net		151,411		(617,675)		(5,342)		(5,557)		(44,691)		(37,747)
	Contract maintenance charges		(52)		(27)		(6)		0		(27)		(24)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		152,299		(611,181)		(5,353)		(5,542)		(51,940)		(39,562)
	Total decrease in net assets		(59,167)		(560,793)		(11,034)		(8,908)		(107,859)		(25,964)
NET ASSETS:
	Beginning of period		587,584		1,148,377		20,010		28,918		177,005		202,969
	End of period	$	528,417	$	587,584	$	8,976	$	20,010	$	69,146	$	177,005
CHANGES IN UNITS OUTSTANDING:
	Units issued		20,261		1,499		0		0		0		0
	Units redeemed		(6,073)		(54,613)		(450)		(450)		(5,074)		(3,490)
	Net increase (decrease)		14,188		(53,114)		(450)		(450)		(5,074)		(3,490)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			DWS BLUE CHIP VIP PORTFOLIO				DWS CAPITAL GROWTH VIP PORTFOLIO				DWS DREMAN HIGH RETURN EQUITY VIP PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	4,156	$	1,667	$	287	$	(1,233)	$	5,278	$	1,129
	Net realized gain (loss)		(83,537)		20,267		(24,020)		55,251		14,617		3,845
	Change in net unrealized appreciation (depreciation) on investments		3,200		(23,149)		(114,248)		(34,838)		(143,237)		(16,954)
	Increase (decrease) in net assets resulting from operations		(76,181)		(1,215)		(137,981)		19,180		(123,342)		(11,980)
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		810		805		0		0
	Redemptions		(18,838)		0		0		(13,783)		(5,555)		(5,727)
	Transfers, net		(241,130)		(143,839)		64,463		183,726		(20,863)		(48,458)
	Contract maintenance charges		(15)		(1)		(8)		(4)		(12)		(7)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		(259,983)		(143,840)		65,265		170,744		(26,430)		(54,192)
	Total increase (decrease) in net assets		(336,164)		(145,055)		(72,716)		189,924		(149,772)		(66,172)
NET ASSETS:
	Beginning of period		360,714		505,769		347,790		157,866		286,771		352,943
	End of period	$	24,550	$	360,714	$	275,074	$	347,790	$	136,999	$	286,771
CHANGES IN UNITS OUTSTANDING:
	Units issued		8,900		29,095		25,726		52,969		2,662		4,003
	Units redeemed		(37,877)		(43,413)		(19,760)		(37,501)		(5,171)		(8,587)
	Net increase (decrease)		(28,977)		(14,318)		5,966		15,468		(2,509)		(4,584)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO				DWS GROWTH & INCOME VIP PORTFOLIO				DWS HEALTH CARE VIP PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	2,413	$	(290)	$	1,639	$	967	$	(521)	$	(165)
	Net realized gain (loss)		(86,702)		30,327		36,738		45,867		(26,067)		1,132
	Change in net unrealized appreciation (depreciation) on investments		(53,687)		(25,074)		(103,403)		(42,519)		(8,805)		1,167
	Increase (decrease) in net assets resulting from operations		(137,976)		4,963		(65,026)		4,315		(35,393)		2,134
CONTRACT TRANSACTIONS:
	Purchase payments		0		33,950		14,988		0		0		0
	Redemptions		(1)		0		(1,142)		(21,365)		(9)		0
	Transfers, net		12,967		58,578		(14,278)		(117,512)		37,981		27,238
	Contract maintenance charges		(17)		(20)		(11)		(12)		(3)		0
	Adjustments to net assets allocated to contracts in payout phase				0		1,679		1,258				0
	Increase (decrease) in net assets resulting from contract transactions		12,949		92,508		1,236		(137,631)		37,969		27,238
	Total increase (decrease) in net assets		(125,027)		97,471		(63,790)		(133,316)		2,576		29,372
NET ASSETS:
	Beginning of period		336,559		239,088		169,097		302,413		42,437		13,065
	End of period	$	211,532	$	336,559	$	105,307	$	169,097	$	45,013	$	42,437
CHANGES IN UNITS OUTSTANDING:
	Units issued		30,064		33,055		1,791		0		20,182		2,313
	Units redeemed		(31,555)		(24,534)		(1,769)		(14,428)		(18,793)		0
	Net increase (decrease)		(1,491)		8,521		22		(14,428)		1,389		2,313
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			DWS LARGE CAP VALUE VIP PORTFOLIO				DWS SMALL CAP INDEX VIP PORTFOLIO				FEDERATED AMERICAN LEADERS FUND II
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	2,437	$	(128)	$	2,551	$	90	$	3,718	$	8,400
	Net realized gain (loss)		(10,728)		1,331		27,228		117,766		95,079		281,421
	Change in net unrealized appreciation (depreciation) on investments		(81,371)		5,910		(175,594)		(135,907)		(251,174)		(346,523)
	Increase (decrease) in net assets resulting from operations		(89,662)		7,113		(145,815)		(18,051)		(152,377)		(56,702)
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		480		25,577		0		0
	Redemptions		(191)		0		(11,679)		(71,412)		(6,717)		(644,162)
	Transfers, net		109,488		98,923		(24,168)		(44,636)		(28,097)		(495,697)
	Contract maintenance charges		(25)		(1)		(43)		(48)		(45)		(40)
	Adjustments to net assets allocated to contracts in payout phase						0		0		(4,075)		12,792
	Increase (decrease) in net assets resulting from contract transactions		109,272		98,922		(35,410)		(90,519)		(38,934)		(1,127,107)
	Total increase (decrease) in net assets		19,610		106,035		(181,225)		(108,570)		(191,311)		(1,183,809)
NET ASSETS:
	Beginning of period		135,280		29,245		453,068		561,638		512,087		1,695,896
	End of period	$	154,890	$	135,280	$	271,843	$	453,068	$	320,776	$	512,087
CHANGES IN UNITS OUTSTANDING:
	Units issued		19,852		7,797		1,900		10,089		315		348
	Units redeemed		(11,645)		(174)		(4,000)		(15,395)		(2,319)		(62,589)
	Net increase (decrease)		8,207		7,623		(2,100)		(5,306)		(2,004)		(62,241)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			FEDERATED CAPITAL INCOME FUND II				FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II				FRANKLIN SMALL CAP VALUE SECURITIES FUND
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:													(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	4,409	$	5,437	$	80,294	$	64,227	$	177	$	(189)
	Net realized gain (loss)		(19)		3,802		(10,758)		(14,605)		(10,090)		2,092
	Change in net unrealized appreciation (depreciation) on investments		(25,318)		(5,137)		(3,800)		55,223		(46,121)		(7,392)
	Increase (decrease) in net assets resulting from operations		(20,928)		4,102		65,736		104,845		(56,034)		(5,489)
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		5,788		5,481		1,324		221
	Redemptions		0		(40,934)		(139,820)		(272,439)		0		0
	Transfers, net		0		0		66,180		411,598		2,028		173,338
	Contract maintenance charges		(44)		(31)		(115)		(86)		0		0
	Adjustments to net assets allocated to contracts in payout phase				0
	Increase (decrease) in net assets resulting from contract transactions		(44)		(40,965)		(67,967)		144,554		3,352		173,559
	Total increase (decrease) in net assets		(20,972)		(36,863)		(2,231)		249,399		(52,682)		168,070
NET ASSETS:
	Beginning of period		99,441		136,304		2,049,830		1,800,431		168,070		0
	End of period	$	78,469	$	99,441	$	2,047,599	$	2,049,830	$	115,388	$	168,070
CHANGES IN UNITS OUTSTANDING:
	Units issued		0		0		24,492		34,893		20,770		17,044
	Units redeemed		(4)		(3,168)		(28,775)		(25,497)		(20,196)		0
	Net increase (decrease)		(4)		(3,168)		(4,283)		9,396		574		17,044
(1)	The portfolio commenced operations on May 1, 2006, but had no activity until 2007.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES				JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:									(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	17,894	$	20,176	$	3,564	$	1,068	$	36,979	$	48,829
	Net realized gain (loss)		92,599		28,078		9,944		16		(14,146)		(50,046)
	Change in net unrealized appreciation (depreciation) on investments		(278,962)		63,860		(55,683)		5,208		26,814		81,497
	Increase (decrease) in net assets resulting from operations		(168,469)		112,114		(42,175)		6,292		49,647		80,280
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		4,012		1,499		0		2,240
	Redemptions		(25,001)		(81,386)		(13,470)		0		(57,076)		(241,167)
	Transfers, net		(261,785)		124,211		262,016		144,749		(145,924)		(314,514)
	Contract maintenance charges		(25)		(25)		(40)		0		(69)		(123)
	Adjustments to net assets allocated to contracts in payout phase
	Increase (decrease) in net assets resulting from contract transactions		(286,811)		42,800		252,518		146,248		(203,069)		(553,564)
	Total increase (decrease) in net assets		(455,280)		154,914		210,343		152,540		(153,422)		(473,284)
NET ASSETS:
	Beginning of period		1,180,293		1,025,379		152,540		0		1,146,103		1,619,387
	End of period	$	725,013	$	1,180,293	$	362,883	$	152,540	$	992,681	$	1,146,103
CHANGES IN UNITS OUTSTANDING:
	Units issued		0		12,301		29,394		14,639		0		4,160
	Units redeemed		(21,567)		(8,391)		(2,192)		0		(13,632)		(42,835)
	Net increase (decrease)		(21,567)		3,910		27,202		14,639		(13,632)		(38,675)
(1)	The portfolio commenced operations on May 1, 2007.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES				JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:					(1)								(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	15,817	$	6,552	$	853	$	12,117	$	(129)	$	2,321
	Net realized gain (loss)		3,743		1,158		(10,416)		73,012		(25,632)		(182)
	Change in net unrealized appreciation (depreciation) on investments		4,736		5,070		(260,589)		7,362		(207,118)		(5,074)
	Increase (decrease) in net assets resulting from operations		24,296		12,780		(270,152)		92,491		(232,879)		(2,935)
CONTRACT TRANSACTIONS:
	Purchase payments		533		2,645		0		999		1,810		36,006
	Redemptions		(34,533)		(30,492)		(12,464)		(3,182)		(30,805)		0
	Transfers, net		360,987		317,227		(128,541)		(314,874)		100,206		454,597
	Contract maintenance charges		(24)		(2)		(26)		(39)		(3)		0
	Adjustments to net assets allocated to contracts in payout phase		0		0		0		0		0		0
	Increase (decrease) in net assets resulting from contract transactions		326,963		289,378		(141,031)		(317,096)		71,208		490,603
	Total increase (decrease) in net assets		351,259		302,158		(411,183)		(224,605)		(161,671)		487,668
NET ASSETS:
	Beginning of period		302,158		0		761,748		986,353		487,668		0
	End of period	$	653,417	$	302,158	$	350,565	$	761,748	$	325,997	$	487,668
CHANGES IN UNITS OUTSTANDING:
	Units issued		38,785		39,692		0		14,371		13,050		51,288
	Units redeemed		(7,949)		(10,687)		(10,261)		(33,645)		(5,978)		(3,535)
	Net increase (decrease)		30,836		29,005		(10,261)		(19,274)		7,072		47,753
(1)	The portfolio commenced operations on May 1, 2007.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO SERVICE SHARES				JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:									(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	20,523	$	(3,207)	$	14,860	$	(1,139)	$	(549)	$	(1,048)
	Net realized gain (loss)		186,182		390,882		(52,521)		3,056		2,737		15,910
	Change in net unrealized appreciation (depreciation) on investments		(866,245)		41,495		(640,552)		38,310		(248,645)		76,070
	Increase (decrease) in net assets resulting from operations		(659,540)		429,170		(678,213)		40,227		(246,457)		90,932
CONTRACT TRANSACTIONS:
	Purchase payments		0		4,133		6,367		3,875		0		0
	Redemptions		(39,244)		(471,812)		(4,308)		(1,686)		(28,582)		(65,894)
	Transfers, net		(384,330)		417,379		(341,221)		1,468,821		(26,530)		(79,198)
	Contract maintenance charges		(128)		(178)		(57)		(11)		(180)		(214)
	Adjustments to net assets allocated to contracts in payout phase		0		0		0		0		1,619		1,266
	Increase (decrease) in net assets resulting from contract transactions		(423,702)		(50,478)		(339,219)		1,470,999		(53,673)		(144,040)
	Total increase (decrease) in net assets		(1,083,242)		378,692		(1,017,432)		1,511,226		(300,130)		(53,108)
NET ASSETS:
	Beginning of period		1,589,013		1,210,321		1,511,226		0		658,413		711,521
	End of period	$	505,771	$	1,589,013	$	493,794	$	1,511,226	$	358,283	$	658,413
CHANGES IN UNITS OUTSTANDING:
	Units issued		0		36,276		44,497		132,768		40		0
	Units redeemed		(17,109)		(34,672)		(83,887)		(5,768)		(3,571)		(9,280)
	Net increase (decrease)		(17,109)		1,604		(39,390)		127,000		(3,531)		(9,280)
(1)	The portfolio commenced operations on May 1, 2007.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO				LVIP BARON GROWTH OPPORTUNITIES FUND				MFS VIT UTILITY SERIES
			2008		2007		2008		2007		2008
Schwab Select Annuity:											(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	2,428	$	(1,634)	$	(9,808)	$	(11,032)	$	(59)
	Net realized gain (loss)		10,960		181,567		32,704		242,328		(5,433)
	Change in net unrealized appreciation (depreciation) on investments		(393,791)		(63,950)		(550,053)		(202,160)		(1,582)
	Increase (decrease) in net assets resulting from operations		(380,403)		115,983		(527,157)		29,136		(7,074)
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		7,985		0
	Redemptions		(5,778)		(443,541)		(43,952)		(46,088)		0
	Transfers, net		(30,864)		(28,774)		(26,838)		74,456		9,819
	Contract maintenance charges		(135)		(141)		(69)		(52)		(5)
	Adjustments to net assets allocated to contracts in payout phase				0
	Increase (decrease) in net assets resulting from contract transactions		(36,777)		(472,456)		(70,859)		36,301		9,814
	Total increase (decrease) in net assets		(417,180)		(356,473)		(598,016)		65,437		2,740
NET ASSETS:
	Beginning of period		872,633		1,229,106		1,330,390		1,264,953		0
	End of period	$	455,453	$	872,633	$	732,374	$	1,330,390	$	2,740
CHANGES IN UNITS OUTSTANDING:
	Units issued		138		764		8,171		16,306		7,317
	Units redeemed		(2,483)		(26,299)		(13,948)		(14,662)		(6,883)
	Net increase (decrease)		(2,345)		(25,535)		(5,777)		1,644		434
(1)	The portfolio commenced operations on May 1, 2008.
The accompanying notes are an integral part of these financial statements.											(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			NEUBERGER BERMAN AMT REGENCY PORTFOLIO				NVIT MID CAP INDEX FUND				OPPENHEIMER GLOBAL SECURITIES FUND/VA
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	14	$	(141)	$	777	$	1,699	$	9,792	$	7,292
	Net realized gain (loss)		(2,160)		1,514		(8,108)		54,158		(2,774)		172,709
	Change in net unrealized appreciation (depreciation) on investments		(14,312)		(4,606)		(151,599)		(20,084)		(627,019)		(80,822)
	Increase (decrease) in net assets resulting from operations		(16,458)		(3,233)		(158,930)		35,773		(620,001)		99,179
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		910		1,561		59,310		36,076
	Redemptions		(3)		0		(75,239)		(15,147)		(77,952)		(73,027)
	Transfers, net		(10,496)		37,422		(7,970)		(71,602)		(138,100)		(208,933)
	Contract maintenance charges		(3)		(3)		(44)		(29)		(79)		(88)
	Adjustments to net assets allocated to contracts in payout phase		0		0
	Increase (decrease) in net assets resulting from contract transactions		(10,502)		37,419		(82,343)		(85,217)		(156,821)		(245,972)
	Total increase (decrease) in net assets		(26,960)		34,186		(241,273)		(49,444)		(776,822)		(146,793)
NET ASSETS:
	Beginning of period		45,047		10,861		461,232		510,676		1,600,714		1,747,507
	End of period	$	18,087	$	45,047	$	219,959	$	461,232	$	823,892	$	1,600,714
CHANGES IN UNITS OUTSTANDING:
	Units issued		0		7,870		4,971		7,627		10,615		16,667
	Units redeemed		(1,082)		(4,618)		(11,446)		(12,426)		(20,949)		(28,468)
	Net increase (decrease)		(1,082)		3,252		(6,475)		(4,799)		(10,334)		(11,801)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			PIMCO VIT HIGH YIELD FUND				PIMCO VIT LOW DURATION BOND FUND				PIMCO VIT TOTAL RETURN FUND
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	49,627	$	69,858	$	53,733	$	58,788	$	109,730	$	82,101
	Net realized gain (loss)		(46,378)		8,866		8,868		(7,626)		102,012		(17,057)
	Change in net unrealized appreciation (depreciation) on investments		(144,179)		(43,853)		(91,632)		43,994		(91,946)		105,241
	Increase (decrease) in net assets resulting from operations		(140,930)		34,871		(29,031)		95,156		119,796		170,285
CONTRACT TRANSACTIONS:
	Purchase payments		138		1,578		32,000		40,910		18,000		43,902
	Redemptions		(14,509)		(6,467)		(1,567)		(190,539)		(45,606)		(227,920)
	Transfers, net		(204,253)		(354,330)		(179,383)		263,793		832,879		987,627
	Contract maintenance charges		(12)		(5)		(62)		(58)		(101)		(87)
	Adjustments to net assets allocated to contracts in payout phase		0		0
	Increase (decrease) in net assets resulting from contract transactions		(218,636)		(359,224)		(149,012)		114,106		805,172		803,522
	Total increase (decrease) in net assets		(359,566)		(324,353)		(178,043)		209,262		924,968		973,807
NET ASSETS:
	Beginning of period		1,033,760		1,358,113		1,599,892		1,390,630		2,481,318		1,507,511
	End of period	$	674,194	$	1,033,760	$	1,421,849	$	1,599,892	$	3,406,286	$	2,481,318
CHANGES IN UNITS OUTSTANDING:
	Units issued		69,302		77,457		35,521		51,781		152,979		126,466
	Units redeemed		(80,295)		(104,807)		(50,039)		(40,954)		(81,646)		(49,873)
	Net increase (decrease)		(10,993)		(27,350)		(14,518)		10,827		71,333		76,593
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			PIONEER FUND VCT PORTFOLIO				PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO				PIONEER MID CAP VALUE VCT PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	10,828	$	991	$	(1,684)	$	(3,693)	$	13	$	(543)
	Net realized gain (loss)		(1,033)		2,918		(21,919)		107,731		4,077		(22,950)
	Change in net unrealized appreciation (depreciation) on investments		(97,886)		6,439		(64,494)		(146,207)		(28,363)		(3,234)
	Increase (decrease) in net assets resulting from operations		(88,091)		10,348		(88,097)		(42,169)		(24,273)		(26,727)
CONTRACT TRANSACTIONS:
	Purchase payments		60		55		0		7,538		0		0
	Redemptions		(144)		(1,962)		(17,818)		(5,864)		0		0
	Transfers, net		(13,989)		11,902		4,262		(96,792)		(398)		92,774
	Contract maintenance charges		(4)		(9)		(43)		(49)		0		(3)
	Adjustments to net assets allocated to contracts in payout phase		0		0
	Increase (decrease) in net assets resulting from contract transactions		(14,077)		9,986		(13,599)		(95,167)		(398)		92,771
	Total increase (decrease) in net assets		(102,168)		20,334		(101,696)		(137,336)		(24,671)		66,044
NET ASSETS:
	Beginning of period		263,048		242,714		245,864		383,200		71,208		5,164
	End of period	$	160,880	$	263,048	$	144,168	$	245,864	$	46,537	$	71,208
CHANGES IN UNITS OUTSTANDING:
	Units issued		1,147		2,729		609		25,986		221		61,304
	Units redeemed		(2,250)		(2,022)		(2,061)		(34,454)		(253)		(55,374)
	Net increase (decrease)		(1,103)		707		(1,452)		(8,468)		(32)		5,930
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			PIONEER SMALL CAP VALUE VCT PORTFOLIO				PRUDENTIAL SERIES FUND EQUITY PORTFOLIO				SCHWAB MARKETTRACK GROWTH PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	(1,099)	$	(464)	$	80	$	(3,299)	$	10,679	$	10,936
	Net realized gain (loss)		(160,441)		58,877		28,021		53,777		36,539		422,231
	Change in net unrealized appreciation (depreciation) on investments		25,099		(85,020)		(72,796)		19,539		(292,894)		(329,713)
	Increase (decrease) in net assets resulting from operations		(136,441)		(26,607)		(44,695)		70,017		(245,676)		103,454
CONTRACT TRANSACTIONS:
	Purchase payments		0		598		0		47		1,260		1,356
	Redemptions		(9,322)		(2,384)		(13,244)		(2,799)		(98,169)		(1,077,462)
	Transfers, net		(10,823)		13,069		(43,431)		(723,695)		(89,363)		69,945
	Contract maintenance charges		(25)		(24)		(3)		(3)		(102)		(63)
	Adjustments to net assets allocated to contracts in payout phase		0		0		0		0		2,777		1,742
	Increase (decrease) in net assets resulting from contract transactions		(20,170)		11,259		(56,678)		(726,450)		(183,597)		(1,004,482)
	Total decrease in net assets		(156,611)		(15,348)		(101,373)		(656,433)		(429,273)		(901,028)
NET ASSETS:
	Beginning of period		329,614		344,962		163,213		819,646		953,984		1,855,012
	End of period	$	173,003	$	329,614	$	61,840	$	163,213	$	524,711	$	953,984
CHANGES IN UNITS OUTSTANDING:
	Units issued		17,690		3,270		766		1,346		3,854		7,288
	Units redeemed		(20,516)		(2,602)		(5,685)		(58,665)		(13,679)		(59,884)
	Net increase (decrease)		(2,826)		668		(4,919)		(57,319)		(9,825)		(52,596)
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			SCHWAB MONEY MARKET PORTFOLIO				SCHWAB S&P 500 INDEX PORTFOLIO				THIRD AVENUE VALUE PORTFOLIO
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	117,643	$	267,338	$	68,924	$	49,379	$	861	$	20,108
	Net realized gain		0		0		427,217		271,470		2,594		69,081
	Change in net unrealized appreciation (depreciation) on investments		0		0		(3,071,573)		(78,981)		(621,084)		(207,990)
	Increase (decrease) in net assets resulting from operations		117,643		267,338		(2,575,432)		241,868		(617,629)		(118,801)
CONTRACT TRANSACTIONS:
	Purchase payments		3,303,088		9,559,306		192,968		63,545		0		0
	Redemptions		(2,376,025)		(1,295,231)		(150,479)		(279,545)		(6,138)		(81,833)
	Transfers, net		1,980,890		(5,305,628)		65,917		1,025,547		279,810		1,101,021
	Contract maintenance charges		(1,709)		(1,611)		(731)		(575)		(11)		(16)
	Adjustments to net assets allocated to contracts in payout phase		1,907		0		7,901		5,644				0
	Increase in net assets resulting from contract transactions		2,908,151		2,956,836		115,576		814,616		273,661		1,019,172
	Total increase (decrease) in net assets		3,025,794		3,224,174		(2,459,856)		1,056,484		(343,968)		900,371
NET ASSETS:
	Beginning of period		8,251,925		5,027,751		6,646,352		5,589,868		1,126,826		226,455
	End of period	$	11,277,719	$	8,251,925	$	4,186,496	$	6,646,352	$	782,858	$	1,126,826
CHANGES IN UNITS OUTSTANDING:
	Units issued		963,232		1,254,374		147,298		84,200		81,244		113,783
	Units redeemed		(750,588)		(1,025,178)		(147,513)		(42,297)		(53,038)		(19,977)
	Net increase (decrease)		212,644		229,196		(215)		41,903		28,206		93,806
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO				VAN KAMPEN LIT COMSTOCK				VAN KAMPEN LIT GROWTH & INCOME
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income	$	37,270	$	3,748	$	3,370	$	6,615	$	4,475	$	2,852
	Net realized gain		210,314		558,131		10,254		55,339		5,760		24,391
	Change in net unrealized appreciation (depreciation) on investments		(742,104)		(864,605)		(99,430)		(48,941)		(145,546)		(12,378)
	Increase (decrease) in net assets resulting from operations		(494,520)		(302,726)		(85,806)		13,013		(135,311)		14,865
CONTRACT TRANSACTIONS:
	Purchase payments		40,064		5,740		4,155		3,680		4,009		4,773
	Redemptions		(18,245)		(49,477)		(651)		(18,688)		(17,477)		(126,661)
	Transfers, net		22,387		(904,395)		95		(324,509)		23,600		297,177
	Contract maintenance charges		(81)		(114)		0		0		(57)		(41)
	Adjustments to net assets allocated to contracts in payout phase		0		0		0		0		0		0
	Increase (decrease) in net assets resulting from contract transactions		44,125		(948,246)		3,599		(339,517)		10,075		175,248
	Total increase (decrease) in net assets		(450,395)		(1,250,972)		(82,207)		(326,504)		(125,236)		190,113
NET ASSETS:
	Beginning of period		1,270,405		2,521,377		235,843		562,347		391,433		201,320
	End of period	$	820,010	$	1,270,405	$	153,636	$	235,843	$	266,197	$	391,433
CHANGES IN UNITS OUTSTANDING:
	Units issued		17,817		8,899		563		22,189		2,187		23,677
	Units redeemed		(15,725)		(36,314)		(140)		(48,309)		(1,910)		(9,282)
	Net increase (decrease)		2,092		(27,415)		423		(26,120)		277		14,395
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2008 AND 2007
			WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND				WELLS FARGO ADVANTAGE VT SMALL/MIDCAP VALUE FUND				TOTAL SCHWAB SELECT ANNUITY
			2008		2007		2008		2007		2008		2007
Schwab Select Annuity:											(UNAUDITED)		(UNAUDITED)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	997	$	(229)	$	(1,726)	$	(2,387)	$	708,974	$	766,948
	Net realized gain		20,566		14,526		42,730		68,772		699,851		4,839,400
	Change in net unrealized appreciation (depreciation) on investments		(66,252)		(10,244)		(147,493)		(69,060)		(16,329,075)		(2,778,486)
	Increase (decrease) in net assets resulting from operations		(44,689)		4,053		(106,489)		(2,675)		(14,920,250)		2,827,862
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		0		3,739,849		10,049,599
	Redemptions		0		(304)		(9,522)		(6,069)		(3,910,592)		(6,544,452)
	Transfers, net		4,362		23,671		0		(58,266)		13,542		92,805
	Contract maintenance charges		0		0		(29)		(23)		(5,371)		(4,699)
	Adjustments to net assets allocated to contracts in payout phase		0		0		2,098		1,913		13,911		38,750
	Increase (decrease) in net assets resulting from contract transactions		4,362		23,367		(7,453)		(62,445)		(148,661)		3,632,003
	Total increase (decrease) in net assets		(40,327)		27,420		(113,942)		(65,120)		(15,068,911)		6,459,865
NET ASSETS:
	Beginning of period		111,230		83,810		247,232		312,352		56,880,047		50,420,182
	End of period	$	70,903	$	111,230	$	133,290	$	247,232	$	41,811,136	$	56,880,047
CHANGES IN UNITS OUTSTANDING:
	Units issued		1,034		3,042		70		0		2,146,685		3,112,014
	Units redeemed		(294)		(986)		(676)		(4,896)		(2,120,391)		(2,720,986)
	Net increase (decrease)		740		2,056		(606)		(4,896)		26,294		391,028
The accompanying notes are an integral part of these financial statements.													(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			AIM V.I. INTERNATIONAL GROWTH FUND		ALGER AMERICAN LARGECAP GROWTH PORTFOLIO		ALGER AMERICAN MIDCAP GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
Schwab OneSource Annuity:
ASSETS:
	Investments at market value (1)	$	4,975	$	232	$	14,701	$	34,722	$	47,112	$	28,914
	Investment income due and accrued
	Total assets		4,975		232		14,701		34,722		47,112		28,914
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company						2		4		5		3
	Total liabilities						2		4		5		3
NET ASSETS		$	4,975	$	232	$	14,699	$	34,718	$	47,107	$	28,911
NET ASSETS REPRESENTED BY:
	Accumulation units	$	4,975	$	232	$	14,699	$	34,718	$	47,107	$	28,911
ACCUMULATION UNITS OUTSTANDING			795		40		3,075		6,629		9,843		4,948
UNIT VALUE (ACCUMULATION)		$	6.26	$	5.80	$	4.78	$	5.24	$	4.79	$	5.84
(1)	Cost of investments:	$	6,204	$	226	$	18,303	$	35,555	$	44,263	$	28,502
	Shares of investments:		255		9		2,088		2,773		4,264		3,679
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP VALUE FUND		DELAWARE VIP GROWTH OPPORTUNITIES SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DREYFUS VIF APPRECIATION PORTFOLIO		DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
Schwab OneSource Annuity:
ASSETS:
	Investments at market value (1)	$	25,411	$	20,526	$	14,629	$	4,618	$	88	$	19,739
	Investment income due and accrued
	Total assets		25,411		20,526		14,629		4,618		88		19,739
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company		3		2		2		1
	Total liabilities		3		2		2		1
NET ASSETS		$	25,408	$	20,524	$	14,627	$	4,617	$	88	$	19,739
NET ASSETS REPRESENTED BY:
	Accumulation units	$	25,408	$	20,524	$	14,627	$	4,617	$	88	$	19,739
ACCUMULATION UNITS OUTSTANDING			3,169		2,794		2,303		675		12		2,851
UNIT VALUE (ACCUMULATION)		$	8.02	$	7.35	$	6.35	$	6.84	$	7.33	$	6.92
(1)	Cost of investments:	$	25,504	$	20,061	$	13,951	$	4,223	$	85	$	18,327
	Shares of investments:		4,813		4,386		1,305		248		3		2,489
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FRANKLIN SMALL CAP VALUE SECURITIES FUND		JANUS ASPEN BALANCED PORTFOLIO
Schwab OneSource Annuity:
ASSETS:
	Investments at market value (1)	$	8,401	$	147	$	5,278	$	51,377	$	8,544	$	9,849
	Investment income due and accrued
	Total assets		8,401		147		5,278		51,377		8,544		9,849
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company		1						5		2		1
	Total liabilities		1						5		2		1
NET ASSETS		$	8,400	$	147	$	5,278	$	51,372	$	8,542	$	9,848
NET ASSETS REPRESENTED BY:
	Accumulation units	$	8,400	$	147	$	5,278	$	51,372	$	8,542	$	9,848
ACCUMULATION UNITS OUTSTANDING			1,050		23		767		5,040		1,309		1,191
UNIT VALUE (ACCUMULATION)		$	8.00	$	6.39	$	6.88	$	10.19	$	6.53	$	8.27
(1)	Cost of investments:	$	7,805	$	141	$	5,528	$	50,713	$	7,806	$	11,182
	Shares of investments:		889		16		612		4,487		810		415
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			JANUS ASPEN FLEXIBLE BOND PORTFOLIO		JANUS ASPEN GROWTH & INCOME PORTFOLIO		MFS VIT UTILITY SERIES		NVIT MID CAP INDEX FUND		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		PIMCO VIT HIGH YIELD FUND
Schwab OneSource Annuity:
ASSETS:
	Investments at market value (1)	$	34,460	$	2,733	$	6,356	$	8,500	$	14,552	$	29,141
	Investment income due and accrued												108
	Total assets		34,460		2,733		6,356		8,500		14,552		29,249
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company		3				1		1		2		3
	Total liabilities		3				1		1		2		3
NET ASSETS		$	34,457	$	2,733	$	6,355	$	8,499	$	14,550	$	29,246
NET ASSETS REPRESENTED BY:
	Accumulation units	$	34,457	$	2,733	$	6,355	$	8,499	$	14,550	$	29,246
ACCUMULATION UNITS OUTSTANDING			3,362		449		1,005		1,339		2,455		3,916
UNIT VALUE (ACCUMULATION)		$	10.25	$	6.09	$	6.32	$	6.35	$	5.93	$	7.47
(1)	Cost of investments:	$	33,178	$	2,627	$	7,813	$	7,847	$	13,951	$	28,140
	Shares of investments:		2,797		235		353		759		12,027		5,149
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			PIMCO VIT LOW DURATION BOND FUND		PIMCO VIT TOTAL RETURN FUND		PIONEER EMERGING MARKETS VCT PORTFOLIO		PIONEER SMALL CAP VALUE VCT PORTFOLIO		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO
Schwab OneSource Annuity:
ASSETS:
	Investments at market value (1)	$	33,460	$	38,336	$	3,056	$	5,287	$	2,771,864	$	25,620
	Investment income due and accrued		137		64						3,155
	Total assets		33,597		38,400		3,056		5,287		2,775,019		25,620
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company		3		4		2				255		3
	Total liabilities		3		4		2				255		3
NET ASSETS		$	33,594	$	38,396	$	3,054	$	5,287	$	2,774,764	$	25,617
NET ASSETS REPRESENTED BY:
	Accumulation units	$	33,594	$	38,396	$	3,054	$	5,287	$	2,774,764	$	25,617
ACCUMULATION UNITS OUTSTANDING			3,449		3,826		691		815		275,613		3,916
UNIT VALUE (ACCUMULATION)		$	9.74	$	10.04	$	4.42	$	6.49	$	10.07	$	6.54
(1)	Cost of investments:	$	33,822	$	38,046	$	2,755	$	4,954	$	2,771,864	$	25,580
	Shares of investments:		3,457		3,718		196		773		2,771,864		1,944
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2008
			SELIGMAN COMMUNICATIONS & INFORMATION FUND		THIRD AVENUE VALUE PORTFOLIO		TOTAL SCHWAB ONESOURCE ANNUITY
Schwab OneSource Annuity:							(UNAUDITED)
ASSETS:
	Investments at market value (1)	$	8,242	$	14,544	$	3,295,414
	Investment income due and accrued						3,464
	Total assets		8,242		14,544		3,298,878
LIABILITIES:
	Due to First Great West Life & Annuity Insurance Company		1		2		311
	Total liabilities		1		2		311
NET ASSETS		$	8,241	$	14,542	$	3,298,567
NET ASSETS REPRESENTED BY:
	Accumulation units	$	8,241	$	14,542	$	3,298,567
ACCUMULATION UNITS OUTSTANDING			1,228		2,529
UNIT VALUE (ACCUMULATION)		$	6.71	$	5.75	$
(1)	Cost of investments:	$	7,805	$	13,949	$	3,290,710
	Shares of investments:		672		1,211
The accompanying notes are an integral part of these financial statements.							(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			AIM V.I. INTERNATIONAL GROWTH FUND		ALGER AMERICAN LARGECAP GROWTH PORTFOLIO		ALGER AMERICAN MIDCAP GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INVESTMENT INCOME:
	Dividends	$	38	$	0	$	0	$	0	$	0	$	0
EXPENSES:
	Mortality and expense risk		10		0		36		63		44		30
NET INVESTMENT INCOME (LOSS)			28		0		(36)		(63)		(44)		(30)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		(435)		0		(1,845)		(3,437)		(2,836)		(28)
	Realized gain distributions		93		0		0		0		0		0
	Net realized loss		(342)		0		(1,845)		(3,437)		(2,836)		(28)
	Change in net unrealized appreciation (depreciation)
	on investments		(1,229)		6		(3,602)		(833)		2,849		412
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(1,543)	$	6	$	(5,483)	$	(4,333)	$	(31)	$	354
INVESTMENT INCOME RATIO (2008)			0.74%
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP VALUE FUND		DELAWARE VIP GROWTH OPPORTUNITIES SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DREYFUS VIF APPRECIATION PORTFOLIO		DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INVESTMENT INCOME:
	Dividends	$	0	$	0	$	0	$	0	$	0	$	0
EXPENSES:
	Mortality and expense risk		17		28		2		7		0		10
NET INVESTMENT LOSS			(17)		(28)		(2)		(7)		0		(10)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		(37)		(373)		0		(395)		0		(211)
	Realized gain distributions		0		0		0		0		0		0
	Net realized loss		(37)		(373)		0		(395)		0		(211)
	Change in net unrealized appreciation (depreciation)
	on investments		(93)		465		678		395		3		1,412
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	(147)	$	64	$	676	$	(7)	$	3	$	1,191
INVESTMENT INCOME RATIO (2008)
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FRANKLIN SMALL CAP VALUE SECURITIES FUND		JANUS ASPEN BALANCED PORTFOLIO
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INVESTMENT INCOME:
	Dividends	$	0	$	0	$	0	$	0	$	0	$	115
EXPENSES:
	Mortality and expense risk		3		0		6		51		3		31
NET INVESTMENT INCOME (LOSS)			(3)		0		(6)		(51)		(3)		84
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		(1)		0		(32)		(31)		(1)		(226)
	Realized gain distributions		0		0		0		0		0		0
	Net realized loss		(1)		0		(32)		(31)		(1)		(226)
	Change in net unrealized appreciation (depreciation)
	on investments		596		6		(250)		664		738		(1,333)
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	592	$	6	$	(288)	$	582	$	734	$	(1,475)
INVESTMENT INCOME RATIO (2008)													1.15%
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			JANUS ASPEN FLEXIBLE BOND PORTFOLIO		JANUS ASPEN GROWTH & INCOME PORTFOLIO		MFS VIT UTILITY SERIES		NVIT MID CAP INDEX FUND		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		PIMCO VIT HIGH YIELD FUND
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INVESTMENT INCOME:
	Dividends	$	677	$	10	$	0	$	43	$	0	$	184
EXPENSES:
	Mortality and expense risk		45		1		10		3		2		13
NET INVESTMENT INCOME (LOSS)			632		9		(10)		40		(2)		171
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		4		(8)		(7)		(2)		0		(108)
	Realized gain distributions		0		0		0		0		0		19
	Net realized gain (loss)		4		(8)		(7)		(2)		0		(89)
	Change in net unrealized appreciation (depreciation)
	on investments		1,282		106		(1,457)		653		601		1,001
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	1,918	$	107	$	(1,474)	$	691	$	599	$	1,083
INVESTMENT INCOME RATIO (2008)			2.25%		0.38%				0.53%				0.91%
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			PIMCO VIT LOW DURATION BOND FUND		PIMCO VIT TOTAL RETURN FUND		PIONEER EMERGING MARKETS VCT PORTFOLIO		PIONEER SMALL CAP VALUE VCT PORTFOLIO		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INVESTMENT INCOME:
	Dividends	$	289	$	120	$	0	$	0	$	9,805	$	295
EXPENSES:
	Mortality and expense risk		40		20		5		6		4,808		18
NET INVESTMENT INCOME (LOSS)			249		100		(5)		(6)		4,997		277
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(216)		1		0		(606)		0		(247)
	Realized gain distributions		552		184		0		0		0		0
	Net realized gain (loss)		336		185		0		(606)		0		(247)
	Change in net unrealized appreciation (depreciation)
	on investments		(362)		290		301		333		0		40
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	223	$	575	$	296	$	(279)	$	4,997	$	70
INVESTMENT INCOME RATIO (2008)			1.01%		0.97%						0.71%		1.39%
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
			SELIGMAN COMMUNICATIONS & INFORMATION FUND		THIRD AVENUE VALUE PORTFOLIO		TOTAL SCHWAB ONESOURCE ANNUITY
Schwab OneSource Annuity:			(1)		(1)		(UNAUDITED)
INVESTMENT INCOME:
	Dividends	$	0	$	0	$	11,576
EXPENSES:
	Mortality and expense risk		3		2		5,317
NET INVESTMENT INCOME (LOSS)			(3)		(2)		6,259
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		0		(1)		(11,078)
	Realized gain distributions		0		0		848
	Net realized loss		0		(1)		(10,230)
	Change in net unrealized appreciation
	on investments		437		595		4,704
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	434	$	592	$	733
INVESTMENT INCOME RATIO (2008)
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.							(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			AIM V.I. INTERNATIONAL GROWTH FUND		ALGER AMERICAN LARGECAP GROWTH PORTFOLIO		ALGER AMERICAN MIDCAP GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
			2008		2008		2008		2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	28	$	0	$	(36)	$	(63)	$	(44)	$	(30)
	Net realized loss		(342)		0		(1,845)		(3,437)		(2,836)		(28)
	Change in net unrealized appreciation (depreciation) on investments		(1,229)		6		(3,602)		(833)		2,849		412
	Increase (decrease) in net assets resulting from operations		(1,543)		6		(5,483)		(4,333)		(31)		354
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		3,000		0		0
	Redemptions		0		0		0		(51)		(80)		(26)
	Transfers, net		6,518		226		20,182		36,102		47,218		28,583
	Increase in net assets resulting from contract transactions		6,518		226		20,182		39,051		47,138		28,557
	Total increase in net assets		4,975		232		14,699		34,718		47,107		28,911
NET ASSETS:
	Beginning of period		0		0		0		0		0		0
	End of period	$	4,975	$	232	$	14,699	$	34,718	$	47,107	$	28,911
CHANGES IN UNITS OUTSTANDING:
	Units issued		795		40		3,075		7,001		9,861		4,954
	Units redeemed		0		0		0		(372)		(18)		(6)
	Net increase		795		40		3,075		6,629		9,843		4,948
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP VALUE FUND		DELAWARE VIP GROWTH OPPORTUNITIES SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DREYFUS VIF APPRECIATION PORTFOLIO		DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
			2008		2008		2008		2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment loss	$	(17)	$	(28)	$	(2)	$	(7)	$	0	$	(10)
	Net realized loss		(37)		(373)		0		(395)		0		(211)
	Change in net unrealized appreciation (depreciation) on investments		(93)		465		678		395		3		1,412
	Increase (decrease) in net assets resulting from operations		(147)		64		676		(7)		3		1,191
CONTRACT TRANSACTIONS:
	Purchase payments		6,000		0		0		0		0		0
	Redemptions		0		(53)		0		0		0		0
	Transfers, net		19,555		20,513		13,951		4,624		85		18,548
	Increase in net assets resulting from contract transactions		25,555		20,460		13,951		4,624		85		18,548
	Total increase in net assets		25,408		20,524		14,627		4,617		88		19,739
NET ASSETS:
	Beginning of period		0		0		0		0		0		0
	End of period	$	25,408	$	20,524	$	14,627	$	4,617	$	88	$	19,739
CHANGES IN UNITS OUTSTANDING:
	Units issued		3,794		2,802		2,303		675		12		2,851
	Units redeemed		(625)		(8)		0		0		0		0
	Net increase		3,169		2,794		2,303		675		12		2,851
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FRANKLIN SMALL CAP VALUE SECURITIES FUND		JANUS ASPEN BALANCED PORTFOLIO
			2008		2008		2008		2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	(3)	$	0	$	(6)	$	(51)	$	(3)	$	84
	Net realized loss		(1)		0		(32)		(31)		(1)		(226)
	Change in net unrealized appreciation (depreciation) on investments		596		6		(250)		664		738		(1,333)
	Increase (decrease) in net assets resulting from operations		592		6		(288)		582		734		(1,475)
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		0		0		0
	Redemptions		0		0		(24)		(92)		0		0
	Transfers, net		7,808		141		5,590		50,882		7,808		11,323
	Increase in net assets resulting from contract transactions		7,808		141		5,566		50,790		7,808		11,323
	Total increase in net assets		8,400		147		5,278		51,372		8,542		9,848
NET ASSETS:
	Beginning of period		0		0		0		0		0		0
	End of period	$	8,400	$	147	$	5,278	$	51,372	$	8,542	$	9,848
CHANGES IN UNITS OUTSTANDING:
	Units issued		1,050		23		771		5,049		1,309		1,191
	Units redeemed		0		0		(4)		(9)		0		0
	Net increase		1,050		23		767		5,040		1,309		1,191
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			JANUS ASPEN FLEXIBLE BOND PORTFOLIO		JANUS ASPEN GROWTH & INCOME PORTFOLIO		MFS VIT UTILITY SERIES		NVIT MID CAP INDEX FUND		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		PIMCO VIT HIGH YIELD FUND
			2008		2008		2008		2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	632	$	9	$	(10)	$	40	$	(2)	$	171
	Net realized gain (loss)		4		(8)		(7)		(2)		0		(89)
	Change in net unrealized appreciation (depreciation) on investments		1,282		106		(1,457)		653		601		1,001
	Increase (decrease) in net assets resulting from operations		1,918		107		(1,474)		691		599		1,083
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		0		0		0		0
	Redemptions		(93)		0		0		0		0		0
	Transfers, net		32,632		2,626		7,829		7,808		13,951		28,162
	Increase in net assets resulting from contract transactions		32,539		2,626		7,829		7,808		13,951		28,162
	Total increase in net assets		34,457		2,733		6,355		8,499		14,550		29,245
NET ASSETS:
	Beginning of period		0		0		0		0		0		0
	End of period	$	34,457	$	2,733	$	6,355	$	8,499	$	14,550	$	29,245
CHANGES IN UNITS OUTSTANDING:
	Units issued		3,371		449		1,005		1,339		2,455		3,916
	Units redeemed		(9)		0		0		0		0		0
	Net increase		3,362		449		1,005		1,339		2,455		3,916
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			PIMCO VIT LOW DURATION BOND FUND		PIMCO VIT TOTAL RETURN FUND		PIONEER EMERGING MARKETS VCT PORTFOLIO		PIONEER SMALL CAP VALUE VCT PORTFOLIO		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO
			2008		2008		2008		2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(1)		(1)		(1)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	249	$	100	$	(5)	$	(6)	$	4,997	$	277
	Net realized gain (loss)		336		185		0		(606)		0		(247)
	Change in net unrealized appreciation (depreciation) on investments		(362)		290		301		333		0		40
	Increase (decrease) in net assets resulting from operations		223		575		296		(279)		4,997		70
CONTRACT TRANSACTIONS:
	Purchase payments		0		3,000		0		0		3,287,473		0
	Redemptions		(168)		0		0		(24)		(1,035)		(52)
	Transfers, net		33,538		34,821		2,758		5,590		(516,671)		25,599
	Increase in net assets resulting from contract transactions		33,370		37,821		2,758		5,566		2,769,767		25,547
	Total increase in net assets		33,593		38,396		3,054		5,287		2,774,764		25,617
NET ASSETS:
	Beginning of period		0		0		0		0		0		0
	End of period	$	33,593	$	38,396	$	3,054	$	5,287	$	2,774,764	$	25,617
CHANGES IN UNITS OUTSTANDING:
	Units issued		3,466		4,130		691		819		328,300		3,924
	Units redeemed		(17)		(304)		0		(4)		(52,687)		(8)
	Net increase		3,449		3,826		691		815		275,613		3,916
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2008
			SELIGMAN COMMUNICATIONS & INFORMATION FUND		THIRD AVENUE VALUE PORTFOLIO		TOTAL SCHWAB ONESOURCE ANNUITY
			2008		2008		2008
Schwab OneSource Annuity:			(1)		(1)		(UNAUDITED)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	(3)	$	(2)	$	6,259
	Net realized loss		0		(1)		(10,230)
	Change in net unrealized appreciation on investments		437		595		4,704
	Increase in net assets resulting from operations		434		592		733
CONTRACT TRANSACTIONS:
	Purchase payments		0		0		3,299,473
	Redemptions		0		0		(1,698)
	Transfers, net		7,807		13,950		57
	Increase in net assets resulting from contract transactions		7,807		13,950		3,297,832
	Total increase in net assets		8,241		14,542		3,298,565
NET ASSETS:
	Beginning of period		0		0		0
	End of period	$	8,241	$	14,542	$	3,298,565
CHANGES IN UNITS OUTSTANDING:
	Units issued		1,228		2,529		405,178
	Units redeemed		0		0		(54,071)
	Net increase		1,228		2,529		351,107
(1)	The portfolio commenced operations on May 8, 2008.
The accompanying notes are an integral part of these financial statements.							(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. ORGANIZATION

The Variable Annuity-1 Series Account (the Series Account), a separate account of First Great-West Life & Annuity Insurance Company (the Company), was established under New York law. The Series Account commenced operations on January 15, 1997. As of May 1, 2008, the Company began offering a new contract in the Series Account (Schwab OneSource Annuity). The original contract in the Series Account is designated the Schwab Select Annuity. The Series Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended. The Series Account is a funding vehicle for both group and individual variable annuity contracts. The Series Account consists of numerous investment divisions with each investment division being treated as an individual separate account and investing all of its investible assets in the named underlying mutual fund.

Under applicable insurance law, the assets and liabilities of the Series Account are clearly identified and distinguished from the Company's other assets and liabilities. The portion of the Series Account's assets applicable to the reserves and other contract liabilities with respect to the Series Account is not chargeable with liabilities arising out of any other business the Company may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements and financial highlights of each of the investment divisions in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and financial highlights and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Application of Recent Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133” (“FAS 161”). FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Furthermore, in September 2008, FASB Staff Position No. 133-1 and FASB Interpretation No. 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (“FSP”) was issued and is effective for fiscal years and interim periods ending after November 15, 2008. The FSP clarifies the effective date of FAS 161, whereby disclosures required by FAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Each of the investment divisions of the Series Account has determined that FAS 161 will have no impact on its financial statements and related disclosures.

Security Valuation

On January 1, 2008, each of the investment divisions of the Series Account adopted the provisions of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

The valuation hierarchy is based upon the transparency of inputs to the valuation of the Series Account’s investments. The three levels are defined as follows:

Level 1 – Valuations based on quoted prices for identical securities in active markets.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the fair value measurement.

During 2008, the only investments of each of the investment divisions of the Series Account were in underlying registered investment companies that are actively traded, therefore 100% of the investments are valued using Level 1 inputs.

Security Transactions

Investments made in the underlying mutual funds are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value. Transactions are recorded on a trade date basis. Income from dividends and gains from realized gain distributions are recorded on the ex-distribution date.

Realized gains and losses on the sales of investments are computed on the basis of the identified cost of the investment sold.

One or more of the underlying investment divisions may invest in securities of governmental agencies, foreign issuers and high yield bonds.

Investments in securities of governmental agencies may only be guaranteed by the respective agency’s limited authority to borrow from the U.S. Government and may not be guaranteed by the full faith and credit of the U.S. Government.

Certain investment divisions may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the underlying investment divisions to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions.

Certain investment divisions invest in high yield bonds, some of which may be rated below investment grade. These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions. The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.

Contracts in the Payout Phase

Net assets allocated to contracts in the payout phase are computed according to the 2000 Individual Annuitant Mortality Table. The assumed investment return is 5 percent. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the variable annuity account by the Company to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company and recorded as surrenders reflected in the Statement of Changes in Net Assets of which there were none for the years ended December 31, 2008 and 2007. These excess amounts are represented as either a Due to or Due from First Great West Life & Annuity Insurance Company on the Statement of Assets and Liabilities.

Federal Income Taxes

The operations of the Series Account are included in the federal income tax return of the Company, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). Under the current provisions of the IRC, the Company does not expect to incur federal income taxes on the earnings of the Series Account to the extent the earnings are credited under the contracts. Based on this, no charge is being made currently to the Series Account for federal income taxes. The Company will review periodically the status of this policy in the event of changes in the tax law. A charge may be made in future years for any federal income taxes that would be attributable to the contracts.

Net Transfers

Net transfers include transfers between investment divisions of the Series Account as well as transfers between other investment options of the Company, not included in the Series Account.

Investment Income Ratio

The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the investment division from the underlying mutual fund divided by average net assets during the year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the investment division is affected by the timing of the declaration of dividends by the underlying fund in which the investment division invests.

3. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2008 were as follows:

Schwab OneSource Annuity:		Purchases		Sales
Aim V.I. International Growth Fund	$	6,639	$	0
Alger American Largecap Growth Portfolio		226		0
Alger American Midcap Growth Portfolio		20,182		34
Alliance-Bernstein VPS International Growth Portfolio		42,075		3,083
Alliance-Bernstein VPS International Value Portfolio		47,218		119
Alliance-Bernstein VPS Real Estate Investment Portfolio		28,583		53
American Century VP Balanced Fund		31,527		5,986
American Century VP Value Fund		20,513		79
Delaware VIP Growth Opportunities Series		13,951		0
Delaware VIP Small Cap Value Series		4,624		6
Dreyfus VIF Appreciation Portfolio		85		0

DWS Dreman Small Mid Cap Value VIP Portfolio		18,547		9
DWS Health Care VIP Portfolio		7,808		2
DWS Large Cap Value VIP Portfolio		141		0
DWS Small Cap Index VIP Portfolio		5,590		30
Federated Fund for U.S. Government Securities II		50,882		138
Franklin Small Cap Value Securities Fund		7,808		1
Janus Aspen Balanced Portfolio		11,408		0
Janus Aspen Flexible Bond Portfolio		33,174		0
Janus Aspen Growth & Income Portfolio		2,635		0
MFS VIT Utility Series		7,831		11
NVIT Mid Cap Index Fund		7,849		0
Oppenheimer International Growth Fund/VA		13,951		0
Pimco VIT High Yield Fund		28,248		0
Pimco VIT Low Duration Bond Fund		34,038		0
Pimco VIT Total Return Fund		40,820		2,775
Pioneer Emerging Markets VCT Portfolio		2,758		3
Pioneer Small Cap Value VCT Portfolio		5,590		30
Schwab Money Market Portfolio		3,299,474		527,610
Schwab S&P 500 Index Portfolio		25,827		0
Seligman Communications & Information Fund		7,808		3
Third Avenue Value Portfolio		13,951		1
Total	$	3,841,761	$	539,973

Schwab Select Annuity:		Purchases		Sales
Aim V.I. Core Equity Fund	$	11,446	$	181,340
Aim V.I. High Yield Fund		10,476		14,689
Aim V.I. International Growth Fund		87,165		187,454
Aim V.I. Technology Fund		306,677		319,178
Alger American LargeCap Growth Portfolio		219,953		1,168,394
Alger American Midcap Growth Portfolio		489,085		495,161
AllianceBernstein VPS Growth & Income Portfolio		65,578		86,623
AllianceBernstein VPS Growth Portfolio		81,458		187,142
AllianceBernstein VPS International Growth Portfolio		508,481		277,464
AllianceBernstein VPS International Value Portfolio		886,018		702,166
AllianceBernstein VPS Small/Midcap Value Portfolio		119,437		80,825
AllianceBernstein VPS Utility Income Portfolio		687,348		996,557
American Century VP Balanced Fund		125,815		99,616
American Century VP International Fund		61,540		211,605
American Century VP Value Fund		276,262		137,726
Delaware VIP Growth Opportunities Series		0		259,774
Delaware VIP Small Cap Value Series		256,405		312,411
Dreyfus IP Midcap Stock Portfolio		12,319		20,064
Dreyfus VIF Appreciation Portfolio		263,160		61,849
Dreyfus VIF Developing Leaders Portfolio		1,062		5,475
Dreyfus VIF Growth & Income Portfolio		15,208		52,904
DWS Blue Chip VIP Portfolio		166,587		353,181
DWS Capital Growth VIP Portfolio		263,528		197,986
DWS Dreman High Return Equity VIP Portfolio		75,045		51,362
DWS Dreman Small Mid Cap Value VIP Portfolio		419,918		276,624

DWS Growth & Income VIP Portfolio		51,813		17,367
DWS Health Care VIP Portfolio		236,000		192,978
DWS Large Cap Value VIP Portfolio		313,495		134,217
DWS Small Cap Index VIP Portfolio		64,936		62,396
Federated American Leaders Fund II		113,711		38,293
Federated Capital Income Fund II		5,187		825
Federated Fund for U.S. Government Securities II		492,624		480,255
Franklin Small Cap Value Securities Fund		214,195		198,366
Janus Aspen Balanced Portfolio Institutional Shares		102,475		295,569
Janus Aspen Balanced Portfolio Service Shares		290,738		20,435
Janus Aspen Flexible Bond Portfolio Institutional Shares		46,142		212,200
Janus Aspen Flexible Bond Portfolio Service Shares		430,340		87,519
Janus Aspen Growth & Income Portfolio Institutional Shares		5,511		145,738
Janus Aspen Growth & Income Portfolio Service Shares		111,928		41,884
Janus Aspen International Growth Portfolio Institutional Shares		182,094		432,995
Janus Aspen International Growth Portfolio Service Shares		896,299		824,235
Janus Aspen Large Cap Growth Portfolio		3,844		59,722
Janus Aspen Worldwide Growth Portfolio		10,387		44,786
LVIP Baron Growth Opportunities Fund		206,050		219,667
MFS VIT Utility Series		73,198		63,443
Neuberger Berman Amt Regency Portfolio		333		10,765
NVIT Mid Cap Index Fund		103,832		160,652
Oppenheimer Global Securities Fund/VA		282,244		339,339
Pimco VIT High Yield Fund		877,656		1,043,123
Pimco VIT Low Duration Bond Fund		475,472		547,331
Pimco VIT Total Return Fund		1,936,619		959,970
Pioneer Fund VCT Portfolio		27,917		31,179
Pioneer Growth Opportunities VCT Portfolio		26,594		202,485
Pioneer Mid Cap Value VCT Portfolio		7,549		5,810
Pioneer Small Cap Value VCT Portfolio		313,355		294,029
Prudential Series Fund Equity Portfolio		19,139		331,852
Schwab MarketTrack Growth Portfolio II		100,848		249,256
Schwab Money Market Portfolio		11,185,451		8,092,346
Schwab S&P 500 Index Portfolio		2,497,513		2,321,120
Third Avenue Value Portfolio		938,595		464,356
Universal Institutional Fund U.S. Real Estate Portfolio		1,083,346		471,542
Van Kampen LIT Comstock		21,141		3,243
Van Kampen LIT Growth & Income		47,097		20,052
Wells Fargo Advantage VT Opportunity Fund		30,379		3,733
Wells Fargo Advantage VT Small/Mid Cap Value Fund		42,548		11,296
Total	$	29,278,566	$	25,873,939

4. EXPENSES AND RELATED PARTY TRANSACTIONS

Contract Maintenance Charge

The Company deducts from each participant account in the Schwab Select Annuity, a $25 annual maintenance charge on accounts under $50,000 as of each contract's anniversary date.

Transfer Fees

The Company charges $10 in the Schwab Select Annuity for each transfer between investment divisions in excess of 12 transfers in any calendar year.

Deductions for Premium Taxes

The Company deducts from each contribution in both the Schwab Select Annuity and Schwab OneSource Annuity any applicable state Premium Tax or retaliatory tax, which currently range from 0% to 3.5%.

Deductions for Assumption of Mortality and Expense Risks

The Company deducts an amount, computed and accrued daily, from the unit value of each investment division of both the Schwab Select Annuity and Schwab OneSource Annuity investments, equal to an annual rate from 0.65% to 0.85%, depending on the benefit option chosen. This charge compensates the Company for its assumption of certain mortality, death benefit, and expense risks. The accrued amount is represented as Due from First Great West Life & Annuity Insurance Company on the Statement of Assets and Liabilities.

If the above charges prove insufficient to cover actual costs and assumed risks, the loss will be borne by the Company; conversely, if the amounts deducted prove more than sufficient, the excess will be a profit to the Company.

5. FINANCIAL HIGHLIGHTS

For Schwab Select Annuity, a summary of accumulation units outstanding for variable annuity contracts, the expense ratio, excluding expenses of the underlying funds, the related total return and the related accumulation unit fair values for the five years ended December 31, 2008 is included on the following pages. The unit values in the Financial Highlights are calculated based on the net assets and accumulation units outstanding as of December 31 of each year presented and may differ from the unit value reflected on the Statement of Assets and Liabilities due to rounding. For Schwab OneSource Annuity, a summary of accumulation units outstanding for variable annuity contracts, the range of the lowest to highest expense ratio, excluding expenses of the underlying funds, the related total return and the related accumulation unit fair values for the five years ended December 31, 2008 is included on the following pages. In certain instances the lowest unit fair value and total return exceed the highest due to the impact of contracts which were not inforce for the full year.

The Expense Ratios represent the annualized contract expenses of the Series Account, consisting of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

The Total Return amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. The total return is calculated for each period shown and, accordingly, is not annualized for periods less than one year. As the total return for Schwab OneSource Annuity for each of the periods in the five years ended December 31, 2008 is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	At December 31						For the year or period ended December 31
	Units		Unit Fair Value			Net Assets
	(000s)					(000s)	Expense Ratio		Total Return
Schwab Select Annuity:
AIM V.I. CORE EQUITY FUND
2008	32		$	12.62	$	417	0.85	%	(30.74)	%
2007	42		$	18.22	$	791	0.85	%	7.18	%
2006	50		$	17.00	$	872	0.85	%	15.41	%
2005	63		$	14.73	$	930	0.85	%	2.43	%
2004	99		$	14.38	$	1,437	0.85	%	3.36	%
AIM V.I. HIGH YIELD FUND
2008	8		$	9.86	$	105	0.85	%	(26.36)	%
2007	9		$	13.39	$	149	0.85	%	0.38	%
2006	14		$	13.33	$	204	0.85	%	9.80	%
2005	18		$	12.14	$	215	0.85	%	1.85	%
2004	26		$	11.92	$	336	0.85	%	9.94	%
AIM V.I. INTERNATIONAL GROWTH FUND
2008	11		$	7.46	$	86	0.85	%	(40.89)	%
2007	20		$	12.62	$	247	0.85	%	13.69	%
2006	54		$	11.10	$	596	0.85	%	11.00	%
AIM V.I. TECHNOLOGY FUND
2008	114		$	1.54	$	176	0.85	%	(45.20)	%
2007	119		$	2.81	$	335	0.85	%	6.84	%
2006	142		$	2.63	$	372	0.85	%	9.58	%
2005	176		$	2.40	$	423	0.85	%	1.27	%
2004	181		$	2.37	$	429	0.85	%	3.75	%
ALGER AMERICAN LARGECAP GROWTH PORTFOLIO
2008	92		$	11.21	$	1,038	0.85	%	(46.59)	%
2007	144		$	20.99	$	3,042	0.85	%	18.92	%
2006	90		$	17.65	$	1,596	0.85	%	4.25	%
2005	89		$	16.93	$	1,500	0.85	%	11.09	%
2004	116		$	15.24	$	1,771	0.85	%	4.61	%
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
2008	39		$	8.42	$	325	0.85	%	(58.71)	%
2007	66		$	20.39	$	1,346	0.85	%	30.45	%
2006	17		$	15.63	$	271	0.85	%	9.22	%
2005	16		$	14.31	$	231	0.85	%	8.90	%
2004	18		$	13.14	$	231	0.85	%	12.09	%
										(Continued)
ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO
2008	13		$	6.84	$	87	0.85	%	(41.09)	%
2007	16		$	11.61	$	186	0.85	%	4.22	%
2006	3		$	11.14	$	29	0.85	%	11.40	%
ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO
2008	9		$	6.34	$	59	0.85	%	(42.93)	%
2007	23		$	11.11	$	256	0.85	%	12.11	%
2006	3		$	9.91	$	31	0.85	%	(0.90)	%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
2008	106		$	9.12	$	966	0.85	%	(49.28)	%
2007	97		$	17.98	$	1,745	0.85	%	17.13	%
2006	85		$	15.35	$	1,302	0.85	%	25.92	%
2005	47		$	12.19	$	578	0.85	%	21.90	%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
2008	99		$	5.49	$	542	0.85	%	(53.63)	%
2007	94		$	11.84	$	1,118	0.85	%	4.96	%
2006	61		$	11.28	$	686	0.85	%	12.80	%
ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO
2008	14		$	6.74	$	95	0.85	%	(36.17)	%
2007	13		$	10.56	$	137	0.85	%	0.86	%
2006	10		$	10.47	$	104	0.85	%	4.70	%
ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO
2008	9		$	14.12	$	130	0.85	%	(37.13)	%
2007	39		$	22.46	$	884	0.85	%	21.34	%
2006	43		$	18.51	$	801	0.85	%	22.66	%
2005	17		$	15.09	$	250	0.85	%	15.10	%
2004	9		$	13.11	$	121	0.85	%	23.28	%
AMERICAN CENTURY VP BALANCED FUND
2008	44		$	10.72	$	469	0.85	%	(21.00)	%
2007	46		$	13.57	$	623	0.85	%	3.98	%
2006	41		$	13.05	$	533	0.85	%	8.75	%
2005	28		$	12.00	$	334	0.85	%	3.99	%
2004	26		$	11.54	$	304	0.85	%	8.85	%
										(Continued)
AMERICAN CENTURY VP INTERNATIONAL FUND
2008	28		$	11.42	$	316	0.85	%	(45.31)	%
2007	38		$	20.88	$	792	0.85	%	17.04	%
2006	42		$	17.84	$	758	0.85	%	23.97	%
2005	57		$	14.39	$	815	0.85	%	12.33	%
2004	71		$	12.81	$	907	0.85	%	13.95	%
AMERICAN CENTURY VP VALUE FUND
2008	87		$	10.72	$	937	0.85	%	(27.42)	%
2007	91		$	14.77	$	1,338	0.85	%	(5.92)	%
2006	70		$	15.70	$	1,104	0.85	%	17.60	%
2005	42		$	13.35	$	555	0.85	%	4.13	%
2004	24		$	12.82	$	305	0.85	%	13.37	%
DELAWARE VIP SMALL CAP VALUE SERIES
2008	27		$	11.53	$	309	0.85	%	(30.46)	%
2007	33		$	16.58	$	548	0.85	%	(7.43)	%
2006	65		$	17.91	$	1,160	0.85	%	15.25	%
2005	32		$	15.54	$	499	0.85	%	8.44	%
2004	18		$	14.33	$	262	0.85	%	20.46	%
DREYFUS IP MIDCAP STOCK PORTFOLIO
2008	4		$	8.91	$	34	0.85	%	(40.95)	%
2007	5		$	15.09	$	76	0.85	%	0.67	%
2006	5		$	14.99	$	78	0.85	%	6.84	%
2005	17		$	14.03	$	235	0.85	%	8.26	%
2004	21		$	12.96	$	272	0.85	%	13.51	%
DREYFUS VIF APPRECIATION PORTFOLIO
2008	64		$	8.32	$	528	0.85	%	(30.08)	%
2007	49		$	11.90	$	588	0.85	%	6.16	%
2006	102		$	11.21	$	1,148	0.85	%	15.57	%
2005	96		$	9.70	$	935	0.85	%	3.41	%
2004	121		$	9.38	$	1,132	0.85	%	4.16	%
DREYFUS VIF DEVELOPING LEADERS PORTFOLIO
2008	1		$	7.56	$	9	0.85	%	(38.13)	%
2007	2		$	12.22	$	20	0.85	%	(11.83)	%
2006	2		$	13.86	$	29	0.85	%	2.90	%
2005	4		$	13.47	$	55	0.85	%	4.91	%
2004	4		$	12.84	$	57	0.85	%	10.40	%
										(Continued)
DREYFUS VIF GROWTH & INCOME PORTFOLIO
2008	10		$	6.98	$	69	0.85	%	(40.95)	%
2007	15		$	11.82	$	177	0.85	%	7.55	%
2006	18		$	10.99	$	203	0.85	%	13.53	%
2005	29		$	9.68	$	285	0.85	%	2.54	%
2004	21		$	9.44	$	194	0.85	%	6.56	%
DWS BLUE CHIP VIP PORTFOLIO
2008	4		$	6.74	$	25	0.85	%	(39.06)	%
2007	33		$	11.06	$	361	0.85	%	2.60	%
2006	47		$	10.78	$	506	0.85	%	7.80	%
DWS CAPITAL GROWTH VIP PORTFOLIO
2008	37		$	7.37	$	275	0.85	%	(33.54)	%
2007	31		$	11.09	$	348	0.85	%	11.68	%
2006	16		$	9.93	$	158	0.85	%	7.58	%
2005	19		$	9.23	$	178	0.85	%	7.95	%
2004	22		$	8.55	$	192	0.85	%	7.07	%
DWS DREMAN HIGH RETURN EQUITY VIP PORTFOLIO
2008	21		$	6.62	$	137	0.85	%	(46.44)	%
2007	23		$	12.36	$	287	0.85	%	(2.68)	%
2006	28		$	12.70	$	353	0.85	%	17.70	%
2005	26		$	10.79	$	275	0.85	%	7.90	%
DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
2008	30		$	7.15	$	212	0.85	%	(33.98)	%
2007	31		$	10.83	$	337	0.85	%	2.27	%
2006	23		$	10.59	$	239	0.85	%	5.90	%
DWS GROWTH & INCOME VIP PORTFOLIO
2008	16		$	6.09	$	105	0.85	%	(38.86)	%
2007	16		$	9.96	$	169	0.85	%	0.50	%
2006	31		$	9.91	$	302	0.85	%	12.61	%
2005	36		$	8.80	$	317	0.85	%	5.26	%
2004	38		$	8.36	$	315	0.85	%	9.23	%
DWS HEALTH CARE VIP PORTFOLIO
2008	5		$	9.14	$	45	0.85	%	(23.90)	%
2007	4		$	12.01	$	42	0.85	%	12.24	%
2006	1		$	10.70	$	13	0.85	%	7.00	%
										(Continued)
DWS LARGE CAP VALUE VIP PORTFOLIO
2008	18		$	8.48	$	155	0.85	%	(36.90)	%
2007	10		$	13.44	$	135	0.85	%	12.19	%
2006	2		$	11.98	$	29	0.85	%	14.42	%
DWS SMALL CAP INDEX VIP PORTFOLIO
2008	24		$	11.48	$	272	0.85	%	(34.66)	%
2007	26		$	17.57	$	453	0.85	%	(2.71)	%
2006	31		$	18.06	$	562	0.85	%	16.44	%
2005	48		$	15.51	$	745	0.85	%	3.40	%
2004	62		$	15.00	$	925	0.85	%	16.76	%
FEDERATED AMERICAN LEADERS FUND II
2008	27		$	10.72	$	321	0.85	%	(34.39)	%
2007	29		$	16.34	$	512	0.85	%	(10.42)	%
2006	91		$	18.24	$	1,696	0.85	%	13.01	%
2005	121		$	16.14	$	1,943	0.85	%	4.17	%
2004	144		$	15.12	$	2,216	0.85	%	8.85	%
FEDERATED CAPITAL INCOME FUND II
2008	8		$	10.26	$	78	0.85	%	(21.02)	%
2007	8		$	12.99	$	99	0.85	%	3.10	%
2006	11		$	12.60	$	136	0.85	%	14.75	%
2005	11		$	10.98	$	119	0.85	%	5.37	%
2004	4		$	10.42	$	39	0.85	%	9.00	%
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
2008	122		$	16.77	$	2,048	0.85	%	3.39	%
2007	126		$	16.22	$	2,050	0.85	%	5.39	%
2006	117		$	15.39	$	1,800	0.85	%	3.22	%
2005	130		$	14.91	$	1,934	0.85	%	1.15	%
2004	165		$	14.74	$	2,438	0.85	%	2.73	%
FRANKLIN SMALL CAP VALUE SECURITIES FUND
2008	18		$	6.55	$	115	0.85	%	(33.57)	%
2007	17		$	9.86	$	168	0.85	%	(1.40)	%
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
2008	60		$	12.05	$	725	0.85	%	(16.55)	%
2007	82		$	14.44	$	1,180	0.85	%	9.56	%
2006	78		$	13.18	$	1,025	0.85	%	9.83	%
2005	40		$	12.00	$	485	0.85	%	7.05	%
2004	43		$	11.21	$	479	0.85	%	7.61	%
										(Continued)
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
2008	42		$	8.67	$	363	0.85	%	(16.79)	%
2007	15		$	10.42	$	153	0.85	%	4.20	%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
2008	64		$	15.56	$	993	0.85	%	5.06	%
2007	77		$	14.81	$	1,146	0.85	%	6.16	%
2006	116		$	13.95	$	1,619	0.85	%	3.33	%
2005	116		$	13.50	$	1,561	0.85	%	1.12	%
2004	139		$	13.35	$	1,852	0.85	%	3.09	%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
2008	60		$	10.92	$	653	0.85	%	4.80	%
2007	29		$	10.42	$	302	0.85	%	4.20	%
JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES
2008	38		$	9.14	$	351	0.85	%	(41.63)	%
2007	49		$	15.66	$	762	0.85	%	7.78	%
2006	68		$	14.53	$	986	0.85	%	7.15	%
2005	62		$	13.56	$	837	0.85	%	11.42	%
2004	38		$	12.17	$	463	0.85	%	10.99	%
JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES
2008	55		$	5.95	$	326	0.85	%	(41.72)	%
2007	48		$	10.21	$	488	0.85	%	2.10	%
JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO INSTITUTIONAL SHARES
2008	35		$	14.54	$	506	0.85	%	(52.51)	%
2007	52		$	30.62	$	1,589	0.85	%	27.27	%
2006	50		$	24.06	$	1,210	0.85	%	45.73	%
2005	38		$	16.51	$	622	0.85	%	31.24	%
2004	25		$	12.58	$	318	0.85	%	17.95	%
JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO SERVICE SHARES
2008	88		$	5.64	$	494	0.85	%	(52.61)	%
2007	127		$	11.90	$	1,511	0.85	%	19.00	%
JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
2008	34		$	10.47	$	358	0.85	%	(40.21)	%
2007	37		$	17.51	$	658	0.85	%	14.15	%
2006	46		$	15.34	$	712	0.85	%	10.44	%
2005	58		$	13.89	$	808	0.85	%	3.35	%
2004	92		$	13.44	$	1,237	0.85	%	3.63	%
										(Continued)
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
2008	46		$	9.96	$	455	0.85	%	(45.12)	%
2007	48		$	18.15	$	873	0.85	%	8.68	%
2006	74		$	16.70	$	1,229	0.85	%	17.28	%
2005	87		$	14.24	$	1,235	0.85	%	4.94	%
2004	119		$	13.57	$	1,618	0.85	%	3.89	%
LVIP BARON GROWTH OPPORTUNITIES FUND
2008	60		$	12.20	$	732	0.85	%	(39.66)	%
2007	66		$	20.22	$	1,330	0.85	%	2.54	%
2006	64		$	19.72	$	1,265	0.85	%	14.58	%
2005	102		$	17.21	$	1,748	0.85	%	2.44	%
2004	93		$	16.80	$	1,557	0.85	%	24.58	%
MFS VIT UTILITY SERIES
2008	0	*	$	6.31	$	3	0.85	%	(36.90)	%
NEUBERGER BERMAN AMT REGENCY PORTFOLIO
2008	3		$	5.59	$	18	0.85	%	(46.46)	%
2007	4		$	10.44	$	45	0.85	%	2.15	%
2006	1		$	10.22	$	11	0.85	%	2.20	%
NVIT MID CAP INDEX FUND
2008	20		$	10.80	$	220	0.85	%	(37.14)	%
2007	27		$	17.18	$	461	0.85	%	6.44	%
2006	32		$	16.14	$	511	0.85	%	8.83	%
2005	28		$	14.83	$	414	0.85	%	10.92	%
2004	23		$	13.37	$	302	0.85	%	14.53	%
OPPENHEIMER GLOBAL SECURITIES FUND/VA
2008	68		$	12.14	$	824	0.85	%	(40.66)	%
2007	78		$	20.46	$	1,601	0.85	%	5.41	%
2006	90		$	19.41	$	1,748	0.85	%	16.72	%
2005	139		$	16.63	$	2,313	0.85	%	13.28	%
2004	71		$	14.68	$	1,040	0.85	%	18.16	%
PIMCO VIT HIGH YIELD FUND
2008	67		$	10.00	$	674	0.85	%	(24.18)	%
2007	78		$	13.19	$	1,034	0.85	%	2.73	%
2006	106		$	12.84	$	1,358	0.85	%	8.08	%
2005	101		$	11.88	$	1,199	0.85	%	3.21	%
2004	67		$	11.51	$	767	0.85	%	8.62	%
										(Continued)
PIMCO VIT LOW DURATION BOND FUND
2008	131		$	10.88	$	1,422	0.85	%	(1.18)	%
2007	145		$	11.01	$	1,600	0.85	%	6.38	%
2006	134		$	10.35	$	1,391	0.85	%	3.09	%
2005	141		$	10.04	$	1,420	0.85	%	0.20	%
2004	139		$	10.02	$	1,394	0.85	%	0.99	%
PIMCO VIT TOTAL RETURN FUND
2008	293		$	11.61	$	3,406	0.85	%	3.94	%
2007	222		$	11.17	$	2,481	0.85	%	7.82	%
2006	146		$	10.36	$	1,508	0.85	%	2.98	%
2005	49		$	10.06	$	492	0.85	%	0.60	%
PIONEER FUND VCT PORTFOLIO
2008	17		$	9.57	$	161	0.85	%	(34.85)	%
2007	18		$	14.69	$	263	0.85	%	4.11	%
2006	17		$	14.11	$	243	0.85	%	15.66	%
2005	8		$	12.20	$	96	0.85	%	5.26	%
2004	8		$	11.59	$	98	0.85	%	6.78	%
PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO
2008	16		$	9.02	$	144	0.85	%	(36.03)	%
2007	17		$	14.10	$	246	0.85	%	(4.67)	%
2006	26		$	14.79	$	383	0.85	%	4.67	%
2005	32		$	14.13	$	449	0.85	%	5.76	%
2004	47		$	13.36	$	627	0.85	%	21.29	%
PIONEER MID CAP VALUE VCT PORTFOLIO
2008	6		$	7.29	$	47	0.85	%	(34.32)	%
2007	6		$	11.10	$	71	0.85	%	4.42	%
2006	0	*	$	10.63	$	5	0.85	%	6.30	%
PIONEER SMALL CAP VALUE VCT PORTFOLIO
2008	17		$	10.48	$	173	0.85	%	(38.53)	%
2007	19		$	17.05	$	330	0.85	%	(7.74)	%
2006	19		$	18.48	$	345	0.85	%	11.33	%
2005	32		$	16.60	$	532	0.85	%	13.93	%
2004	33		$	14.57	$	476	0.85	%	21.28	%
										(Continued)
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
2008	8		$	7.69	$	62	0.85	%	(38.92)	%
2007	13		$	12.59	$	163	0.85	%	7.98	%
2006	70		$	11.66	$	820	0.85	%	11.15	%
2005	47		$	10.49	$	495	0.85	%	10.07	%
2004	26		$	9.53	$	248	0.85	%	8.59	%
SCHWAB MARKETTRACK GROWTH PORTFOLIO
2008	40		$	12.96	$	525	0.85	%	(31.93)	%
2007	49		$	19.04	$	954	0.85	%	4.73	%
2006	102		$	18.18	$	1,855	0.85	%	14.05	%
2005	93		$	15.94	$	1,481	0.85	%	4.87	%
2004	95		$	15.20	$	1,445	0.85	%	10.63	%
SCHWAB MONEY MARKET PORTFOLIO
2008	837		$	13.39	$	11,278	0.85	%	1.29	%
2007	624		$	13.22	$	8,252	0.85	%	3.85	%
2006	395		$	12.73	$	5,028	0.85	%	3.75	%
2005	482		$	12.27	$	5,915	0.85	%	1.83	%
2004	484		$	12.05	$	5,829	0.85	%	0.05	%
SCHWAB S&P 500 INDEX PORTFOLIO
2008	360		$	11.53	$	4,186	0.85	%	(37.06)	%
2007	361		$	18.32	$	6,646	0.85	%	4.45	%
2006	319		$	17.54	$	5,590	0.85	%	14.57	%
2005	402		$	15.31	$	6,156	0.85	%	3.87	%
2004	383		$	14.74	$	5,645	0.85	%	9.60	%
THIRD AVENUE VALUE PORTFOLIO
2008	144		$	5.44	$	783	0.85	%	(44.09)	%
2007	116		$	9.73	$	1,127	0.85	%	(5.63)	%
2006	22		$	10.31	$	226	0.85	%	3.10	%
UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO
2008	45		$	18.03	$	820	0.85	%	(38.44)	%
2007	43		$	29.29	$	1,270	0.85	%	(17.77)	%
2006	71		$	35.62	$	2,521	0.85	%	36.89	%
2005	58		$	26.02	$	1,502	0.85	%	16.06	%
2004	56		$	22.42	$	1,253	0.85	%	35.24	%
										(Continued)
VAN KAMPEN LIT COMSTOCK
2008	20		$	7.58	$	154	0.85	%	(36.20)	%
2007	20		$	11.88	$	236	0.85	%	(2.86)	%
2006	46		$	12.23	$	562	0.85	%	15.38	%
2005	14		$	10.60	$	144	0.85	%	6.00	%
VAN KAMPEN LIT GROWTH & INCOME
2008	31		$	8.72	$	266	0.85	%	(32.61)	%
2007	30		$	12.94	$	391	0.85	%	1.97	%
2006	16		$	12.69	$	201	0.85	%	15.26	%
2005	13		$	11.01	$	148	0.85	%	10.10	%
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
2008	11		$	6.54	$	71	0.85	%	(40.60)	%
2007	10		$	11.01	$	111	0.85	%	5.76	%
2006	8		$	10.41	$	84	0.85	%	4.10	%
WELLS FARGO ADVANTAGE VT SMALL/MIDCAP VALUE FUND
2008	15		$	8.29	$	133	0.85	%	(44.99)	%
2007	16		$	15.07	$	247	0.85	%	(1.57)	%
2006	20		$	15.31	$	312	0.85	%	14.77	%
2005	28		$	13.34	$	378	0.85	%	15.50	%
2004	39		$	11.55	$	452	0.85	%	15.78	%
* The Investment Division has units that round to less than 1,000 units.										(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	At December 31										For the year or period ended December 31
	Units		Unit Fair Value						Net Assets		Expense Ratio					Total Return
	(000s)		lowest to highest						(000s)		lowest to highest					lowest to highest
Schwab OneSource Annuity:
AIM V.I. INTERNATIONAL GROWTH FUND
2008	1		$	6.26	to	$	6.26	$	5		0.65	%	to	0.65	%	(37.40)	%	to	(37.40)	%
ALGER AMERICAN LARGECAP GROWTH PORTFOLIO
2008	0	*	$	5.80	to	$	5.80	$	0	*	0.65	%	to	0.65	%	(42.00)	%	to	(42.00)	%
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
2008	3		$	4.78	to	$	4.78	$	15		0.85	%	to	0.85	%	(52.20)	%	to	(52.20)	%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
2008	7		$	5.24	to	$	5.24	$	35		0.65	%	to	0.85	%	(47.60)	%	to	(47.60)	%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
2008	10		$	4.78	to	$	4.79	$	47		0.65	%	to	0.85	%	(52.20)	%	to	(52.10)	%
ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
2008	5		$	5.84	to	$	5.85	$	29		0.65	%	to	0.85	%	(41.60)	%	to	(41.50)	%
AMERICAN CENTURY VP BALANCED FUND
2008	3		$	8.02	to	$	8.03	$	25		0.65	%	to	0.85	%	(19.80)	%	to	(19.70)	%
AMERICAN CENTURY VP VALUE FUND
2008	3		$	7.34	to	$	7.35	$	21		0.65	%	to	0.85	%	(26.60)	%	to	(26.50)	%
DELAWARE VIP GROWTH OPPORTUNITIES SERIES
2008	2		$	6.35	to	$	6.35	$	15		0.85	%	to	0.85	%	(36.50)	%	to	(36.50)	%
DELAWARE VIP SMALL CAP VALUE SERIES
2008	1		$	6.84	to	$	6.85	$	5		0.65	%	to	0.85	%	(31.60)	%	to	(31.50)	%
DREYFUS VIF APPRECIATION PORTFOLIO
2008	0	*	$	7.26	to	$	7.26	$	0	*	0.65	%	to	0.65	%	(27.40)	%	to	(27.40)	%
DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
2008	3		$	6.92	to	$	6.92	$	20		0.85	%	to	0.85	%	(30.80)	%	to	(30.80)	%
DWS HEALTH CARE VIP PORTFOLIO
2008	1		$	8.00	to	$	8.00	$	8		0.85	%	to	0.85	%	(20.00)	%	to	(20.00)	%
DWS LARGE CAP VALUE VIP PORTFOLIO
2008	0	*	$	6.40	to	$	6.40	$	0	*	0.65	%	to	0.65	%	(36.00)	%	to	(36.00)	%
DWS SMALL CAP INDEX VIP PORTFOLIO
2008	1		$	6.88	to	$	6.88	$	5		0.65	%	to	0.65	%	(31.20)	%	to	(31.20)	%
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
2008	5		$	10.18	to	$	10.20	$	51		0.65	%	to	0.85	%	1.80	%	to	2.00	%
FRANKLIN SMALL CAP VALUE SECURITIES FUND
2008	1		$	6.53	to	$	6.53	$	9		0.85	%	to	0.85	%	(34.70)	%	to	(34.70)	%
JANUS ASPEN BALANCED PORTFOLIO
2008	1		$	8.27	to	$	8.27	$	10		0.85	%	to	0.85	%	(17.30)	%	to	(17.30)	%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
2008	3		$	10.24	to	$	10.25	$	34		0.65	%	to	0.85	%	2.40	%	to	2.50	%
JANUS ASPEN GROWTH & INCOME PORTFOLIO
2008	0	*	$	6.09	to	$	6.09	$	3		0.65	%	to	0.65	%	(39.10)	%	to	(39.10)	%
MFS VIT UTILITY SERIES
2008	1		$	6.32	to	$	6.32	$	6		0.65	%	to	0.65	%	(36.80)	%	to	(36.80)	%
NVIT MID CAP INDEX FUND
2008	1		$	6.35	to	$	6.35	$	8		0.85	%	to	0.85	%	(36.50)	%	to	(36.50)	%
																				(Continued)
OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
2008	2		$	5.93	to	$	5.93	$	15		0.85	%	to	0.85	%	(40.70)	%	to	(40.70)	%
PIMCO VIT HIGH YIELD FUND
2008	4		$	7.47	to	$	7.48	$	29		0.65	%	to	0.85	%	(25.30)	%	to	(25.20)	%
PIMCO VIT LOW DURATION BOND FUND
2008	3		$	9.74	to	$	9.74	$	34		0.65	%	to	0.65	%	(2.60)	%	to	(2.60)	%
PIMCO VIT TOTAL RETURN FUND
2008	4		$	10.03	to	$	10.05	$	38		0.65	%	to	0.85	%	0.30	%	to	0.50	%
PIONEER EMERGING MARKETS VCT PORTFOLIO
2008	1		$	4.42	to	$	4.42	$	3		0.85	%	to	0.85	%	(55.80)	%	to	(55.80)	%
PIONEER SMALL CAP VALUE VCT PORTFOLIO
2008	1		$	6.49	to	$	6.49	$	5		0.65	%	to	0.65	%	(35.10)	%	to	(35.10)	%
SCHWAB MONEY MARKET PORTFOLIO
2008	276		$	10.06	to	$	10.07	$	2,775		0.65	%	to	0.85	%	0.60	%	to	0.70	%
SCHWAB S&P 500 INDEX PORTFOLIO
2008	4		$	6.54	to	$	6.55	$	26		0.65	%	to	0.85	%	(34.60)	%	to	(34.50)	%
SELIGMAN COMMUNICATIONS & INFORMATION FUND
2008	1		$	6.71	to	$	6.71	$	8		0.85	%	to	0.85	%	(32.90)	%	to	(32.90)	%
THIRD AVENUE VALUE PORTFOLIO
2008	3		$	5.75	to	$	5.75	$	15		0.85	%	to	0.85	%	(42.50)	%	to	(42.50)	%
* The Investment Division has units or amounts that round to less than 1,000 units or $1,000.																				(Concluded)

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)	Financial Statements The financial statements for (i) First Great-West Life & Annuity Insurance Company, formerly Canada Life Insurance Company of New York ("First Great-West"), for the years ended December 31, 2008 and 2007; (ii) First Great-West Life & Annuity Insurance Company for each of the three years in the period ended December 31, 2008; and (iii) Variable Annuity-1 Series Account, by investment division, for the years ended December 31, 2008 and 2007 are filed herewith in the Statement of Additional Information contained in Part B
(b)	Exhibits
	(1)	Certified copy of resolution of Board of Directors of the First Great-West Life & Annuity Insurance Company establishing Registrant is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289).
	(2)	Not applicable.
	(3)	Underwriting agreement between Depositor and GWFS Equities, Inc. (formerly, BenefitsCorp Equities, Inc.) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289).
	(4)	Form of variable annuity contract is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
	(5)(a)	Form of application is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
	(5)(b)	Form of Revised Variable Annuity Application is filed herewith.
	(6)(a)	The Charter of Depositor is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820).
	(6)(b)	The By-Laws of Depositor is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820).
	(7)	Not applicable
	(8)(a)	Participation agreement with AIM Variable Insurance Fund (formerly INVESCO Variable Investment Funds, Inc.) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to participation agreement with AIM Variable Insurance Fund is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743);

(8)(b)	Participation agreement with Alger American Fund is incorporated by reference to Registrant’s Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to participation agreement with Alger American Fund is incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289);
(8)(c)	Participation agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to participation agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to participation agreement with Alliance Bernstein Variable Products Series Fund, Inc. is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(d)	Participation agreement with American Century Variable Portfolios (formerly, TCI Portfolios, Inc.) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to participation agreement with American Century Variable Portfolios is incorporated by reference to Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289); amendment to participation agreement with American Century Variable Portfolios is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743);
(8)(e)	Participation agreement with Delaware VIP Trust is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to participation agreement with Delaware VIP Trust is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to participation agreement with Delaware VIP Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(f)	Participation agreement with Dreyfus Variable Investment Fund is incorporated by reference to Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289); amendment to participation agreement with Dreyfus Variable Investment Fund is incorporated by reference to Registrant’s Pre-Effective Amendment to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).

(8)(g)	Participation agreement with DWS Variable Series II (formerly, Scudder Variable Life Investment Fund) is incorporated by reference to Registrant's Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289); form of amendment to participation agreement is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to participation agreement with DWS Variable Series II is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(h)	Participation agreement with Federated Insurance Series is incorporated by reference to  Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289).
(8)(i)	Participation agreement with Franklin Templeton Variable Insurance Products Trust is incorporated by reference to Registrant’s amended Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendments to participation agreement with Franklin Templeton Variable Insurance Products Trust are incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(j)	Participation agreement with Janus Aspen Series (Institutional Class Shares) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to participation agreement with Janus Aspen Series is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743); amendment to participation agreement with Janus Aspen Series is filed herewith.
(8)(k)	Participation agreement with Baron Capital Fund Trust (now known as Lincoln Variable Insurance Products Trust) (with respect to Capital Asset Fund) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 to the Registration Statement on Form N-4 filed on April 25, 2003 (File No. 333-25289). Participation agreement with Lincoln Variable Insurance Products Trust is filed herewith.
(8)(l)	Participation agreement with Nationwide Variable Insurance Trust (formerly Gartmore Variable Insurance Trust) is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); amendment to participation agreement with Nationwide Variable Insurance Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(m)	Participation Agreement with Neuberger Berman Advisers Management Trust is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on N-4 filed on April 27, 2006 (File No. 333-130820); amendment to participation agreement with Neuberger Berman Adviser Management Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).

(8)(n)	Participation agreement with Oppenheimer Variable Account Funds is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to participation agreement with Oppenheimer Variable Account Funds is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289).
(8)(o)	Participation agreement with PIMCO Variable Insurance Trust is incorporated by reference to Registrant's Post-Effective Amendment No. 12 to the Registration Statement on Form N-4 filed on March 31, 2004 (File No. 333-25289); form of amendment to participation agreement with PIMCO Variable Insurance Trust is incorporated by reference to the Registrant's Post-Effective Amendment No. 15 to the Registration Statement, filed on April 29, 2005 (File No. 333-25289); amendment to participation agreement with PIMCO Variable Insurance Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(p)	Participation agreement with Pioneer Variable Contracts Trust (formerly, SAFECO Resource Trust) is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289) amendment to participation agreement with Pioneer Variable Contracts Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(q)	Participation agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289); amendment to participation agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant's Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 filed on April 15, 2002 (File No. 333-25289); amendment to participation agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(r)	Participation agreement with Seligman Portfolios, Inc. is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(s)	Participation agreement with Third Avenue Value Portfolio is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on N-4 filed on April 27, 2006 (File No. 333-130820); form of amendment to participation agreement with Third Avenue Value Portfolio is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).
(8)(t)	Participation agreement with Van Kampen Life Investments Trust is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on January 3, 2006 (File No. 333-130820); amendment to participation agreement with Van Kampen Life Investments Trust is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).

(8)(u)	Participation agreement with Wells Fargo Variable Trust is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
(8)(v)	Participation Agreement between registrant and MFS Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 39 to the Registration Statement filed by FutureFunds Series Account on Form N-4 on May 27, 2008 (File No. 811-03972).
(8)(w)	Participation Agreement between Registrant and Prudential Series Fund is incorporated by reference to Registrant's Initial Registration Statement on Form N-4 filed on April 16, 1997 (File No. 333-25289).
(8)(x)	Participation Agreement with Van Eck Worldwide Insurance Trust is filed herewith;
(8)(y)	Form of SEC Rule 22c-2 Shareholder Information Amendment is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
(9)	Opinion of counsel and consent of Beverly A. Byrne, Esq. is incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).
(10)(a)	Written Consent of Jorden Burt LLP is filed herewith.
(10)(b)	Written Consent of Deloitte & Touche LLP is filed herewith.
(11)	Not Applicable
(12)	Not Applicable.
(13)	Power of attorney for Mr. Bernbach is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 filed on April 24, 2008 (File No. 333-147743).  Powers of Attorney for Ms. Alzaraki and Messrs. Balog, Dackow, A. Desmarais, P. Desmarais, Jr., Katz and Walsh are incorporated by reference to Registrant’s initial Registration Statement on Form N-4 filed on November 30, 2007 (File No. 333-147743).

Item 25.   Directors and Officers of the Depositor

Name	Principal Business Address	Position and Officers with Depositor
R.L. McFeetors	(1)	Chairman of the Board
J. Balog	785 Saint Anne’s Lane Vero Beach, Florida 32967	Director
J.L. Bernbach	32 East 57th Street, 10th Floor New York, New York 10022	Director
O.T. Dackow	(3)	Director
A. Desmarais	(4)	Director

P. Desmarais, Jr.	(4)	Director
Mitchell T.G. Graye	(3)	Director, President and Chief Executive Officer
K.P. Kavanagh, C.M.	(1)	Director
A. Louvel	930 Fifth Avenue, Apt. 17D New York, New York 10021	Director
W. Mackness	696 Whitehaven Crescent London, Ontario N6G 4V4	Director
J.E.A. Nickerson	H.B. Nickerson & Sons Limited P.O. Box 130 255 Commercial Street North Sydney, Nova Scotia B2A 3M2	Director
D.A. Nield	330 University Avenue Toronto, Ontario M5G 1R8	Director
R.J. Orr	(4)	Director
M. Plessis- Bélair, F.C.A.	(4)	Director
P.K. Ryan	(4)	Director
B.E. Walsh	QVan Capital, LLC 1 Dock Street, 4th Floor Stamford, Connecticut 06902	Director
J.L. McCallen	(2)	Senior Vice President and Chief Financial Officer
S.M. Corbett	(2)	Executive Vice President and Chief Investment Officer
R.D. Saull	(1)	Executive Vice President and Chief Information Officer
R.K. Shaw	(2)	Executive Vice President, Individual Markets
C.H. Cummings	(2)	Senior Vice President, Defined Contribution Markets
G.R. Derback	(2)	Senior Vice President and Controller
M.R. Edwards	(2)	Senior Vice President, FASCore Operations
E.P. Friesen	(2)	Senior Vice President, Investments

R.J. Laeyendecker		(2)	Senior Vice President, Executive Benefits Markets
K.T. Ledwos		(2)	Vice President and Actuary
G.R. McDonald		(2)	Senior Vice President, Corporate Resources
S.A. Miller		(2)	Senior Vice President, GWL&A Systems
C.P. Nelson		(2)	President, Great-West Retirement Services
G.E. Seller		18111 Von Karman Avenue, #560 Irvine CA 92612	Senior Vice President, Government Markets
R.G. Schultz		(3)	Senior Vice President, General Counsel and Secretary
C. Tocher		(2)	Senior Vice President, Investments
(1)	100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.
(2)	8515 East Orchard Road, Greenwood Village, Colorado 80111.
(3)	8525 East Orchard Road, Greenwood Village, Colorado 80111.
(4)	Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3.

Item 26. Persons controlled by or under common control with the Depositor or Registrant as of 12/31/08

(State/Country of Organization) - Nature of Business

Organizational Chart – December 31, 2008

I.     OWNERSHIP OF POWER CORPORATION OF CANADA

The following sets out the ownership, based on votes attached to the outstanding voting shares, of Power Corporation of Canada:
 

Paul G. Desmarais

        99.999% - Pansolo Holding Inc.
                   100% - 3876357 Canada Inc.
                   100% - 3439496 Canada Inc.
                 100% - Capucines Investments Corporation
                     32% - Nordex Inc. (68% also owned directly by Paul G. Desmarais)
                                94.9% - Gelco Enterprises Ltd. (5.1% also owned directly by Paul G. Desmarais)
           62.08% - Power Corporation of Canada

The total voting rights of Power Corporation of Canada (PCC) controlled directly and indirectly by Mr. Paul G. Desmarais is as follows. There are issued and outstanding as of September 30, 2008 407,469,265 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 48,854,772 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 895,996,485.

Pansolo Holding Inc. owns directly 23,216,033 SVS and 367,692 PPS, entitling Pansolo Holding Inc. directly to an aggregate percentage of voting rights of 26,892,953 or 3.00% of the total voting rights attached to the shares of PCC. Pansolo Holding Inc. wholly owns 3876357 Canada Inc., 3439496 Canada Inc. and Capucines Investments Corporation which respectively own 40,686,080 SVS, 3,236,279 SVS, 3,125,000 SVS of PCC, representing respectively  4.54% ,  0.36%, 0.35% of the aggregate voting rights of PCC.

Gelco Entreprises Ltd owns directly 48,235,700 PPS, representing 53.83% of the aggregate voting rights of PCC (PPS (10 votes) and SVS (1 vote)). Hence the total voting rights of PCC under the direct and indirect control of Mr. Paul G. Desmarais is approximately 62.08%; note that this is not the equity percentage.
 
Mr. Paul G. Desmarais also owns personally 1,361,750 SVS of PCC.

II.     OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a 10% or greater voting interest in the following entities:
 

A.     Great-West Life & Annuity Insurance Company Group of Companies (U.S. insurance)

Power Corporation of Canada (Canada) - Holding and Management Company

  100.0% - 171263 Canada Inc. (Canada) - Holding Company
      66.4% - Power Financial Corporation (Canada) - Holding Company
        68.7% - Great-West Lifeco Inc. (Canada) - Holding Company
         100.0% - Great-West Financial (Canada) Inc. (Canada) - Holding Company
         100.0% - Great-West Financial (Nova Scotia) Co. (Canada) - Holding Company
           100.0% - Great-West Lifeco U.S. Inc. (Canada)
           100.0% - GWL&A Financial Inc. (Delaware) - Holding Company

                           60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (Canada) - Holding Company
                           60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II (Canada) - Holding Company

                           60.0% - Great-West Life & Annuity Insurance Capital, LLC (Canada) - Holding Company
                           60.0% - Great-West Life & Annuity Insurance Capital, LLC II (Canada) - Holding Company

                          100.0% - Great-West Life & Annuity Insurance Company (Colorado) - Insurance Company

                                            100.0% - First Great-West Life & Annuity Insurance Company (New York) - Insurance Company 

                                            100.0% - Advised Assets Group, LLC (Colorado) - Insurance Company

                                            100.0% - GWFS Equities, Inc. (Delaware) - Securities Broker/Dealer

                                            100.0% - Canada Life Insurance Company of America (Michigan) - Insurance Company

                                                           100.0% - Great-West Life & Annuity Insurance Company of South Carolina (South Carolina) - Captive Insurance Company 

                                           100.0% - National Plan Coordinators of Delaware, Inc. (Delaware) - Third Party Administrator                      
                                           100.0% - Emjay Corporation (Wisconsin) - Third Party Administrator
                                                           100.0% - EMJAY Retirement Plan Services, Inc. (Wisconsin) - Third Party Administrator
                                            100.0% - Great-West Healthcare of Arizona, Inc. (Arizona) - Health Care Services Organization

100.0% - Great-West Healthcare of Georgia, Inc. (Georgia) - Health Maintenance Organization

                                            100.0% - GW Investor Services, LLC (Colorado)   
                                            100.0% - FASCore, LLC (Colorado) - Third Party Administrator
                                              50.0% - Westkin Properties Ltd. (California) - Real Estate Corporation
                                              84.25% - Maxim Series Fund, Inc. (Maryland) - Investment Company
                                           100.0% - GW Capital Management, LLC (Colorado) - Investment Adviser
                                           100.0% - Orchard Trust Company, LLC (Colorado) - Trust Company
                                           100.0% - Lottery Receivable Company One LLC (Delaware) - Lottery Annuity Administrator
                                           100.0% - LR Company II, L.L.C. (Delaware) - Lottery Annuity Administrator
                                           100.0% - Singer Collateral Trust IV (Delaware) - Lottery Annuity Administrator
                                           100.0% - Singer Collateral Trust V (Delaware) - Lottery Annuity Administrator

B.     Putnam Investments Group of Companies (Mutual Funds)

Power Corporation of Canada

    100.0% - 171263 Canada Inc.
       66.4% - Power Financial Corporation
         68.7% - Great-West Lifeco Inc.
           100.0% - Great-West Financial (Canada) Inc.
             100.0% - Great-West Financial (Nova Scotia) Co.
               100% - Great-West Lifeco U.S., Inc.
                  100% - Putnam Investments, LLC
                     100.0% - Putnam Acquisition Financing Inc.
                        100.0% - Putnam Acquisition Financing LLC
                           100.0% - Putnam Holdings LLC.
                              99.0% - Putnam General Partnershi (1% owned by Putnam U.S. Holdings I Inc.)

                                   100% - Endeavor Holding LLC
                                           100.0% -Putnam, LLC
                                                   99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.)
                                                 100.0% - Putnam Retail Management GP, Inc.
                                                 100.0% - Putnam Investment Management, LLC
                                                 100.0% - Putnam Advisory Company GP, Inc.
                                                   99.0% - Putnam Advisory Company, Limited Partnership (1% owned by Putnam Advisory Company GP, Inc.)
                                                                 100.0% - The Putnam Advisory Company, LLC
                        100.0% - Putnam U.S. Holdings I Inc.
                        100.0% - Putnam U.S. Holdings II Inc
                           99.0% - Putnam Investment II LP (1% owned by Putnam U.S. Holdings II Inc.)
                                         100.0% - Putnam U.S. Holdings I, LLC
                                             84.0% - PanAgora Asset Management, Inc.

                                                           41% - Union PanAgora Asset Management GmbH
                                             100.0% -Putnam GP Inc.
                                             100.0% - PII Holdings, Inc.
                                              99.0% - TH Lee Putnam Equity Managers LP (1% owned by Putnam GP Inc.)
                                             100.0% - Putnam Investor Services, Inc.
                                             100.0% - Putnam Investment Holdings, LLC
                                                 100.0% - Putnam Aviation Holdings, LLC
                                                 100.0% - Putnam Capital, LLC
                                                       80.0% - TH Lee Putnam Capital Management, LLC
                         100.0% - Putnam Fiduciary Trust Company

                     100.0% - Putnam International Holdings LLC

                                     100.0% - Putnam Investments Inc. (Canada)

                                     100.0% - Putnam Investments Limited (Ireland)

                                     100.0% - Putnam Investments Australia Pty Limited

                                     100.0% - Putnam Investments Securities Co., Ltd. (Japan)

                                     100.0% - Putnam International Distributors, Ltd. (Cayman)

                                            100.0% - Putnam Investments Argentina S.A.

                                     100.0% - Putnam Investments Limited (U.K.)

                                             100.0% - New Flag UK Holdings Limited

                                                 100.0% - New Flag Asset Management Limited (UK)
 

C.     The Great-West Life Assurance Company Group of Companies (Canadian insurance)

Power Corporation of Canada

  100.0% - 171263 Canada Inc.

    66.4% - Power Financial Corporation
       68.7% - Great-West Lifeco Inc.

          100.0% - 2142540 Ontario Inc.

                 100.0% - Great-West Lifeco Finance (Delware) LP

                     100.0% - Great-West Lifeco Finance (Delaware) LLC

          100.0% - 2023308 Ontario Inc.

                    100.0% - Great-West Life & Annuity Insurance Capital, LP
                                   40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.
                                                 40.0% - Great-West Life & Annuity Insurance Capital, LLC
                  100.0% - Great-West Life & Annuity Insurance Capital, LP II
                                   40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II
                                                40.0% - Great-West Life & Annuity Insurance Capital, LLC II

          100.0% - 217866 Ontario Inc.

                100.0% - Great-West Lifeco Finance (Delaware) LP II

                      100.0% - Great-West Lifeco Finance (Delaware) LLC II

          100.0% - 2023310 Ontario Inc.
          100.0% - 2023311 Ontario Inc.
          100.0% - 6109756 Canada Inc.

          100.0% - 6922023 Canada Inc.

          100.0% - The Great-West Life Assurance Company (NAIC #80659, MI)

                   71.4% - GWL THL Private Equity I Inc. (28.6% owned by The Canada Life Assurance Company)

                                    100.0% - GWL THL Private Equity II Inc.
                                    100.0% - Great-West Investors Holdco Inc.
                                    100.0% - Great-West Investors LLC

                                                    100.0% - Great-West Investors LP Inc.

                                                                    100.0% - Great-West Investors GP Inc.

                                                                                    100.0% - Great-West Investors LP

                                                                                                    100.0% - T.H. Lee Interests

                  100.0% - Gold Circle Insurance Company
                  100.0% - GWL Realty Advisors Inc.
                                   100.0% - GWL Realty Advisors U.S., Inc.
                                   100.0% - RA Real Estate Inc.

                                                   0.1% RMA Real Estate LP
                                   100.0% - Vertica Resident Services Inc.

                  100.0% - GWL Investment Management Ltd.

                  100.0% - 801611 Ontario Limited

                  100.0% - 118050 Canada Inc.

                  100.0% - 1213763 Ontario Inc.

                                  70.0% - Kings Cross Shopping Centre Ltd.

                  100.0% - 681348 Alberta Ltd.

           100.0% - The Owner: Condominium Plan No 8510578

                    50.0% - 3352200 Canada Inc.
                  100.0% - 1420731 Ontario Limited
                  100.0% - 1455250 Ontario Limited
                  100.0% - CGWLL Inc.
                    65.0% - The Walmer Road Limited Partnership
                    50.0% - Laurier House Apartments Limited

                  100.0% - 2024071 Ontario Limited
                  100.0% - High Park Bayview Inc.
                    75.0% - High Park Bayview Limited Partnership
                    50.0% - KAB Properties Inc.
                     5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada)
                 100.0% - 647679 B.C. Ltd.
                 100.0% - Red Mile Acquisitions Inc.
                   70.0% - TGS North American Real Estate Investment Trust     

                                  100.0% - TGS Trust               

                   70.0% - RMA Investment Company (Formerly TGS Investment Company)

                                 100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)
                                 100.0% - RMA Property Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)
                                 100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)

                                                 100.0% - RMA (U.S.) Realty LLC (Delaware) [(special shares held by each of 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. (50%)]

                                                                  100.0% - RMA American Realty Corp.

                                                                                1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]

                                                                  99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)
                                                                  30.0% - SFS Management LLC

                                100.0% - 1218023 Alberta Ltd.

                                                50% - special shares in RMA (U.S.) Realty LLC (Delaware)

                                100.0% - 1214931 Alberta Ltd.

                                                 50% - special shares in RMA (U.S.) Realty LLC (Delaware)

                    70.0% - RMA Real Estate LP          
                                  100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)
                                  100.0% - S-8025 Holdings Ltd.
                                  100.0% - RMA Properties (Valley Centre) Ltd. (Formerly TGS REIT Properties (Valley Centre) Ltd.
                                  100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.
                                  100.0% - RMA Properties (Tri-Cities) Ltd. (Formerly TGS REIT Properties (Tri-Cities) Ltd.
                   70.0% - KS Village (Millstream) Inc.

                   70.0% - Troup Beau Developments Limited

                   70.0% - 0726861 B.C. Ltd.

                 100.0% - London Insurance Group Inc.

100.0% - Trivest Insurance Network Limited
                                 100.0% - The Motion Picture Bond Company Inc.
                                 100.0% - London Life Insurance Company (Fed ID # 52-1548741 – NAIC # 83550, MI)

                                              30.0% - Kings Cross Shopping Centre Ltd.  

                                              30.0% - 0726861 B.C. Limited                                             

                                              30.0% - TGS North American Real Estate Investment Trust

                                                               100.0% - TGS Trust

                                              30.0% - RMA Investment Company (Formerly TGS Investment Company)

                                                               100.0% - RMA Property Management Ltd. (Formerly TGS REIT Property Management Ltd.)
                                                               100.0% - RMAProperty Management 2004 Ltd. (Formerly TGS REIT Property Management 2004 Ltd.)
                                                               100.0% - RMA Realty Holdings Corporation Ltd. (Formerly TGS Realty Holdings Corporation Ltd.)

                                                                              100.0% - RMA (U.S.) Realty LLC (Delaware) [(special shares held by each of 1218023 Alberta Ltd. (50%) and 1214931 Alberta Ltd. 50%)]

                                                                                             100.0% - RMA American Realty Corp.

                                                                                                             1% - RMA American Realty Limited Partnership [(99% owned by RMA (U.S.) Realty LLC (Delaware)]

                                                                              99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.)
                                                                             30.0% - SFS Management LLC

                                                              100.0% - 1218023 Alberta Ltd.

                                                                              50% - special shares in RMA (U.S.) Realty LLC (Delaware)

                                                              100.0% - 1214931 Alberta Ltd.

                                                                              50% - special shares in RMA (U.S.) Realty LLC (Delaware)
                                   30.0% - RMA Real Estate LP

                                 100.0% - RMA Properties Ltd. (Formerly TGS REIT Properties Ltd.)
                                 100.0% - S-8025 Holdings Ltd.
                                 100.0% - RMA Properties (Valley Centre) Ltd. (Formerly TGS REIT Properties (Valley Centre) Ltd.
                                 100.0% - RMA Properties (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.

                                 100.0% - RMA Properties (Tri-Cities) Ltd. (Formerly TGS REIT Properties (Tri-Cities) Ltd.

                100.0% - London Capital Management Ltd.
                100.0% - 1319399 Ontario Inc.

                100.0% - 3853071 Canada Limited

                  50.0% - Laurier House Apartments Limited
                100.0% - 389288 B.C. Ltd.
                100.0% - Quadrus Investment Services Ltd.
                  35.0% - The Walmer Road Limited Partnership

                100.0% - 177545 Canada Limited
                100.0% - Lonlife Financial Services Limited
                  88.0% - Neighborhood Dental Services Ltd.

                100.0% - Toronto College Park Ltd.
                  25.0% - PVS Preferred Vision Services Inc.

                  25.0% - High Park Bayview Limited Partnership
                  50.0% - KAB Properties Inc.
                  30.0% - KS Village (Millstream) Inc.

                 100.0% - London Life Financial Corporation

                              89.4% - London Reinsurance Group, Inc. (10.6% owned by London Life Insurance Company)

                100.0% - London Life & General Reinsurance Co. Ltd. (1 share held by London Life & Casualty Reinsurance Corporation and 20,099,999 shares held by London Reinsurance Group Inc.)

                                        100.0% - London Life & Casualty Reinsurance Corporation

                                           100.0% - Trabaja Reinsurance Company Ltd.
                                           100.0% - London Life and Casualty (Barbados) Corporation

                             100.0% - LRG (US), Inc.

                                           100.0% - London Life International Reinsurance Corporation

                                           100.0% - London Life Reinsurance Company (Fed ID # 23-2044256 – NAIC # 76694, PA)

                                           100.0% - HRMP, Inc.

                                                        51.0% - Health Reinsurance Management Partnership (HRMP) (Massachusetts)

                                                        100.0% - HRMP II, Inc.

                                                                           49% Health Reinsurance Management Partnership (HRMP) (Massachusetts)

     100.0% - Canada Life Financial Corporation

                          100.0% - The Canada Life Assurance Company (Fed ID # 38-0397420, NAIC # 80659, MI)

                                            100.0% - Canada Life Brasil LTDA

                                            100.0% - Canada Life Capital Corporation, Inc.
                                                           100.0% - Canada Life International Holdings, Limited
                                                                            100.0% - Canada Life International Services Limited

                                                                            100.0% - Canada Life International, Limited                                                  

                                                                                             100.0% - CLI Institutional Limited

                                                                            100.0% - Canada Life Irish Holding Company, Limited
                                                                                           100.0% - Lifescape Limited
                                                                                           100.0% - Setanta Asset Management Limited
                                                                                           100.0% - Canada Life Group Services Limited
                                                                                           100.0% - Canada Life Europe Investment Limited
                                                                                                            78.67% - Canada Life Assurance Europe Limited
                                                                                                           100.0% - Canada Life Europe Management Services, Limited
                                                                                                                           21.33% - Canada Life Assurance Europe Limited
                                                                                          100.0% - Canada Life Assurance (Ireland), Limited
                                                                                                           100.0% - F.S.D. Investments, Limited
                                                                                          100.0% - Canada Life International Re, Limited
                                                                                                          100.0% - Canada Life Reinsurance International, Ltd.
                                                                                                          100.0% - Canada Life Reinsurance, Ltd.
                                                                                        100.0% - The Canada Life Group (U.K.), Limited

                                                                                                          100.0% - Canada Life Pension Managers & Trustees, Limited

                                                                                                          100.0% - Canada Life Asset Management Limited     

                                                                                                          100.0% - Canada Life European Real Estate Limited

                                                                                                          100.0% - Canada Life Trustee Services (U.K.), Limited
                                                                                                          100.0% - CLFIS (U.K.), Limited
                                                                                                          100.0% - Canada Life, Limited
                                                                                                                           100.0% - Canada Life (U.K.), Limited
                                                                                                                                           100.0% - Albany Life Assurance Company, Limited
                                                                                                                                           100.0% - Canada Life Management (U.K.), Limited                                             
                                                                                                                                           100.0% - Canada Life Services (U.K.), Limited
                                                                                                                                           100.0% - Canada Life Fund Managers (U.K.), Limited
                                                                                                                                           100.0% - Canada Life Group Services (U.K.), Limited
                                                                                                                                           100.0% - Canada Life Holdings (U.K.), Limited
                                                                                                                          100.0% - Canada Life Irish Operations, Limited
                                                                                                                                         100.0% - Canada Life Ireland Holdings, Limited

                             100.0% - 4073649 Canada, Inc. (1 common share owned by 587443 Ontario, Inc.)

                                                                                        100.0% - Canada Life Finance (U.K.), Limited
                                                                                        100.0% - CLH International Capital Management Hungary, Limited Liability Company                
                                                         100.0% - The Canada Life Insurance Company of Canada
                                                                         100.0% - CLICC GP Inc.
                                                                           94.4% - MAM Holdings Inc. (5.6% owned by GWL)

                                                                                           100.0% - Mountain Asset Management LLC

                                                         100.0% - Quadrus Distribution Services Ltd.
                                                         100.0% - CL Capital Management (Canada), Inc.                    

                                                         100.0% - GRS Securities, Inc.
                                                           50.0% - Canadian Worksite Marketing Group, Inc.
                                                         100.0% - Classco Benefit Services, Ltd.
                                                                          50.0 % - Canadian Worksite Marketing Group, Inc.
                                                         100.0% - 587443 Ontario, Inc.
                                                                         100.0% - Canada Life Securing Corporation, Inc.
                                                        100.0% - Canada Life Mortgage Services, Ltd.
                                                        100.0% - Adason Properties, Limited
                                                                       100.0% - Adason Realty, Ltd.
                                                       100.0% - Laketon Investment Management Ltd.
                                                       100.0% - Crown Life Insurance Company
                    

D.     IGM Financial Inc. Group of Companies (Canadian mutual funds)

Power Corporation of Canada

     100.0% - 171263 Canada Inc.
          66.4% - Power Financial Corporation
             56.4% - IGM Financial Inc.
                      100.0% - Investors Group Inc.
                                      100.0% - Investors Group Financial Services Inc.

                                      100.0% - I.G. International Management Limited

                                                      100.0% - I.G. Investment Management (Hong Kong) Limited

                                     100.0% - Investors Group Trust Co. Ltd.
                                                     100.0% - 391102 B.C. Ltd.
                                     100.0% - I.G. Insurance Services Inc.
                                     100.0% - Investors Syndicate Limited
                                     100.0% - Investors Group Securities Inc.
                                     100.0% - I.G. Investment Management, Ltd.
                                                     100.0% - Investors Grou pCorporate Class Inc.
                                                     100.0% - Investors Syndicate Property Corp.
                                                      19.63% - I.G. (Rockies) Corp.
                                   100.0% - The Trust Company of London Life
                                   100.0% - I.G. Investment Corp.
                                   80.37% - I.G. (Rockies) Corp. (19.63% owned by I.G. Investment Management, Ltd.)
                  100.0% - Mackenzie Inc.
                                  100.0% - Mackenzie Financial Corporation
                                                 100.0% - Mackenzie 2004 GP Inc.
                                                 100.0% - MSP 2005 GP Inc.
                                                 100.0% - Mackenzie Financial Chartiable Foundation

                                                 100.0% - Strategic Charitable Giving Foundation
                                                 100.0% - M.R.S. Inc.
                                                                100.0% - M.R.S. Correspondent Corporation
                                                                100.0% - M.R.S. Securities Services Inc.
                                                 100.0% - Execuhold Investment Limited
                                                                 100.0% - Winfund Software Corp.
                                                                 100.0% - M.R.S. Trust Company
                                                                                 100.0% - Anacle I Corporation
                                                                100.0% - Mackenzie M.E.F. Management Inc.
                                                                                100.0% - Canterbury Common Inc.
                                               100.0% - Mackenzie Financial Services Inc.
                                               100.0% - Mackenzie (Rockies) Corp.

                                                              100.0% - Mackenzie Cundill Investment (Bermuda) Ltd.

                                               100.0% - Mackenzie Cundill Investment Management Ltd.

                                               100.0% - MSP Capital Corporation

                                               100.0% - Mackenzie Financial Capital Corporation
                                               100.0% - Quadrus Corporate Class Inc.
                 74.52% - Investment Planning Counsel Inc.
                               100.0% - IPC Financial Network Inc.
                                               100.0% - Investment Planning Counsel of Canada Limited
                                                               100.0% - IPC Investment Corporation
                                                                               100.0% - 579641 BC Ltd.
                                                              100.0% - 9132-2155 Quebec Inc.                         
                                                              100.0% - Counsel Group of Funds Inc.
                                                                              100.0% - Alpha I Financial Inc.

                                                              100.0% - IPC Save Inc.
                                                              100.0% - 576928 BC Ltd.
                                                              100.0% - 1275279 Ontario Inc.
                                                                              50.0% - IPC Estate Services Inc.
                                                              50.0% - IPC Estate Services Inc.
                                                             100.0% - IPC Securities Corporation

                                                             100.0% - Kameleon Services Inc.

E.     Pargesa Holding S.A. Group of Companies (European investments)

   Power Corporation of Canada

        100.0% - 171263 Canada Inc.

            66.4% - Power Financial Corporation
               100.0% - 3411893 Canada Inc.
              100.0% - Power Financial Europe B.V.
                 50.0% - Parjointco N.V.
                    62.9% - Pargesa Holding S.A.
                                    100.0% - Pargesa Netherlands B.V.

                                                     27.39% - Imerys

                                                     50.0% - Groupe Bruxelles Lambert
                                                                         5.37% - GDF Suez

                                                                           7.1% - Suez Environment Company

                                                                         21.1% - Lafarge (1)
                                                                          8.2% - Pernod Ricard (1)
                                                                          0.6% - Iberdrola
                                                                         100.0% - Belgian Securities BV
                                                                                         Capital – 30.4% Imerys
                                                                         61.6% - Brussels Securities 
                                                                                          Capital – 98.8% Sagerpar

                                                                                           100.0% - GBL Participations

                                                                                           Capital - 1.2% Sagerpar
                                                                         100.0% - GBL Treasury Center

                                                                                         100% - GBL Energy Sàrl

                                                                                                   Capital - 4.0% - Total (1)

                                                                                                        100.0% - GBL Verwaltang Gmbh

                                                                                                        100.0% - Immobiliére Rue de Namur Sàrl
                                                                         100.0% - GBL Participations
                                                                                          Capital – 1.2% Sagerpar
                                                                         100.0% - GBL Finance SA
                                                                                          Capital – 100.0% GBL Overseas Finance NV

                                                                                              Capital – 38.4$ Brussels Securities
                                                                         100.0% - GBL Verwaltung Sàrl
                                                                                          Capital – 100.0% - GBL Investments Limited

                                100.0% - Pargesa Cia S.A. S.A.
                                                100.0% - Fivaz & Cie SA
                                100.0% - Pargesa Luxembourg S.A.
                                                100.0% - SFPG
                                                                100.0% - SIB Huston

(1) Based on Company’s published capital as of November 30, 2008

F.Gesca Ltée Group of Companies (Canadian communications)

Power Corporation of Canada

     100.0% - Gesca Ltée

                100.0% - Gesca Vente Média Ltée

                 20.0% - 3859282 Canada Inc.

                 100.0% - La Presse, Ltée

                 100.0% - 177954 Canada Inc.

                      100.0% - Les Éditions La Presse Ltée

                      100.0% - Les Éditions Septembre Inc.

                      100.0% - Les Éditions Gesca Ltée

                              50.0% - Ricardo Média Inc.

                              50.0% - Groupe Espace Inc.

               100.0% - Les Productions La Presse Télé Ltée

                                       100.0% - La Presse Télé Ltée

                                       100.0% - La Presse Télé II Ltée

                                       100.0% - La Presse Télé III Ltée

                 100.0% - 3819787 Canada Inc.

                      100.0% - 3834310 Canada Inc.

                 100.0% - Gesca Numérique, Ltée

                     100.0% - 6657443 Canada Inc.

                              100.0% - Division Canalytics

                     13.82% - Acquisio Inc.

                     32.8% - 9059-2114 Québec Inc.

                      5.7% - Nstein Technologies Inc.

                     100.0% - 3855082 Canada Inc.

                                     100.0% - Cyberpresse Inc.

                                          0.1% - Gesca Digital GP

                             100.0% - 6645119 Canada Inc.

                       20.0% - Workopolis Canada     

                              99.9% - Gesca Digital GP

                                             30.0% - Workopolis

                     25.0% - Réseau Olive  

G.     Power Corporation (International) Limited Group of Companies (Asian investments)

Power Corporation of Canada

            100.0% - Power Corporation (International) Limited

              100.0% - Power Pacific Corporation Limited

                 25.0% - Barrick Power Gold Corporation of China Limited

                 100.0% - Power Pacific Mauritius Limited

                                 8.03% - Vimicro

                           100.0% - Power Pacific Equities Limited

                                          4.3% - CITIC Pacific Limited

H.     Other Companies

Power Corporation of Canada

13.5% - Virochem

  4.9% - Mitel

100.0% - 152245 Canada Inc.

                 100.0% - 3540529 Canada Inc.

            100.0% - Gelprim Inc.
            100.0% - 3121011 Canada Inc.

100.0% - Victoria Square Ventures Inc.

               100.0% - Power Tek, LLC

                 50.0% - Picchio Pharma Inc.

                               100.0% - Picchio Holdings Inc.

                               100.0% - P.P. Luxco Holdings Sàrl

                                               49.9% - Sunset Holdings S.A.

                                                             6.04% - Adaltis Inc.

                                100.0% - P.P. Luxco Holdings II Sàrl

                                                22.9% - Bellus Health Inc.

                               100.0% - Picchio Pharma (Asia) Ltd.

                                               0.8% - Adaltis Inc.

                               100.0% - Picchio Pharma Advisory Inc.     

100.0% - Power Communications Inc.

100.0% - Brazeau River Resources Investment Inc..

   100.0% - PCC Industrial (1993) Corporation

   100.0% - Power Corporation International

   100.0% - 3249531 Canada Inc.

                  100.0% - Sagard Capital Partners

   100.0% - Power Corporation of Canada Inc.

                    100.0% - Communications BP SARL

                    100.0% - Square Victoria Real Estate Inc.

                    100.0% - 4400046 Canada Inc.

   100.0% - PL S.A.

   100.0% - 4190297 Canada Inc.

                   100.0% - Sagard Capital Partners Management Corp.

   100.0% - Sodesm International Limited

   100.0% - Sodesm Property Limited

     72.5% - Sagard S.A.S

               100.0% - Marquette Communications (1997) Corporation

Item 27. Number of Contract owners

As of March 31, 2009 there were 31 Contract owners; 31 were in non-qualified accounts and 0 in IRAs.

Item 28. Indemnification

Provisions exist under the laws of the State of New York and the Bylaws of First Great-West whereby First Great-West may indemnify a director, officer, or controlling person of First Great-West against liabilities arising under the Securities Act of 1933. The following excerpts contain the substance of these provisions:

New York Corporate Code

Section 721. Nonexclusivity of statutory provisions for indemnification of directors and officers.

The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this article shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
Section 722. Authorization for indemnification of directors and officers.
	(a) A corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
	(b) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

	(c) A corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of  the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
	(d) For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
Section 723. Payment of indemnification other than by court award.
	(a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section.
	(b) Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized in the specific case:
		(1) By the board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in section 722 or established pursuant to section 721, as the case may be, or,
		(2) If a quorum under subparagraph (1) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs; (A) By the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or (B) By the shareholders upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections.
	(c) Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725.
Section 724. Indemnification of directors and officers by a court.
	(a) Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and paragraph (a) of section 723. Application therefore may be made, in every case, either:
		(1) In the civil action or proceeding in which the expenses were incurred or other amounts were paid, or

		(2) To the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or similar relief and also reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts were paid.
	(b) The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.
	(c) Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys' fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.
Section 725. Other provisions affecting indemnification of directors and officers.
	(a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by court award) or allowed by a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this article, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled.
	(b) No indemnification, advancement or allowance shall be made under this article in any circumstance where it appears:
		(1) That the indemnification would be inconsistent with the law of the jurisdiction of incorporation of a foreign corporation which prohibits or otherwise limits such indemnification;
		(2) That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
		(3) If there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.
	(c) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

	(d) If any action with respect to indemnification of directors and officers is taken by way of amendment of the by-laws, resolution of directors, or by agreement, then the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the action taken.
	(e) Any notification required to be made pursuant to the foregoing paragraph (c) or (d) of this section by any domestic mutual insurer shall be satisfied by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law.
	(f) The provisions of this article relating to indemnification of directors and officers and insurance therefore shall apply to domestic corporations and foreign corporations doing business in this state, except as provided in section 1320 (Exemption from certain provisions).
Section 726. Insurance for indemnification of directors and officers.
	(a) Subject to paragraph (b), a corporation shall have power to purchase and maintain insurance:
		(1) To indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and
		(2) To indemnify directors and officers in instances in which they may be indemnified by the corporation under the provisions of this article, and
		(3) To indemnify directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance, for a retention amount and for co-insurance.
	(b) No insurance under paragraph (a) may provide for any payment, other than cost of defense, to or on behalf of any director or officer:
		(1) if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or
		(2) in relation to any risk the insurance of which is prohibited under the insurance law of this state.
	(c) Insurance under any or all subparagraphs of paragraph (a) may be included in a single contract or supplement thereto. Retrospective rated contracts are prohibited.
	(d) The corporation shall, within the time and to the persons provided in paragraph (c) of section 725 (Other provisions affecting indemnification of directors or officers), mail a statement in respect of any insurance it has purchased or renewed under this section, specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.

(e) This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other general or special law of this state or of any other jurisdiction including the federal government.

Bylaws of First Great-West

ARTICLE II, SECTION 11. Indemnification of Directors. The corporation may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the corporation to the extent permitted by applicable law, any Director, Officer, or employee of the corporation or any member or officer of any Committee, and his or her heirs, executors, and administrators, from and against all claims, liabilities, costs, charges, and expenses whatsoever that any such Director, Officer, employee, or any such member or officer sustains or incurs in or about any action, suit, or proceeding that is brought, commenced, or prosecuted against him or her for or in respect of any act, deed, matter, or thing whatsoever, made, done, or permitted by him or her in or about the execution of the duties of his or her office or employment with the corporation, in or about the execution of his or her duties as a Director or Officer of another company which he or she so serves at the request and on behalf of the corporation, or in or about the execution of his or her duties as a member or officer of any such Committee, and all other claims, liabilities, costs, charges, and expenses that he or she sustains or incurs, in or about or in relation to any such duties or the affairs of the corporation, the affairs of such other company which he or she so serves or the affairs of such Committee, except such claims, liabilities, costs, charges, or expenses as are occasioned by acts or omissions which were in bad faith, involved intentional misconduct, a violation of the New York Insurance Law or a knowing violation of any other law or which resulted in such person personally gaining in fact a financial profit or other advantage to which he or she was not entitled. The corporation may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the corporation to the extent permitted by applicable law, any Director, Officer, or employee of any subsidiary corporation of the corporation on the same basis and within the same constraints as described in the preceding sentence. No payment of indemnification shall be made unless notice has been filed with the Superintendent of Insurance pursuant to Section 1216 of the New York Insurance Law.

Item 29. Principal Underwriter

(a) GWFS Equities, Inc. ("GWFS") is the distributor of securities of the Registrant. In addition to the Registrant, GWFS also serves as distributor or principal underwriter for Maxim Series Fund, Inc., an open-end management investment company, Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (“Great-West”), Maxim Series Account of Great-West, FutureFunds Series Account of Great-West, COLI VUL – 2 Series Account of Great-West, COLI VUL - 4 Series Account of Great-West, COLI VUL - 2 Series Account of First Great-West and COLI VUL - 4 Series Account of First Great-West.

(b) Directors and Officers of GWFS

Name	Principal Business Address	Position and Office with Underwriter
C.P. Nelson	8515 East Orchard Road Greenwood Village, CO 80111	Chairman, President and Chief Executive Officer
R.K. Shaw	8515 East Orchard Road Greenwood Village, CO 80111	Director
G.R. McDonald	8515 East Orchard Road Greenwood Village, CO 80111	Director

G.E. Seller	18111 Von Karman Ave., Suite 560 Irvine, CA 92612	Director and Senior Vice President
G.R. Derback	8515 East Orchard Road Greenwood Village, CO 80111	Treasurer
C.H. Cumming	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
M.R. Edwards	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
W.S. Harmon	8515 East Orchard Road Greenwood Village, CO 80111	Director and Vice President
K.A. Morris	500 North Central, Suite 220 Glendale, CA 91203	Vice President
J.C. Luttges	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
R. Meyer	8515 East Orchard Road Greenwood Village, CO 80111	Vice President, Taxation
B.A. Byrne	8515 East Orchard Road Greenwood Village, CO 80111	Secretary and Chief Compliance Officer
T.L. Luiz	8515 East Orchard Road Greenwood Village, CO 80111	Compliance Officer
M.C. Maiers	8515 East Orchard Road Greenwood Village, CO 80111	Investments Compliance Officer

(c) Commissions and other compensation received by Principal Underwriter during Registrant's last fiscal year:

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage Commissions	Compensation
GWFS	-0-	-0-	-0-	-0-

Item 30. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

(a) Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

(b) Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request.

(d) Depositor represents the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by Depositor.

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf, in the City of Greenwood Village, State of Colorado, on this 21st day of April 2009.
				VARIABLE ANNUITY-1 SERIES ACCOUNT
					(Registrant)
	BY:	/s/ M.T.G. Graye
		M.T.G. Graye, President and Chief Executive Officer of
		First Great-West Life & Annuity Insurance Company
	BY:		FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
				(Depositor)
	BY:			/s/ M.T.G. Graye
				M.T.G. Graye
				President and Chief Executive Officer
As required by the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
		Chairman of the Board
R.L. McFeetors
/s/ M.T.G. Graye		Director, President and	April 21, 2009
M.T.G. Graye		Chief Executive Officer
/s/ J.L. McCallen		Chief Financial Officer and	April 21, 2009
J.L. McCallen		Senior Vice President
/s/ M.D. Alazraki		Director	April 21, 2009
M.D. Alazraki*
/s/ J. Balog
J. Balog*		Director	April 21, 2009
/s/ J.L. Bernbach
J. L. Bernbach*		Director	April 21, 2009
/s/ O.T. Dackow
O. T. Dackow*		Director	April 21, 2009
/s/ A. Desmarais
A. Desmarais*		Director	April 21, 2009
/s/ P. Desmarais, Jr.
P. Desmarais, Jr.*		Director	April 21, 2009
/s/ S.Z. Katz
S.Z. Katz*		Director	April 21, 2009
R. J. Orr		Director
/s/ B.E. Walsh
B. E. Walsh*		Director	April 21, 2009
*By:	/s/ Richard G. Schultz		April 21, 2009
	Richard G. Schultz
	Attorney-in-Fact pursuant to Powers of Attorney