485BPOS

As filed with the Securities and Exchange Commission on April 27, 2012

File Nos. 333-70963; 811-09201

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 25

AND THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 18

COLI VUL-2 SERIES ACCOUNT

(Exact Name of Registrant)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

(Name of Depositor)

8515 East Orchard Road

Greenwood Village, Colorado 80111

(Address of Depositor’s Principal Executive Offices)

(303) 737-3000

(Depositor’s Telephone Number)

Mitchell T.G. Graye

President, Chief Executive Officer and Principal Financial Officer

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

8515 East Orchard Road

Greenwood Village, Colorado 80111

(Name and Address of Agent for Service)

COPIES TO:

Ann B. Furman, Esq.	Beverly A. Byrne, Esq.
Jorden Burt LLP	Chief Compliance Officer & Legal Counsel, Financial Services
Suite 400 East	Great-West Life & Annuity Insurance Company
1025 Thomas Jefferson Street, N.W.	8525 East Orchard Road, 2T3
Washington, D.C. 20007-5208	Greenwood Village, Colorado 80111

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Approximate date of proposed public offering: Continuous

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

[    ] immediately upon filing pursuant to paragraph (b) of Rule 485.

[X] on May 1, 2012 pursuant to paragraph (b) of Rule 485.

[    ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.

[    ] on             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 offered: flexible premium variable universal life insurance policies.

Great-West Life & Annuity Insurance Company

A Stock Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

(303) 737-3000

Key Business VUL II — Prospectus

A Flexible Premium Variable Universal Life Insurance Policy

offered by Great-West Life & Annuity Insurance Company

in connection with its COLI VUL-2 Series Account

This prospectus describes Key Business VUL II, a flexible premium variable universal life insurance policy (the “Policy”) offered by Great-West Life & Annuity Insurance Company (“Great-West,” “Company, “ “we,” “our” or “us”). The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a “life insurance contract” for federal income tax purposes.

The Policy allows “you,” the Owner, within certain limits to:

• choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;

• choose the amount and timing of Premium payments, within certain limits;

• allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and

• access your Account Value through loans and partial withdrawals or total surrenders.

This prospectus contains important information you should understand before purchasing a Policy, including a description of the material rights and obligations under the Policy. We use certain special terms that are defined in Appendix A. Your Policy and any endorsements are the formal contractual agreement between you and the Company. It is important that you read the Policy and endorsements which reflect other variations. You should keep this prospectus on file for future reference.

The Policy that we are currently issuing became available on May 1, 2011. Policies issued before May 1, 2011 are described in a separate prospectus.

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, 2012

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Table of Contents

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Summary of the Policy and its Benefits

This is a summary of some of the most important features of your Policy. The Policy is more fully described in the remainder of this prospectus. Please read this prospectus carefully. Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply.

1.  Corporate-Owned Variable Life Insurance.  We will issue Policies to corporations and employers and to certain individuals to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We will issue Policies on the lives of prospective Insureds who meet our underwriting standards.

2.  The Series Account.  We have established a separate account to fund the variable benefits under the Policy. The assets of the Series Account are insulated from the claims of our general creditors.

3.  Premium Payments.  You must pay us an Initial Premium to put your Policy in force. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100.00. Thereafter, you choose the amount and timing of Premium payments, within certain limits.

4.  Fixed Account.  You may allocate some or all of your net payments and/or make Transfers from the Sub-Accounts to the Fixed Account. The Fixed Account is part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations other than those funded by our separate accounts. These Fixed Account assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the Fixed Account assets. We bear the full investment risk for all amounts allocated or transferred to the Fixed Account.

We guarantee that the amounts allocated to the Fixed Account will be credited interest at a net effective annual interest rate of at least the minimum interest rate indicated in your Policy. At our discretion, we will review the interest rate at least once a year. We may reset the interest rate monthly. The Fixed Account is not affected by the investment performance of the Sub-Accounts. Policy value in the Fixed Account will be reduced by the Policy fees and charges we deduct and the effects of any Policy transactions (loans, withdrawals, and Transfers) on your Policy value in the Fixed Account.

5.  Free Look Period.  You may return your Policy to us for any reason within ten days of receiving it, or such longer period as required by applicable state law (in some states, up to 30 days for replacement policies), and depending on state law, receive (i) the greater of your Premiums, less any withdrawals, or your Account Value, or (ii) your Account Value plus the return of any expense charges deducted. The money you contribute to the Policy will be invested at your direction, except that in some states during your free look period your Premiums will be allocated to the Maxim Money Market Division.

6.  Investment Options and Funds.  You may allocate your net Premium payments among the available investment divisions (“Divisions”) or the Fixed Account.

Each Division invests exclusively in shares of a single Fund. Each Fund has its own distinct investment objective and policies, which are described in the accompanying prospectuses for the Funds.

You may Transfer amounts from one Division to another or the Fixed Account, subject to the restrictions described herein.

7.  Death Benefit.  You may choose from among two death benefit options –

1. a fixed benefit equal to the Total Face Amount of your Policy; or

2. a variable benefit equal to the sum of the Total Face Amount and your Account Value.

For each option, the death benefit may be greater if necessary to satisfy federal tax law requirements.

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We will deduct any outstanding Policy Debt and unpaid Policy charges before we pay a death benefit. In addition, prior partial withdrawals may reduce the Death Benefit Proceeds under the first option.

At any time, you may increase or decrease the Total Face Amount, subject to our approval and other requirements set forth in the Policy.

After the first Policy Year, you may change your death benefit option once each Policy Year.

8.  Account Value.  Your Account Value will reflect –

1. the Premiums you pay;

2. the investment performance of the Divisions you select;

3. the value of the Fixed Account.

4. any Policy loans or partial withdrawals;

5. your Loan Account balance; and

6. the charges we deduct under the Policy.

9.  Accessing Your Account Value.  You may borrow from us using your Account Value as collateral. Loans may be treated as taxable income if your Policy is a “modified endowment contract” (“MEC”) for federal income tax purposes and you have had positive net investment performance.

There are no surrender charges associated with your Policy. You may surrender your Policy for its Cash Surrender Value plus return of expense charge, if applicable. The return of expense charge is a percentage of your Account Value and is described in greater detail on page xx.

You may withdraw a portion of your Account Value at any time while your Policy is in force.

A withdrawal may reduce your death benefit.

We will charge an administrative fee not greater than $25 per withdrawal on partial withdrawals after the first in a Policy Year.

10.  Supplemental Benefits.  The following optional riders are available –

1. term life insurance; and

2. change of Insured.

We will deduct the cost, if any, of the rider(s) from your Account Value on a monthly basis.

11.  Paid-Up Life Insurance.  If the Insured reaches Attained Age 121 and your Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase "paid-up" insurance. Your Account Value will remain in the Series Account allocated to the Divisions or the Fixed Account in accordance with your instructions. The death benefit under this paid-up insurance will be fixed by the Internal Revenue Code of 1986, as amended (“Code”) for Insureds age 99. As your Account Value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly.

12.  Reinstatement.  If your Policy terminates due to insufficient value, we will reinstate it within three years at your Request, subject to certain conditions.

13.  Surrenders.  You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate.

If you withdraw part of the Cash Surrender Value, your Policy’s death benefit may be reduced and you may incur taxes and tax penalties.

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14.  Partial Withdrawal.  You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account.

The Death Benefit Proceeds and your Account Value will be reduced by the amount of any partial withdrawals.

15.  Policy Loans.  You may borrow from us using your Account Value as collateral. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made.

The minimum Policy loan amount is $500.

16.  Changes in Total Face Amount.  You may increase or decrease the Total Face Amount of your Policy at any time. Each increase or decrease in the Total Face Amount must be at least $25,000. Minimum face amount is $100,000.

17.  Target Premium.  Your target Premium is actuarially determined and will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) and equals the maximum Premium payable such that the Policy remains compliant with the Code. The target Premium is used to determine your expense charged applied to the Premium and the sales compensation we pay. Payment of the target premium does not guarantee that your Policy will not lapse, and you may need to pay additional Premiums to keep your Policy in force. Each increase to the Total Face Amount is considered to be a new segment to the Policy. Each segment will have a separate target Premium associated with it.

18.  State Variations.  Policies issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of riders. This prospectus describes the material rights and obligations of an Owner, and the maximum fees and charges for all Policy features and benefits are set forth in the fee table of this prospectus. See your policy for specific variations because any such state variations will be included in your policy or in riders or endorsements attached to your policy. See your agent or contact us for specific information that is applicable to your state.

Policy Risks

1.  Account Value Not Guaranteed.  Your Account Value is not guaranteed. Your Account Value fluctuates based on the performance of the investment options you select. The investment options you select may not perform to your expectations. Your Account Value may also be affected by charges under your Policy.

2.  Not Suitable as Short-Term Savings Vehicle.  The Policy is designed for long-term financial planning. Accordingly, you should not purchase the Policy if you need access to the Account Value within a short time. Before purchasing a Policy, consider whether the long-term nature of the Policy is consistent with the purposes for which it is being considered.

3.  Risk of Contract Lapse.  Your Policy may terminate if your Account Value at the beginning of any Policy Month is insufficient to pay the Policy’s monthly charges.

If your Policy would terminate due to insufficient value, we will send you notice and allow you a 61-day grace period.

If, within the grace period, you do not make a Premium payment sufficient to cover all accrued and unpaid charges and deductions, your Policy will terminate at the end of the grace period without further notice.

4.  Limitations on Withdrawals.  Partial withdrawals of Account Value are permitted at any time the Policy is in force. As noted above, the amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. Please note that withdrawals reduce your Account Value and your Death Benefit Proceeds. In addition, withdrawals may have tax consequences.

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5. Limitations on Transfers. Subject to our rules as they may exist from time to time, you may at any time Transfer to another Division all or a portion of the Account Value allocated to a Division. In addition, we do not intend to enforce the restrictions on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” on page xx. Certain limitations apply to Transfers into and out of the Fixed Account. See “Fixed Account Transfers” on page xx.

6. Limitations or Charges on Surrender of Policy. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. Upon surrender of your Policy, the insurance coverage and all other benefits under the Policy will terminate.

There are no surrender charges associated with your Policy. However, the surrender of your Policy may have tax consequences.

7. Risks of Taking a Policy Loan. As noted above, you may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made. The minimum Policy loan amount is $500.

Taking a Policy loan may increase the risk that your Policy will lapse, will reduce your Account Value, and may reduce the death benefit. In addition, if your Policy is a MEC for tax purposes, taking a Policy loan may have tax consequences.

8. Adverse Tax Consequences. Your Policy is structured to meet the definition of a life insurance contract under the Code. Current federal tax law generally excludes all death benefits from the gross income of the Beneficiary of a life insurance policy. Generally, you are not taxed on any increase in the Account Value until it is withdrawn, but are taxed on surrender proceeds and the proceeds of any partial withdrawals if those amounts, when added to all previous non-taxable distributions, exceed the total Premium paid. Amounts received upon surrender or withdrawals in excess of Premiums are treated as ordinary income.

Under certain circumstances, a Policy may become a MEC for federal tax purposes. This may occur if you reduce the Total Face Amount of your Policy or pay excessive Premiums. We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC without your written permission. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC, but instead will promptly refund the money to you. If you elect to have a MEC contract, you can return the money to us with a signed form of acceptance.

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59 ¹/2.

Fund Risks

The Policy currently offers several variable investment options, each of which is a Division of the Series Account. Each Division uses its assets to purchase, at their net asset value, shares of a Fund. The Divisions are referred to as “variable” because their investment experience depends upon the investment experience of the Funds in which they invest.

We do not guarantee that the Funds will meet their investment objectives. Your Account Value may increase or decrease in value depending on the investment performance of the Funds. You bear the risk that those Funds may not meet their investment objectives. A comprehensive discussion of the risks of each Fund may be found in each Fund’s prospectus, including detailed information concerning investment objectives, strategies, and their investment risk. You may obtain a copy of the Fund prospectuses without charge by contacting us at 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

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Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender the Policy, or Transfer cash value between investment options.

Transaction Fees

Charge	When Charge is Deducted	Amount Deducted
Maximum Expense Charge Imposed on Premium*	Upon each Premium payment	Maximum: 10% of Premium Current: 6.0%
Sales Load**	Upon each Premium Payment.	Maximum: 6.5% of Premium Current: 2.5% of Premium up to target and 1.0% of Premium in excess of target
Premium Tax**	Upon each Premium payment	Maximum: 3.5% of Premium
Partial Withdrawal Fee	Upon partial withdrawal	Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.
Change of Death Benefit Option Fee	Upon change of option	Maximum: $100 deducted from Account Value for each change of death benefit option.
Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same Policy Year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

* The Expense Charge consists of the Sales Load plus the Premium Tax.

** The Sales Load and Premium Tax comprise (and are not in addition to) the Expense Charge.

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

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Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
Minimum & Maximum Cost of Insurance Charge	Monthly	Guaranteed:         Minimum: $0.02 per $1000.         Maximum: $83.33 per $1000.
Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed:         $0.21 per $1000.
Mortality and Expense Risk Charge	Upon each Valuation Date	Guaranteed: 0.90% (of average daily net assets) annually. Current: 0.50% for Policy Years 1-20,     and 0.10% thereafter.
Service Charge	Monthly	Maximum: $15/month Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+

¹ The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

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Supplemental Benefit Charges Currently, we are offering the following supplemental optional riders. The charges for the rider you select are deducted monthly from your Account Value as part of the Monthly Deduction described on page xx of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page xx below.
Change of Insured Rider	Upon change of Insured	Minimum: $100 per change. Maximum: $400 per change.
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)		$400 per change.
Term Life Insurance Rider	Monthly	Guaranteed: Minimum COI: $0.02 per $1000. Maximum COI: $83.33 per $1000.
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed: $0.21 per $1000.

The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Policy. More detail concerning each Fund’s fee and expenses is contained in the prospectus for each Fund.

Total Annual Fund Operating Expenses¹

(Expenses that are deducted from Fund assets, including management fees,

distribution and/or service (12b-1) fees, and other expenses)

	Minimum	Maximum
Total Annual Fund Operating Expenses	0.27%	2.32%

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

¹ Expenses are shown as a percentage of a Fund's average net assets as of December 31, 2011. The expenses above include fees and expenses incurred indirectly by the Maxim Profile Portfolios and the Maxim Lifetime Asset Allocation Portfolios as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.

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Description of Depositor, Registrant, and Funds

Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company organized under the laws of the state of Colorado. Our offices are located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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.

The Series Account

The Series Account is a segregated asset account of Great-West. We use the Series Account to fund benefits payable under the Policy. The Series Account may also be used to fund benefits payable under other life insurance policies issued by us.

We own the assets of the Series Account, which we hold separate and apart from our General Account assets. 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. The income, gains, and losses credited to, or charged against, the Series Account reflect the Series Account’s own investment experience and not the investment experience of Great-West’s other assets. The assets of the Series Account may not be used to pay any liabilities of Great-West other than those arising from the Policies (and any other life insurance policies issued by us and funded by the Series Account).

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.

Great-West is obligated to pay all amounts promised to Owners under the Policies (and any other life insurance policies issued by us and funded by the Series Account).

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 policies participating in the Series Account.

The Series Account is divided into Divisions. Each Division invests exclusively in shares of a corresponding Fund. We may in the future add new or delete existing Divisions. The income, gains or losses, realized or unrealized, from assets allocated to each Division are credited to or charged against that Division without regard to the other income, gains or losses of the other Divisions.

All amounts allocated to a Division will be used to purchase shares of the corresponding Fund. The Divisions will at all times be fully invested in Fund shares. We maintain records of all purchases and redemptions of shares of the Funds.

The Investment Options and Funds

The Policy offers a number of Divisions or Sub-Accounts. Each Division invests in a single Fund. Each Fund is a mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or a separate

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series of shares of such a mutual fund. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Funds. The fund prospectuses should be read in connection with this prospectus. YOU MAY OBTAIN A PROSPECTUS AND, IF AVAILABLE, A FUND SUMMARY, CONTAINING COMPLETE INFORMATION ON EACH FUND, WITHOUT CHARGE, UPON REQUEST BY CONTACTING US AT 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

Each Fund holds its assets separate from the assets of the other Funds, and each Fund has its own distinct investment objective and policies. Each Fund operates as a separate investment fund, and the income, gains and losses of one Fund generally have no effect on the investment performance of any other Fund.

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

Some of the Funds have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the Funds may be similar to, and may in fact be modeled after publicly available mutual funds, the Funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any similarly named Fund may differ substantially.

Payments We Receive.  Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West and the principal underwriter and distributor of the Policy, may also receive Rule 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related services related to shares of Funds 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 Series Account assets invested in a Fund.

If you purchased the Policy through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for services provided with regard to the sale of Fund shares to the Divisions under the Policy. The amount and/or structure of the compensation can possibly create conflict of interest as it may influence the broker-dealer or other intermediary and your salesperson to present this Policy (and certain Divisions under the Policy) over other investment alternatives. The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the broker-dealer or other intermediary or your salesperson. You may ask your salesperson about variations and how he or she and his or her broker-dealer are compensated for selling the Policy or visit your financial intermediary's Web site for more information.

Payments We Make.  In addition to the direct cash compensation described above for sales of the Policies, Great-West and/or its affiliates may also pay GWFS agents additional cash and non-cash incentives to promote the sale of the Policies and other products distributed by GWFS, including Portfolios of Maxim Series Fund, which are available Funds under the Policies. Great-West and/or its affiliates may sponsor various contests and promotions subject to applicable FINRA regulations in which GWFS agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, Great-West and/or its affiliates may also pay for travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.

Cash incentive payments may vary depending on the arrangement in place at any particular time. Cash incentives payable to GWFS agents may be based on certain performance measurements, including a percentage of the net amount invested in certain Funds available under the Policy. These additional payments could be viewed as creating conflicts of interest. In some cases, the payment of incentive-based compensation may create a financial incentive for a GWFS agent to recommend or sell the Policy instead of other products or recommend certain Funds under the Policy over other Funds, which may not necessarily be to your benefit.

Fund Investment Policies.  The investment policies of the Funds are briefly described below:

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Alger Portfolios (advised by Fred Alger Management, Inc.)

Alger Small Cap Growth Portfolio (Class I-2 Shares) The Fund seeks long-term capitalization.

American Century Variable Portfolios, Inc. (advised by American Century Investment Management, Inc.)

American Century VP Value Fund (Class I Shares) The Fund seeks long-term capital growth. Income is a secondary objective.

American Century VP Vista^SM Fund (Class I Shares) The Fund seeks long-term capital growth.

American Funds Insurance Series (advised by Capital Research and Management Company)

American Funds IS Growth Fund (Class 2 Shares) The Fund’s investment objective is to provide growth of capital.

American Funds IS Global Small Capitalization Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS International (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS New World Fund (Class 2 Shares) The Fund’s investment objective is long-term capital appreciation.

Columbia Variable Portfolio (advised by Columbia Management Advisers, LLC)

Small Cap Value Fund (Class A Shares) The Fund seeks long-term capital appreciation.

Davis Variable Account Fund, Inc. (advised by Davis Selected Advisors, L.P.)

Davis Financial Portfolio The Fund’s investment objective is long-term growth of capital.

Davis Value Portfolio The Fund’s investment objective is long-term growth of capital.

Dreyfus Stock Index Fund (advised by The Dreyfus Corporation)

Dreyfus Stock Index Fund (Initial Shares) The Fund seeks to match the total return of the Standard & Poor’s 500 Composite Stock Price Index.

Dreyfus Variable Investment Fund (advised by The Dreyfus Corporation of New York, New York)

Dreyfus VIF International Equity Portfolio (Initial Shares) The Fund seeks capital growth.

Newton Capital Management Limited is the sub-adviser to this Fund.

DWS (advised by Deutsche Investment Management Americas Inc.)

DWS Variable Series II: DWS Alternative Asset Allocation VIP (formerly DWS Alternative Asset Allocation Plus VIP) Portfolio (Class A Shares) The Fund seeks capital appreciation. RREEF America L.L.C. and QS Investors, LLC, are the subadvisers for the Fund.

DWS Variable Series II: DWS Core Equity VIP Portfolio (formerly DWS Blue Chip VIP) Portfolio (Class A Shares) The Fund seeks growth of capital and income. QS Investors, LLC is the subadviser for the Fund.

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DWS Variable Series II: Dreman Small Mid Cap Value VIP Portfolio (Class A Shares) The Fund seeks long-term capital appreciation. Dreman Value Management L.L.C. is the subadviser for the Fund.

DWS Variable Series I: DWS Global Small Cap Growth VIP Portfolio (Class A Shares) The Fund seeks above-average capital appreciation over the long term.

DWS Variable Series II: DWS High Income VIP Portfolio (Class A Shares) The Fund seeks to provide a high level of current income.

DWS Investments VIT Funds: DWS Small Cap Index VIP Portfolio (Class A Shares) The Fund 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.

Northern Trust Investments, N.A. is the sub-adviser for the Fund.

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Fidelity Variable Insurance Products (VIP) Fund (advised by Fidelity Management & Research Company)

Fidelity VIP Contrafund^® Portfolio (Service Class 2 Shares) The Fund seeks long-term capital appreciation. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares) The Fund seeks long-term growth of capital. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Invesco Variable Insurance Funds (advised by Invesco Advisors, Inc.)

Invesco V.I. Global Real Estate Fund (Series I Shares) The Fund’s investment objective is total return through growth of capital and current income.

Invesco Asset Management Limited is the sub-adviser for this Fund.

Invesco V.I. International Growth Fund The Fund’s investment objective is long-term growth of capital.

Invesco V.I. Mid Cap Core Equity Fund The Fund’s objective is long-term growth of capital.

Janus Aspen Series (advised by Janus Capital Management, LLC)

Janus Aspen Balanced Portfolio (Institutional Shares) The Fund seeks long-term growth of capital consistent with preservation of capital and balanced by current income.

Janus Aspen Flexible Bond Portfolio (Institutional Shares) The Fund seeks to obtain maximum total return consistent with the preservation of capital.

Janus Aspen Forty Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Global Technology Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Overseas Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Maxim Series Fund, Inc. (advised by GW Capital Management, LLC (d.b.a. Maxim Capital Management, LLC) (“MCM”), a wholly owned subsidiary of Great-West)

Maxim Ariel Small-Cap Value Portfolio The Fund seeks long-term capital appreciation.

Ariel Investments, LLC is the sub-adviser to this Fund.

Maxim Bond Index Portfolio The Fund seeks results that track the total return of the fixed income securities that comprise the Barclays Capital Aggregate Bond Index.

Maxim Federated Bond Portfolio The Fund seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings.

Maxim INVESCO ADR Portfolio The Fund seeks a high total return through capital appreciation and current income, while reducing risk through diversification.

Invesco Advisers, Inc. is the sub-adviser to this Fund.

Maxim Janus Large Cap Growth Portfolio The Fund seeks long-term growth of capital.

Janus Capital Management, LLC is the sub-adviser to this Fund.

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Maxim Loomis-Sayles Bond Portfolio The Fund seeks high total investment return through a combination of current income and capital appreciation.

Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Maxim Loomis Sayles Small-Cap Value Portfolio The Fund seeks long-term capital growth. .

Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Maxim MFS International Value Portfolio The Fund seeks long-term capital growth.

Massachusetts Financial Service Company is the sub-adviser to this Fund.

Maxim Money Market Portfolio The Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity.

Investment in the Maxim Money Market Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Maxim Short Duration Bond Portfolio The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Maxim T. Rowe Price Equity/Income Portfolio The Fund seeks substantial dividend income and also long-term capital appreciation.

T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Maxim T. Rowe Price Mid Cap Growth Portfolio The Fund seeks long-term capital appreciation.

T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Maxim Templeton Global Bond Portfolio The Fund seeks current income with capital appreciation and growth of income.

Franklin Advisers, Inc. is the sub-advisor to this Fund.

Maxim U.S. Government Mortgage Securities Portfolio The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Maxim Profile I Portfolios

Each of the following five Profile Portfolios seeks to provide an asset allocation program designed to meet certain investment goals based on an investor’s risk tolerance, investment time horizon and personal objectives.

Maxim Aggressive Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize equity investments.

Maxim Moderately Aggressive Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize equity investments and, to a lesser degree, fixed income securities.

Maxim Moderate Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, with a relatively equal emphasis on equity and fixed income investments.

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Maxim Moderately Conservative Profile I Portfolio seeks capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize fixed income investments, and, to a lesser degree, equity investments.

Maxim Conservative Profile I Portfolio seeks capital preservation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize fixed income investments.

Maxim Lifetime Asset Allocation Portfolios

Maxim Lifetime 2015 Portfolio II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2015, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2025 Portfolio II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2025, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2035 Portfolio II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2035, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2045 Portfolio II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2045, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2055 Portfolio II (Class T) The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2055, the investment objective is to seek income and, secondarily, capital growth.

Neuberger Berman Advisers Management Trust (advised by Neuberger Berman Management Incorporated)

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (formerly AMT Regency Portfolio) (Class I Shares) The Fund seeks growth of capital.

Neuberger Berman AMT Socially Responsive Portfolio (Class I Shares) The Fund seeks long-term growth of capital.

PIMCO Variable Insurance Trust (advised by Pacific Investment Management Company, LLC)

PIMCO VIT High Yield Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Low Duration Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Real Return Portfolio (Administrative Shares) The Fund seeks maximum real return, consistent with preservation of real capital and prudent investment management.

PIMCO VIT Total Return Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

Putnam Variable Trust (advised by Putnam Investment Management, LLC)

Putnam VT Equity Income Fund (Class IA Shares) The Fund seeks capital growth and current income.

Putnam VT Global Health Care Fund (Class IA Shares) The Fund seeks capital appreciation.

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Putnam VT High Yield Fund (Class IA Shares) The Fund seeks high current income. Capital growth is a secondary goal when consistent with achieving high current income.

Putnam VT International Growth Fund Class (IA Shares) The Fund seeks long-term capital appreciation.

Putnam VT MultiCap Value Fund (Class IA Shares) The Fund seeks capital appreciation and, as a secondary objective, current income.

Royce Capital Fund (advised by Royce & Associates, LLC)

Royce Micro-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

Royce Small-Cap Portfolio (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

Van Eck Worldwide Insurance Trust (advised by Van Eck Associates Corporation)

Van Eck VIP Global Hard Assets (Initial Class Shares) The Fund seeks long term capital appreciation by primarily investing in hard asset securities. Income is a secondary consideration.

You should contact your representative for further information on the availability of the Divisions.

Each Fund is subject to certain investment restrictions and policies that may not be changed without the approval of a majority of the shareholders of the Fund. See the Fund prospectuses for further information.

We automatically reinvest all dividends and capital gain distributions from the Funds in shares of the distributing Fund at their net asset value. The income and realized and unrealized gains or losses on the assets of each Division are separate and are credited to, or charged against, the particular Division without regard to income, gains or losses from any other Division or from any other part of our business. We will use amounts you allocate to a Division to purchase shares in the corresponding Fund and will redeem shares in the Funds to meet Policy obligations or make adjustments in reserves. The Funds are required to redeem their shares at net asset value and to make payment within seven days.

The Funds may also be available to separate accounts offering variable annuity, variable life products and qualified plans of other affiliated and unaffiliated insurance companies, as well as our other separate accounts. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Series Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of Owners and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Owners, including withdrawal of the Series Account from participation in the Funds that are involved in the conflict or substitution of shares of other Funds.

Voting.  We are the legal owner of all shares of the Funds held in the Divisions of the Series Account. In general, you do not have a direct right to vote the Fund shares held in the Divisions of the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares held in the Divisions. At regular and special shareholder meetings, we will vote the shares held in the Divisions in accordance with those instructions received from Owners who have an interest in the respective Divisions.

We will vote shares held in each Division for which no timely instructions from Owners are received, together with shares not attributable to a Policy, in the same proportion as those shares in that Division for which instructions are received.

The number of shares in each Division for which instructions may be given by an Owner is determined by dividing the portion of the Account Value derived from participation in that Division, if any, by the value of one share of the corresponding Fund. We will determine the number as of the record date chosen by the Fund. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the shareholders' meeting.

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We may, if required by state insurance regulators, disregard voting instructions if those instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the Funds, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove of those changes in accordance with applicable federal regulations. If we disregard voting instructions, we will advise you of that action and our reasons for it in our next communication to Owners.

This description reflects our current view of applicable federal securities law. Should the applicable federal securities laws change so as to permit us to vote shares held in the Series Account in our own right, we may elect to do so.

Fixed Account

The Fixed Account is part of our General Account. We have absolute ownership of the assets in the Fixed Account. Except as limited by law, we have sole control over the investment of the General Account assets. You do not share in the investment experience of the General Account, but are allowed to allocate and transfer Account Value into the Fixed Account. We assume the risk of investment gain or loss on this amount. All assets in the General Account are subject to our general liabilities from business operations. The Fixed Account does not participate in the investment performance of the Sub-Accounts.

The Fixed Account is not registered with the SEC under the Securities Act of 1933. Neither the Fixed Account nor the General Account have been registered as an investment company under the 1940 Act. As a result, neither the Fixed Account nor the General Account are generally subject to regulation under either Act. However, certain disclosures may be subject to generally applicable provisions of the federal securities laws regarding the accuracy of statements made in registration statements.

The Fixed Account offers a guarantee of principal, after deductions for fees and expenses. We also guarantee that amounts you allocated to the Fixed Account will earn interest at a rate of at least the minimum guaranteed interest rate indicated in your Policy. We do not rely on predetermined formulas to set Fixed Account interest rates. We will review the interest rate at least once a year, but at the Company’s discretion we may reset the interest rate monthly.

The Fixed Account may not be available in all states.

Employer-Financed Insurance Purchase Arrangements--Tax and Other Legal Issues

In addition to corporations and other employers, the Policy is also available for purchase by individuals whose employers will pay some or all of the Premiums due under the Policy pursuant to an employer-financed insurance purchase arrangement. In such cases, references in this prospectus to the “Owner” of the Policy will refer to the individual and, depending on the context, references to the “payment of premiums” will refer to payments to Great-West under the Policy by the employer and/or by the employee.

Employers and employees contemplating the purchase of a Policy as a part of an employer-financed insurance purchase arrangement should consult qualified legal and tax counsel with regard to the issues presented by such a transaction. For this purpose, an employer-financed insurance purchase arrangement is a plan or arrangement which contemplates that an employer will pay one or more Premiums for the purchase of a Policy that will be owned, subject to certain restrictions, by an employee or by a person or entity designated by the employee.

The general considerations applicable to such a purchase include the following:

1. Payments by the employer under an employer-financed insurance purchase arrangement will only be deductible for income tax purposes when the payments are taxable to the employee with respect to whom they are made.

2. Imposition of certain types of restrictions, specifically a substantial risk of forfeiture, on the purchased Policy may defer both the deductibility of the payments to the employer and their taxability to the employee.

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3. The payment of some or all of the Premiums by the employer may create an ERISA welfare benefit plan which is subject to the reporting, disclosure, fiduciary and enforcement provisions of ERISA.

4. The payment of some or all of the Premiums by the employer will not prevent the Owner from being treated as the owner of the Policy for federal income tax purposes.

5. Under some circumstances, the failure of the employer to make one or more of the planned Premiums under the Policy may cause a lapse of the Policy.

6. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial and tax benefits of the ownership of the Policy outweigh the costs, such as sales loads and cost of insurance charges that will be incurred as a result of the purchase and ownership of the Policy.

7. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the designation of another person or entity as the owner of the Policy will have adverse consequences under applicable gift, estate, or inheritance tax laws.

8. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial performance of the Policy will support any planned withdrawals or borrowings under the Policy.

9. In an employer-financed insurance purchase arrangement, the procedures described below on page xx are designed to prevent or minimize market timing and excessive trading by Owners may, in certain circumstances, require us to perform standardized trade monitoring; in other circumstances such monitoring will be performed by the Fund. Certain Funds require us to provide reports of the Owner’s trading activity, if prohibited trading, as defined by the Fund, is suspected. The determination of whether there is prohibited trading based on the Funds’ definition of prohibited trading may be made by us or by the Fund. The Fund determines the restrictions imposed, which could be one of the four restrictions described on page xx or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund.

Charges and Deductions

Expense Charge Applied to Premium. We will deduct a maximum charge of 10% from each Premium payment, which is broken down as follows. A maximum of 6.5% will be deducted as sales load to compensate us in part for sales and promotional expenses in connection with selling the Policies, such as commissions, the cost of preparing sales literature, other promotional activities and other direct and indirect expenses. A maximum of 3.5% of Premium will be used to cover Premium taxes and certain federal income tax obligations resulting from the receipt of Premiums. All states and some cities and municipalities impose taxes on Premiums paid for life insurance, which generally range from 2% to 4% of Premium but may exceed 4% in some states. The amount of your state's Premium tax may be higher or lower than the amount attributable to Premium taxes that we deduct from your Premium payments.

The current expense charge applied to Premium for sales load is 2.5% of Premium up to target and 1.0% of Premium in excess of target for Policy Years 1 through 10. Your target Premium will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) which equals the maximum Premium payable under the seven-pay test such that the Policy remains compliant with 7702A of the Code. Thereafter, there is no charge for sales load. The current expense charge applied to Premium to cover our Premium taxes and the federal tax obligation described above is 3.5% in all Policy Years.

Where permitted by applicable state insurance law and for corporate owned policies only, if your Policy is surrendered for the Surrender Benefit (Account Value less any outstanding Policy loans and less accrued loan interest) within the first six Policy Years, we will return a percentage of the expense charge. The return of expense charge will be a percentage of your Account Value on the date the Request for surrender was received by us at our Corporate Headquarters. This amount will be in addition to the Surrender Benefit.

The return of expense charge is based on the following:

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Policy Year	Percentage of Account     Value Returned
Year 1	7%
Year 2	6%
Year 3	5%
Year 4	4%
Year 5	3%
Year 6	2%
Year 7	1%
Year 8	0%

As described under the heading “Term Life Insurance Rider” on page xx, we may offer a term life insurance rider that may have the effect of reducing the sales charge you pay on purchasing an equivalent amount of insurance. We offer this rider in circumstances that result in the savings of sales and distribution expenses and administrative costs. To qualify, a corporation, employer, or other purchaser must satisfy certain criteria such as, for example, the number of Policies it expects to purchase and the expected Total Face Amount under all such Policies. Generally, the sales contacts and effort and administrative costs per Policy depend on factors such as the number of Policies purchased by a single Owner, the purpose for which the Policies are purchased, and the characteristics of the proposed Insureds. The amount of reduction and the criteria for qualification are related to the sales effort and administrative costs resulting from sales to a qualifying Owner. Great-West from time to time may modify on a uniform basis both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected Owners funded by the Series Account.

Mortality and Expense Risk Charge.  This charge is for the mortality and expense risks we assume with respect to the Policy. It is based on an annual rate that we apply against each Division of the Series Account on a daily basis. We convert the mortality and expense risk charge into a daily rate by dividing the annual rate by 365. The mortality and expense risk charge will be determined by us from time to time based on our expectations of future interest, mortality experience, persistency, expenses and taxes, but will not exceed 0.90% annually. Currently, the charge is 0.50% for Policy Years 1 through 20 and 0.10% thereafter.

The mortality risk we assume is that the group of lives insured under the Policies may, on average, live for shorter periods of time than we estimated. The expense risk we assume is that the costs of issuing and administering Policies may be more than we estimated.

Monthly Deduction.  We make a monthly deduction from your Account Value on the Policy Date and the first day of each Policy Month. This monthly deduction will be charged proportionally to the amounts in the Divisions.

The monthly deduction equals the sum of (1), (2), (3) and (4) where:

(1) is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;

(2) is the service charge;

(3) is the monthly cost of any additional benefits provided by riders which are a part of your Policy; and

(4) is any extra risk charge if the Insured is in a rated class as specified in your Policy.

The net amount at risk equals:

• the death benefit divided by 1.00327374; less

• your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

If there are increases in the Total Face Amount other than increases caused by changes in the death benefit option, the monthly deduction described above is determined separately for the initial Total Face Amount and each increase in the Total Face Amount. In calculating the net amount at risk, your Account Value will first be allocated to the most recent increase in the death benefit and then to each increase in the Total Face Amount in the reverse order in which the increases were made.

Monthly Risk Rates.  The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The

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monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured's sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured's sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, investment earnings, persistency, capital and reserve requirements, interest rates and expenses (including taxes), but will not exceed the guaranteed maximum monthly risk rates based on the 2001 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table (“2001 CSO”). Currently, the guaranteed minimum monthly risk charge is $0.02 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

The guaranteed maximum monthly risk rates reflect any class rating applicable to the Policy. We have filed a detailed statement of our methods for computing Account Values with the insurance department in each jurisdiction where the Policy was delivered. These values are equal to or exceed the minimum required by law.

The monthly risk rate is greater on policies that require less underwriting to be performed regardless of the health of the individual. Monthly risk rate charges will be greatest on guaranteed issue policies, followed by simplified issue policies, then fully underwritten policies.

Service Charge.  We will deduct a maximum of $15 from your Account Value on the first day of each Policy Month to cover our administrative costs, such as salaries, postage, telephone, office equipment and periodic reports. This charge may be increased or decreased by us from time to time based on our expectations of future expenses, but will never exceed $15 per Policy Month. The service charge will be deducted proportionally from the Divisions. The current service charge is $10 per Policy Month for Policy Years 1 through 3 and $7.50 per Policy Month thereafter.

Transfer Fee.  A maximum administrative charge of $10 per Transfer of Account Value from one Division to other Divisions will be deducted from your Account Value for all Transfers in excess of 12 made in the same Policy Year. The allocation of your Initial Premium from the Maxim Money Market Division to your selected Divisions will not count toward the 12 free Transfers. Similarly, Transfers made under dollar cost averaging and periodic rebalancing under the rebalancer option are not subject to the fee and do not count as Transfers for this purpose (except a one-time rebalancing under the rebalancer option will count as one Transfer). All Transfers Requested on the same Business Day will be aggregated and counted as one Transfer. The current charge is $10 per Transfer.

Partial Withdrawal Fee.  A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. The partial withdrawal fee will be deducted proportionally from all Divisions.

Surrender Charges.  Your Policy has no surrender charges.

Change of Death Benefit Option Fee.  A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option. The change of death benefit fee will be deducted proportionally from all Divisions.

Fund Expenses.  You indirectly bear the charges and expenses of the Funds whose shares are held by the Divisions to which you allocate your Account Value. The Series Account purchases shares of the Funds at net asset value. Each Fund's net asset value reflects investment advisory fees and administrative expenses already deducted from the Fund's assets. For more information concerning the investment advisory fees and other charges against the Funds, see the Fund prospectuses and the statements of additional information for the Funds, which are available upon Request.

We may receive compensation from the investment advisers or administrators of the Funds. Such compensation will be consistent with the services we provide or the cost savings resulting from the arrangement and, therefore, may differ between Funds. See

“Payments We Receive” on page xx.

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General Description of Policy

Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply. The Policy described in this prospectus is offered to corporations and other employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We issue Policies on the lives of prospective Insureds who meet our underwriting standards.

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Policy Rights

Owner.  While the Insured is alive, unless you have assigned any of these rights, you may:

• transfer ownership to a new Owner;

• name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;

• change or revoke a contingent owner;

• change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);

• exercise all other rights in the Policy;

• increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and

• change the death benefit option, subject to the other provisions of the Policy.

When you transfer your rights to a new Owner, you automatically revoke any prior contingent owner designation. When you want to change or revoke a prior Beneficiary designation, you have to specify that action. You do not affect a prior Beneficiary when you merely transfer ownership, or change or revoke a contingent owner designation.

You do not need the consent of a Beneficiary or a contingent owner in order to exercise any of your rights. However, you must give us written notice satisfactory to us of the Requested action. Your Request will then, except as otherwise specified herein, be effective as of the date you signed the form, subject to any action taken before it was received by us.

Beneficiary.  The Beneficiary has no rights in the Policy until the death of the Insured, except an irrevocable Beneficiary cannot be changed without the consent of that Beneficiary. If a Beneficiary is alive at that time, the Beneficiary will be entitled to payment of the Death Benefit Proceeds as they become due.

Policy Limitations

Allocation of Net Premiums.  Except as otherwise described herein, your net Premium will be allocated in accordance with the allocation percentages you select. Percentages must total 100% and can be up to two decimal places.

We will credit Premium payments received prior to the end of the free look period as described in the “Free Look Period” section of this prospectus on page xx.

You may change your allocation percentages at any time by Request.

Transfers Among Divisions.  Subject to our rules as they may exist from time to time, you may at any time after the Free-Look Period Transfer to another Division all or a portion of the Account Value allocated to a Division. We will make Transfers pursuant to a Request.

Transfers may be Requested by indicating the Transfer of either a specified dollar amount or a specified percentage of the Division's value from which the Transfer will be made.

Transfer privileges are subject to our consent. We reserve the right to impose limitations on Transfers, including, but not limited to: (1) the minimum amount that may be Transferred; and (2) the minimum amount that may remain in a Division following a Transfer from that Division. In addition, we do not intend to enforce the restriction on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” on page xx.

A fee of $10 per Transfer will apply for all Transfers in excess of 12 made in a Policy Year. We may increase or decrease the Transfer charge; however, it is guaranteed to never exceed $10 per Transfer. All Transfers Requested on the same Business Day will count as only one Transfer toward the 12 free Transfers. The Transfer of your Initial Premium from the Maxim Money Market Portfolio Division to your selected Divisions does not count toward the 12 free Transfers. Likewise, any Transfers under dollar cost averaging or periodic rebalancing of your Account Value under the rebalancer option do not count toward the 12 free Transfers (a one time rebalancing, however, will be counted as one Transfer).

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Fixed Account Transfers.  Transfers into the Fixed Account are limited to once every 60 days. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the transfer in the previous 365 day period.

Market Timing & Excessive Trading.  The Policies 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 Owners in the Funds. Market timing generally involves frequent or unusually large transfers that are intended to take advantage of short-term fluctuations in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. In addition, frequent or unusually large transfers may harm performance by increasing Fund expenses and disrupting Fund management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Fund to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to discourage market timing and excessive trading by Owners. As part of those procedures, we will rely on the Funds to monitor for such activity. If a Fund believes such activity has occurred, we will scrutinize the Owner’s activity and request a determination from the Fund as to whether such activity constitutes market timing or excessive trading. If the Fund determines that the activity constitutes market timing or excessive trading, we will contact the Owner in writing to request that market timing and/or excessive trading stop immediately. We will then provide a subsequent report of the Owner's trading activity to the Fund. If the Fund determines that the Owner has not ceased improper trading, and upon request of the Fund, we will inform the Owner in writing that a trading restriction is being implemented. The four possible trading restrictions are:

• Restrict the Owner to inquiry-only access for the web and voice response unit so that the Owner will only be permitted to make Transfer Requests by written Request mailed to us through U.S. mail (“U.S. Mail Restriction”); the Owner will not be permitted to make Transfer Requests via overnight mail, fax, the web, or the call center. Once the U.S. Mail Restriction has been in place for 180 days, the restricted Owner may Request that we lift the U.S. Mail Restriction by signing, dating and returning a form to us whereby the Owner acknowledges the potentially harmful effects of market timing and/or excessive trading on Funds and other investors, represents that no further market timing or excessive trading will occur, and acknowledges that we may implement further restrictions, if necessary, to stop improper trading by the Owner;

• Close the applicable Fund to all new monies, including contributions and Transfers in;

• Restrict all Owners to one purchase in the applicable Fund per 90 day period; or

• Remove the Fund as an investment option and convert all allocations in that Fund to a different investment option.

The discretionary nature of our procedures creates a risk that we may treat some Owners differently than others.

Our market timing and excessive trading procedures are such that we do not impose trading restrictions unless or until a Fund first detects and notifies us of potential market timing or excessive trading activity. Accordingly, we cannot prevent all market timing or excessive trading transfer activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent the Funds do not detect and notify us of market timing and/or excessive trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer or excessive trader may be able to make market timing and/or excessive trading transactions with the result that the management of the Funds may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Funds.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any Owners from these procedures. In addition, we do not enter into agreements with Owners whereby we permit market timing or excessive trading. Subject to applicable state law and the terms of each Policy, 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 Funds may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Funds should describe any such policies and procedures. The frequent trading policies and procedures of a Fund may be different, and more or less restrictive, than the frequent

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trading policies and procedures of other Funds and the policies and procedures we have adopted to discourage market timing and excessive trading. For example, a Fund may impose a redemption fee. Owners should also be aware that we may not have the contractual obligation or the operational capacity to apply the frequent trading policies and procedures of the respective Funds that would be affected by the Transfers.

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 market timing or excessive trading. In addition, our orders to purchase shares of the Funds are generally subject to acceptance by the Fund, and in some cases a Fund 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 Fund is not accepted by, or is reversed by, an applicable Fund.

You should note that other insurance companies and retirement plans may invest in the Funds 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 Funds 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 participants and/or individual owners of variable insurance contracts. The nature of such orders may limit the Funds' ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Funds may not be able to detect potential market timing and/or excessive trading activities in the omnibus orders they receive. We cannot guarantee that the Funds will not be harmed by transfer activity relating to the retirement plans and/or other insurance companies that invest in the Funds. 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 Funds. In addition, if a Fund believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent transfer activity, the Fund 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 Fund.

Exchange of Policy.  You may exchange your Policy for a new policy issued by Great-West that does not provide for variable benefits. The new policy will have the same Policy Date, Issue Age, and Insured as your Policy on the date of the exchange. The exchange must be made within 24 Policy Months after the Issue Date of your Policy and all Policy Debt must be repaid.

The cash value of your current Policy will be applied to the new policy as the Initial Premium.

Age Requirements.  An Insured's Issue Age must be between 20 and 85 for Policies issued on a fully underwritten basis and between 20 and 70 for Policies issued on a guaranteed underwriting or a simplified underwriting basis.

Policy or Registrant Changes

Addition, Deletion or Substitution of Investment Options.  Shares of any or all of the Funds may not always be available for purchase by the Divisions of the Series Account, or we may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Fund shares already purchased by the Series Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the SEC, to the extent necessary. We also may close a Division to future Premium allocations and Transfers of Account Value. A Division closing may affect dollar cost averaging and the rebalancer option. We also reserve the right to add Divisions, or to eliminate or combine existing Divisions or to Transfer assets between Divisions, or from any Division to our General Account. In the event of any substitution or other act described in this paragraph, we may make appropriate amendment to the Policy to reflect the change.

The Series Account.  We reserve the right to operate the Series Account in any form permitted by law, to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable laws, to assess a charge for taxes attributable to the operation of the Series Account or for other taxes, as described in “Charges and Deductions” beginning on page xx of this prospectus, and to change the way in which we assess other charges, as long as the total other charges do not exceed the maximum guaranteed charges under the Policies.

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Entire Contract.  Your entire contract with us consists of the Policy, including the attached copy of your application and any attached copies of supplemental applications for increases in the Total Face Amount, any endorsements and any riders. Any illustrations prepared in connection with the Policy do not form a part of our contract with you and are intended solely to provide information about how values under the Policy, such as Cash Surrender Value, death benefit and Account Value, will change with the investment experience of the Divisions, and such information is based solely upon data available at the time such illustrations are prepared.

Alteration.  Sales representatives do not have any authority to either alter or modify your Policy or to waive any of its provisions. The only persons with this authority are our president, secretary, or one of our vice presidents.

Modification. Upon notice to you, we may modify the Policy if such a modification –

• is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;

• is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;

• is necessary to reflect a change in the operation of the Series Account or the Divisions; or

• adds, deletes or otherwise changes Division options.

We also reserve the right to modify certain provisions of the Policy as stated in those provisions. In the event of any such modification, we may make appropriate amendment to the Policy to reflect such modification.

Assignments.  During the lifetime of the Insured, you may assign all or some of your rights under the Policy. All assignments must be filed at our Corporate Headquarters and must be in written form satisfactory to us. The assignment will then be effective as of the date you signed the form, subject to any action taken before we received it. We are not responsible for the validity or legal effect of any assignment.

Notice and Elections.  To be effective, all notices and elections under the Policy must be in writing, signed by you, and received by us at our Corporate Headquarters. Certain exceptions may apply. Unless otherwise provided in the Policy, all notices, Requests and elections will be effective when received at our Corporate Headquarters complete with all necessary information.

Account Value

Your Account Value is the sum of your interests in each Division you have chosen, plus your interests in the Fixed Account, plus the amount in your Loan Account. The Account Value varies depending upon the Premiums paid, expense charges applied to Premium, mortality and expense risk charge, service charges, monthly risk charges, partial withdrawals, fees, Policy loans and the net investment factor (described below) for the Divisions to which your Account Value is allocated and the interest credited to the Fixed Account.

We measure the amounts in the Divisions in terms of Units and Unit Values. On any given date, your interest in a Division is equal to the Unit Value multiplied by the number of Units credited to you in that Division. Amounts allocated to a Division will be used to purchase Units of that Division. Units are redeemed when you make partial withdrawals, undertake Policy loans or Transfer amounts from a Division, and for the payment of service charges, monthly risk charges and other fees. The number of Units of each Division purchased or redeemed is determined by dividing the dollar amount of the transaction by the Unit Value for the Division. The Unit Value for each Division was established at $10 for the first Valuation Date of the Division. The Unit Value for any subsequent Valuation Date is equal to the Unit Value for the preceding Valuation Date multiplied by the net investment factor (determined as provided below). The Unit Value of a Division for any Valuation Date is determined as of the close of the Valuation Period ending on that Valuation Date.

Transactions are processed on the date we receive a Premium at our Corporate Headquarters or upon approval of a Request. If your Premium or Request is received on a date that is not a Valuation Date, or after the close of the NYSE on a Valuation Date, the transaction will be processed on the next Valuation Date.

The Account Value attributable to each Division of the Series Account on the Policy Date equals:

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• that portion of net Premium received and allocated to the Division, plus

• that portion of net Premium received and allocated to the Fixed Account, less

• the service charges due on the Policy Date, less

• the monthly risk charge due on the Policy Date, less

• the monthly risk charge for any riders due on the Policy Date.

We apply your Initial Premium on the Policy Date, which will be the Issue Date (if we have already received your Initial Premium) or the Business Day we receive a Premium equal to, or in excess of, the Initial Premium after we have approved your application.

The Account Value attributable to each Division of the Series Account on the subsequent Valuation Dates is equal to:

• the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division's net investment factor, plus

• that portion of net Premium received and allocated to the Division during the current Valuation Period, plus

• that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus

• any amounts Transferred by you to the Division from another Division during the current Valuation Period, less

• any amounts Transferred by you from the Division to another Division during the current Valuation Period, less

• that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less

• that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less

• that portion of fees due in connection with a partial withdrawal charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that Division's portion of the cost for any riders and any extra risk charge if the Insured is in a rated class as specified in your Policy, for the Policy Month just beginning.

Net Investment Factor. The net investment factor for each Division for any Valuation Period is determined by deducting the mortality and expense risk charge for each day in the Valuation Period from the quotient of (1) and (2) where:

(1) is the net result of:

• the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus

• the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the “ex-dividend” date occurs during the current Valuation Period, plus or minus

• a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

(2) is the net result of:

• the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus

• a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.

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The Fixed Account Value is:

• Premiums, less Expense Charges, allocated to the Fixed Account; plus

• Sub-Account Value transferred to the Fixed Account; plus

• Interest credited to the Fixed Account; minus

• Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus

• The portion of any accrued policy fees and charges allocated to the Fixed Account; minus

• Loans from the Fixed Account; minus

• Transfers from the Fixed Account, including any applicable transfer charges

During any Policy Month the Fixed Account Value will be calculated on a consistent basis. For purposes of crediting interest, policy value deducted, transferred or withdrawn from the Fixed Account is accounted for on a first in first out basis.

The mortality and expense risk charge for the Valuation Period is the annual mortality and expense risk charge divided by 365 multiplied by the number of days in the Valuation Period.

The net investment factor may be greater or less than or equal to one.

Splitting Units.  We reserve the right to split or combine the value of Units. In effecting any such change, strict equity will be preserved and no such change will have a material effect on the benefits or other provisions of your Policy.

Other Provisions and Benefits

Misstatement of Age or Sex (Non-Unisex Policy). If the age or (in the case of a non-unisex Policy) sex of the Insured is stated incorrectly in your Policy application or rider application, we will adjust the amount payable appropriately as described in the Policy.

If we determine that the Insured was not eligible for coverage under the Policy after we discover a misstatement of the Insured's age, our liability will be limited to a return of Premiums paid, less any partial withdrawals, any Policy Debt, and the cost for riders.

Suicide.  If the Insured, whether sane or insane, commits suicide within two years after your Policy's Issue Date (one year if your Policy is issued in Colorado or North Dakota), we will not pay any part of the Death Benefit Proceeds. We will pay the Beneficiary the Premiums paid, less the amount of any Policy Debt, any partial withdrawals and the cost for riders.

If the Insured, whether sane or insane, commits suicide within two years after the effective date of an increase in the Total Face Amount (one year if your Policy is issued in Colorado or North Dakota), then our liability as to that increase will be the cost of insurance for that increase and that portion of the Account Value attributable to that increase. The Total Face Amount of the Policy will be reduced to the Total Face Amount that was in effect prior to the increase.

Incontestability.  All statements made in the application or in a supplemental application are representations and not warranties. We relied and will continue to rely on those statements when approving the issuance, increase in face amount, increase in death benefit over Premium paid, or change in death benefit option of the Policy. In the absence of fraud, we can use no statement in defense of a claim or to cancel the Policy for misrepresentation unless the statement was made in the application or in a supplemental application. In the absence of fraud, after the Policy has been in force during the lifetime of the Insured for a period of two years from its Issue Date, we cannot contest it except for non-payment of Premiums. However, any increase in the Total Face Amount which is effective after the Issue Date will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the effective date of coverage of such increase.

Paid-Up Life Insurance.  When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase

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“paid-up” insurance. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2001 Commissioner's Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see “Federal Income Tax Considerations -- Treatment When Insured Reaches Attained Age 121” on page xx.

Supplemental Benefits.  The following supplemental benefit riders are available, subject to certain limitations. An additional monthly risk charge will be assessed for each rider that is in force as part of the monthly deduction from your Account Value. If a supplemental benefit rider is terminated, the monthly risk charge for such rider will end immediately. See fee tables beginning on page x.

Term Life Insurance Rider.  This rider provides term life insurance on the Insured. Coverage is renewable annually until the Insured's Attained Age 121. The amount of coverage provided under this rider varies from month to month as described below. We will pay the rider's death benefit to the Beneficiary when we receive Due Proof of death of the Insured while this rider is in force.

This rider provides the same three death benefit options as your Policy. The option you choose under the rider must at all times be the same as the option you have chosen for your Policy. The rider's death benefit will be determined at the beginning of each Policy Month in accordance with one of those options. For each of the options, any outstanding Policy Debt will reduce your death benefit.

If you purchase this rider, the Total Face Amount shown on your Policy's specifications page will be equal to the minimum amount of coverage provided by this rider plus the base face amount (which is the minimum death benefit under your Policy without the rider’s death benefit). The minimum allocation of Total Face Amount between your Policy and the rider is 10% and 90% at inception, respectively. The total Death Benefit Payable under the rider and the Policy will be determined as described in "Death Benefit" below, using the Total Face Amount shown on your Policy’s specifications page.

Coverage under this rider will take effect on the latter of:

• the Policy Date of the Policy to which this rider is attached; or

• the date this rider is delivered and the first rider premium is paid to the Company

The monthly risk rate for this rider will be the same as that used for the Policy and the monthly risk charge for the rider will be determined by multiplying the monthly risk rate by the rider's death benefit. This charge will be calculated on the first day of each Policy Month and added to the Policy's monthly risk charge.

If you purchase this rider, the sales load and return of expense charge will be proportionately lower as a result of a reduction in commission payments. Commissions payable to sales representatives for the sale of the Policy are calculated based on the total Premium payments. As a result, this rider generally is not offered in connection with any Policy with annual Premium payments of less than $100,000, except for policies issued on a guaranteed issue basis. In our discretion, we may decline to offer this rider or refuse to consent to a proposed allocation of coverage between a Policy and term rider.

If this rider is offered, the commissions will vary depending on the allocation of your coverage between the Policy and the term rider. The same initial Death Benefit will result in the highest commission when there is no term rider, with the commission declining as the portion of the Death Benefit coverage allocated to the term rider increases. Thus, the lowest commission amount is payable, and the lowest amount of sales load deducted from your Premiums will occur, when the maximum term rider is purchased.

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You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:

• the date the Policy is surrendered or terminated;

• the expiration of the grace period of the Policy; or

• the death of the Insured.

Change of Insured Rider.  This rider permits you to change the Insured under your Policy or any Insured that has been named by virtue of this rider. Before we change the Insured you must provide us with (1) a Request for the change signed by you and approved by us; (2) Evidence of Insurability for the new Insured; (3) evidence that there is an insurable interest between you and the new Insured; (4) evidence that the new Insured's age, at the nearest birthday, is under 70 years; and (5) evidence that the new Insured was born prior to the Policy Date. We may charge a fee for administrative expenses when you change the Insured. The minimum charge is $100 per change and the maximum charge is $400 per change. When a change of Insured takes effect, Premiums will be based on the new Insured's age, sex, mortality class and the Premium rate in effect on the Policy Date.

Report to Owner.  We will maintain all records relating to the Series Account and the Divisions and the Fixed Account. We will send you a report at least once each Policy Year within 30 days after a Policy Anniversary. The report will show current Account Value, current allocation in each Division, death benefit, Premiums paid, investment experience since your last report, deductions made since the last report, and any further information that may be required by laws of the state in which your Policy was issued. It will also show the balance of any outstanding Policy loans and accrued interest on such loans. There is no charge for this report.

In addition, we will send you the financial statements of the Funds and other reports as specified in the 1940 Act. We also will mail you confirmation notices or other appropriate notices of Policy transactions quarterly or more frequently within the time periods specified by law. Please give us prompt written notice of any address change. Please read your statements and confirmations carefully and verify their accuracy and contact us promptly with any questions.

Dollar Cost Averaging.  By Request, you may elect dollar cost averaging in order to purchase Units of the Divisions over a period of time. There is no charge for this service.

Dollar cost averaging permits you to automatically Transfer a predetermined dollar amount, subject to our minimum, at regular intervals from any one or more designated Divisions to one or more of the remaining, then available Divisions. The Unit Value will be determined on the dates of the Transfers. You must specify the percentage to be Transferred into each designated Division. Transfers may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated one frequency period following the date of your Request. We will provide a list of Divisions eligible for dollar cost averaging that may be modified from time to time. Amounts Transferred through dollar cost averaging are not counted against the 12 free Transfers allowed in a Policy Year. You may not participate in dollar cost averaging and the rebalancer option (described below) at the same time. Participation in dollar cost averaging does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. We reserve the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer Option.  By Request, you may elect the rebalancer option in order to automatically Transfer Account Value among the Divisions on a periodic basis. There is no charge for this service. This type of transfer program automatically reallocates your Account Value so as to maintain a particular percentage allocation among Divisions chosen by you. The amount allocated to each Division will grow or decline at different rates depending on the investment experience of the Divisions. Rebalancing does not change your Premium allocation unless that option is checked on the rebalancer Request. Your Premium allocation can also be changed by written Request at the address on the first page of this prospectus.

You may Request that rebalancing occur one time only, in which case the Transfer will take place on the date of the Request. This Transfer will count as one Transfer towards the 12 free Transfers allowed in a Policy Year.

You may also choose to rebalance your Account Value on a quarterly, semiannual, or annual basis, in which case the first Transfer will be initiated one frequency period following the date of your Request. On that date, your Account Value will be automatically reallocated to the selected Divisions. Thereafter, your Account Value will be rebalanced once each frequency period. In order to participate in the rebalancer option, your entire Account Value must be included. Transfers made with these frequencies will not count against the 12 free Transfers allowed in a Policy Year.

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You must specify the percentage of Account Value to be allocated to each Division and the frequency of rebalancing. You may terminate the rebalancer option at any time by Request.

You may not participate in the rebalancer option and dollar cost averaging at the same time. Participation in the rebalancer option does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. The Company reserves the right to modify, suspend, or terminate the rebalancer option at any time.

Non-Participating.  The Policy does not pay dividends.

Premiums

Policy Application, Issuance and Initial Premium.  To purchase a Policy, you must submit an application to our Corporate Headquarters. We will then follow our underwriting procedures designed to determine the insurability of the applicant. We may require full underwriting, which includes a medical examination and further information, before your application may be approved. We also may offer the Policy on a simplified underwriting or guaranteed issue basis. Applicants must be acceptable risks based on our applicable underwriting limits and standards. We will not issue a Policy until the underwriting process has been completed to our satisfaction. We reserve the right to reject an application for any lawful reason or to “rate” an Insured as a substandard risk, which will result in increased monthly risk rates. The monthly risk rate also may vary depending on the type of underwriting we use.

You must specify certain information in the application, including the Total Face Amount, the death benefit option and supplemental benefits, if any. The Total Face Amount generally may not be decreased below $100,000.

Upon approval of the application, we will issue to you a Policy on the life of the Insured. A specified Initial Premium must be paid before we issue the Policy. The effective date of coverage for your Policy (which we call the “Policy Date”) will be the date we receive a Premium equal to or in excess of the specified Initial Premium after we have approved your application. If your Premium payment is received on the 29th, 30th or 31st of a month, the Policy will be dated the 28th of that month.

We generally do not accept Premium payments before approval of an application; however, at our discretion, we may elect to do so. While your application is in underwriting, if we accept your Premium payment before approval of your application, we will provide you with temporary insurance coverage in accordance with the terms of our temporary insurance agreement. In our discretion, we may limit the amount of Premium we accept and the amount of temporary coverage we provide. If we approve your application, we will allocate your Premium payment to the Series Account or Fixed Account on the Policy Date, as described below. Otherwise, we will promptly return your payment to you. We will not credit interest to your Premium payment for the period while your application is in underwriting.

We reserve the right to change the terms or conditions of your Policy to comply with differences in applicable state law. Variations from the information appearing in this prospectus due to individual state requirements are described in supplements that are attached to this prospectus or in endorsements to the Policy, as appropriate.

Free Look Period.  During the free look period (ten days or longer where required by state law), you may cancel your Policy. If you exercise the free look privilege, you must return the Policy to our Corporate Headquarters or to the representative from whom you purchased the Policy.

Generally, net Premium will be allocated to the Divisions you selected on the application. However, under certain circumstances described below, the net Premium will first be allocated to the Maxim Money Market Division and remain there until the next Valuation Date following the end of the free look period. On that date, the Sub-Account value held in the Maxim Money Market Division will be allocated to the Division(s) selected by you. If your Premium payments are received after 4:00 PM EST/EDT, such payments will be credited on the next Valuation Date. Regardless of when the payment is credited, you will receive the utilized values from the date we received your payment.

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During the free look period, you may change your Division allocations and your allocation percentages, however depending on whether your state permits the immediate investment of your premium, changes made during the free look period may not take effect until after the free look period has expired.

Policies returned during the free look period will be void from the Issue Date. In some states, we will refund your current Account Value plus the return of any expense charges deducted. In those states, this amount may be higher or lower than your Premium payments, which means you bear the investment risk during the free look period.

Certain states require that we return the greater of your Account Value (less any surrenders, withdrawals and distributions already received) or the amount of the Premiums received. In those states, we will allocate your net Premium payments to the Maxim Money Market Division. We will Transfer the Account Value in that Division to the other Divisions of the Series Account in accordance with your most recent allocation instructions on file at the end of the free look period.

Premium.  All Premium payments must be made payable to “Great-West Life & Annuity Insurance Company” and mailed to our Corporate Headquarters. The Initial Premium will be due and payable on or before your Policy's Issue Date. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100. You may pay additional Premium payments to us in the amounts and at the times you choose, subject to the limitations described below. To find out whether your Premium payment has been received, contact us at the address or telephone number shown on the first page of this prospectus.

We reserve the right to limit the number of Premium payments we accept on an annual basis. No Premium payment may be less than $100 per Policy without our consent, although we will accept a smaller Premium payment if necessary to keep your Policy in force. We reserve the right to restrict or refuse any Premium payments that exceed the Initial Premium amount shown on your Policy. We also reserve the right not to accept a Premium payment that causes the death benefit to increase by an amount that exceeds the Premium received. Evidence of insurability satisfactory to us may be required before we accept any such Premium.

We will not accept Premium payments that would, in our opinion, cause your Policy to fail to qualify as life insurance under applicable federal tax law. If a Premium payment is made in excess of these limits, we will accept only that portion of the Premium within those limits, and will refund the remainder to you.

Net Premiums.  The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See “Charges and Deductions -- Expense Charge Applied to Premium,” on page xx.

Planned Periodic Premiums.  While you are not required to make additional Premium payments according to a fixed schedule, you may select a planned periodic Premium schedule and corresponding billing period, subject to our limits. We will send you reminder notices for the planned periodic Premium, unless you Request to have reminder notices suspended. You are not required, however, to pay the planned periodic Premium; you may increase or decrease the planned periodic Premium subject to our limits, and you may skip a planned payment or make unscheduled payments. Depending on the investment performance of the Divisions you select, the planned periodic Premium may not be sufficient to keep your Policy in force, and you may need to change your planned payment schedule or make additional payments in order to prevent termination of your Policy.

Death Benefits

Death Benefit.  If your Policy is in force at the time of the Insured's death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured's death. The amount payable will be:

• the amount of the selected death benefit option, less

• the value of any Policy Debt on the date of the Insured’s death, less

• any accrued and unpaid Policy charges.

We will pay this amount to the Beneficiary in one lump sum, unless the Beneficiary and we agree on another form of settlement. We will pay interest, at a rate not less than that required by law, on the amount of Death Benefit Proceeds, if payable in one lump sum, from the date of the Insured's death to the date of payment.

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In order to meet the definition of life insurance under the Code, section 7702 of the Code defines alternative testing procedures for the minimum death benefit under a Policy. See "Federal Income Tax Considerations - Tax Status of the Policy," on page xx. Your Policy must qualify under the cash value accumulation test (“CVAT”).

Under the CVAT testing procedures, there is a minimum death benefit required at all times equal to your Account Value multiplied by a pre-determined factor. The factors used to determine the minimum death benefit vary by age. The factors (expressed as percentages) used for the CVAT are set forth in your Policy.

The Policy has two death benefit options.

Option 1. The “Level Death” Option. Under this option, the death benefit is –

• the Policy's Total Face Amount on the date of the Insured's death less any partial withdrawals; or, if greater,

• the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to minimize your cost of insurance (monthly risk charge).

Option 2. The “Coverage Plus” Option. Under this option, the death benefit is –

• the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured's death less any partial withdrawals; or, if greater,

• the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to maximize your death benefit.

Your Account Value and death benefit fluctuate based on the performance of the investment options you select and the expenses and deductions charged to your account. See the “Account Value” and “Charges and Deductions” sections of this prospectus.

There is no minimum death benefit guarantee associated with this Policy.

Changes in Death Benefit Option.  After the first Policy Year, but not more than once each Policy Year, you may change the death benefit option by Request. Any change will be effective on the first day of the Policy Month following the date we approve your Request. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option.

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:

• If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.

• If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

Changes in Total Face Amount.  You may increase or decrease the Total Face Amount of your Policy at any time within certain limits.

Minimum Changes. Each increase or decrease in the Total Face Amount must be at least $25,000. We reserve the right to change the minimum amount by which you may change the Total Face Amount.

Increases in Total Face Amount. To Request an increase in Total Face Amount, you must provide satisfactory evidence of the Insured's insurability. Once approved by us, an increase will become effective on the Policy Anniversary following our approval of your Request, subject to the deduction of the first Policy Month's monthly risk charge, service charge, any extra risk charge if the Insured is in a rated class and the cost of any riders.

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Each increase to the Total Face Amount is considered to be a new segment to the Policy. When an increase is approved, Premium is allocated against the original Policy segment up to the seven-pay Premium limit established on the Issue Date. Any excess Premium is then allocated toward the new segment. Each segment will have a separate target Premium associated with it. The expense charge applied to Premium is higher up to target and lower for Premium in excess of the target as described in detail in the “Charges and Deductions” section of this prospectus. The expense charge formula will apply to each segment based on the target Premium for that segment. In addition, each segment will have a new incontestability period and suicide exclusion period as described in the "Other Provisions and Benefits" section of this prospectus.

Decreases in Total Face Amount. A decrease in Total Face Amount will become effective at the beginning of the next Policy Month following our approval of your Request. The Total Face Amount after the decrease must be at least $100,000.

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:

• first, to the most recent increase;

• second, to the next most recent increases, in reverse chronological order; and

• finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Surrenders.  You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value as of the end of the first Valuation Date after we receive your Request for surrender.

If you withdraw part of the Cash Surrender Value, your Policy's death benefit will be reduced and you may incur taxes and tax penalties.

You may borrow from us using your Account Value as collateral.

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” beginning on page xx of this prospectus.

Partial Withdrawal.  You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A partial withdrawal fee will be deducted from your Account Value for all partial withdrawals after the first made during the same Policy Year. This administrative fee is guaranteed to be no greater than $25. To Request a partial withdrawal, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to request a withdrawal from your Policy. The proceeds of any such partial withdrawal will be payable within seven days of our receipt of the completed Request.

The Death Benefit Proceeds will be reduced by the amount of any partial withdrawals.

Your Account Value will be reduced by the amount of a partial withdrawal. The amount of a partial withdrawal will be withdrawn from the Divisions and the Fixed Account in proportion to the amounts in the Divisions and the Fixed Account bearing on your Account Value. You cannot repay amounts taken as a partial withdrawal. Any subsequent payments received by us will be treated as additional Premium payments and will be subject to our limitations on Premiums.

A partial withdrawal may have tax consequences. See "Federal Income Tax Considerations -- Tax Treatment of Policy Benefits," beginning on page xx of this prospectus.

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Loans

Policy Loans.  You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made less any accrued loan interest and less the current monthly deductions remaining for the balance of the Policy Year. When a Policy loan is made, a portion of your Account Value equal to the amount of the Policy loan will be allocated to the Loan Account as collateral for the loan. This amount will not be affected by the investment experience of the Series Account while the loan is outstanding and will be subtracted from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. The minimum Policy loan amount is $500.

The interest rate on the Policy loan will be determined annually, using a simple interest formula, at the beginning of each Policy Year. That interest rate will be guaranteed for that Policy Year and will apply to all Policy loans outstanding during that Policy Year. Interest is due and payable on each Policy Anniversary. Interest not paid when due will be added to the principal amount of the loan and will bear interest at the loan interest rate.

Presently, the maximum interest rate for Policy loans is the Moody’s Corporate Bond Yield Average-Monthly Average Corporates, which is published by Moody's Investor Service, Inc. If the Moody’s Corporate Bond Yield Average ceases to be published, the maximum interest rate for Policy loans will be derived from a substantially similar average adopted by your state's Insurance Commissioner.

We must reduce our Policy loan interest rate if the maximum loan interest rate is lower than the loan interest rate for the previous Policy Year by one-half of one percent or more.

We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate. We will send you advance notice of any increase in the Policy loan rate.

Interest will be credited to amounts held in the Loan Account using a compound interest formula. The rate will be no less than the Policy loan interest rate then in effect less a maximum of 0.9%.

All payments we receive from you will be treated as Premium payments unless we have received notice, in form satisfactory to us, that the funds are for loan repayment. If you have a Policy loan, it is generally advantageous to repay the loan rather than make a Premium payment because Premium payments incur expense charges whereas loan repayments do not. Loan repayments will first reduce the outstanding balance of the Policy loan and then accrued but unpaid interest on such loans. We will accept repayment of any Policy loan at any time while the Policy is in force. Amounts paid to repay a Policy loan will be allocated to the Divisions in accordance with your allocation instructions then in effect at the time of repayment. Any amount in the Loan Account used to secure the repaid loan will be allocated back to the Sub-Accounts.

A Policy loan, whether or not repaid, will affect the Death Benefit Proceeds, payable upon the Insured's death, and the Account Value because the investment results of the Divisions do not apply to amounts held in the Loan Account. The longer a loan is outstanding, the greater the effect is likely to be, depending on the investment results of the Divisions while the loan is outstanding. The effect could be favorable or unfavorable.

Lapse and Reinstatement

Lapse and Continuation of Coverage.  If you cease making Premium payments, coverage under your Policy and any riders to the Policy will continue until your Account Value, less any Policy Debt, is insufficient to cover the monthly deduction. When that occurs, the grace period will go into effect.

Grace Period.  If the first day of a Policy Month occurs during the Valuation Period and your Account Value, less any Policy Debt, is not sufficient to cover the monthly deduction for that Policy Month, then your Policy will enter the grace period described below. If you do not pay sufficient additional Premiums during the grace period, your Policy will terminate without value.

The grace period will allow 61 days for the payment of Premium sufficient to keep the Policy in force. Any such Premium must be in an amount sufficient to cover deductions for the monthly risk charge, the service charge, the cost for any riders and any extra risk charge if the Insured is in a rated class for the next two Policy Months. Notice of Premium due will be mailed to your last known address or the last known address of any assignee of record at

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least 31 days before the date coverage under your Policy will cease. If the Premium due is not paid within the grace period, then the Policy and all rights to benefits will terminate without value at the end of the 61-day period. The Policy will continue to remain in force during this grace period. If the Death Benefit Proceeds become payable by us during the grace period, then any due and unpaid Policy charges will be deducted from the amount payable by us.

Termination of Policy.  Your Policy will terminate on the earliest of the date we receive your Request to surrender, the expiration date of the grace period due to insufficient value or the date of death of the Insured. Upon lapse or termination, the Policy no longer provides insurance benefits.

Reinstatement.  Before the Insured's death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:

• you make your reinstatement Request within three years from the date of termination;

• you submit satisfactory Evidence of Insurability to us;

• you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;

• you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and

• you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

A reinstated Policy's Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:

• the Account Value at the time of termination; plus

• net Premiums attributable to Premiums paid to reinstate the Policy; less

• the monthly expense charge; less

• the monthly cost of insurance charge applicable on the date of reinstatement; less

• The expense charge applied to Premium.

The effective date of reinstatement will be the date the application for reinstatement is approved by us.

Deferral of Payment.  We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:

• the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;

• the SEC, by order, permits postponement for the protection of Owners; or

• an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

Federal Income Tax Considerations

The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. You should consult counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the Internal Revenue Service’s (the "IRS") current interpretation of current federal income tax laws. We make no representation as to the likelihood of continuation of the current federal income tax laws or of the current interpretations by the IRS. We do not make any guarantee regarding the tax status of any Policy or any transaction regarding the Policy.

The Policy may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the use of the Policy in any such arrangement is contemplated, you should consult a qualified tax adviser for advice on the tax attributes and consequences of the particular arrangement.

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Tax Status of the Policy

A Policy has certain tax advantages when treated as a life insurance contract within the meaning of section 7702 of the Code. We believe that the Policy meets the section 7702 definition of a life insurance contract and will take whatever steps are appropriate and reasonable to attempt to cause the Policy to comply with section 7702. We reserve the right to amend the Policy to comply with any future changes in the Code, any regulations or rulings under the Code and any other requirements imposed by the IRS.

Diversification of Investments.  Section 817(h) of the Code requires that the investments of each Division of the Series Account be “adequately diversified” in accordance with certain Treasury Department regulations. Disqualification of the Policy as a life insurance contract for failure to comply with the diversification requirements would result in the imposition on you of federal income tax at ordinary income tax rates with respect to the earnings allocable to the Policy in the year of the failure and all prior years prior to the receipt of payments under the Policy. We believe that the Divisions will be adequately diversified.

Policy 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 your ownership rights under the Policy would result in your being treated as the Owner of the assets of the Policy 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 Policy as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Policy.

The following discussion assumes that your Policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

Life Insurance Death Benefit Proceeds.  In general, the amount of the Death Benefit Payable under your Policy is excludible from your Beneficiary’s gross income under the Code.

If the death benefit is not received in a lump sum and is, instead, applied under a proceeds option agreed to by us and the Beneficiary, payments generally will be prorated between amounts attributable to the death benefit, which will be excludible from the Beneficiary's income, and amounts attributable to interest (occurring after the Insured’s death), which will be includable in the Beneficiary's income.

Tax Deferred Accumulation.  Any increase in your Account Value is generally not taxable to you. If you receive or are deemed to receive amounts from the Policy before the Insured dies, see the following section entitled “Distributions” for a more detailed discussion of the taxability of such payments.

Depending on the circumstances, any of the following transactions may have federal income tax consequences:

• the exchange of a Policy for a life insurance, endowment or annuity contract;

• a change in the death benefit option;

• a Policy loan;

• a partial surrender;

• a complete surrender;

• a change in the ownership of a Policy;

• a change of the named Insured; or

• an assignment of a Policy.

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In addition, federal, state and local transfer and other tax consequences of ownership or receipt of Death Benefit Proceeds will depend on your circumstances and those of the named Beneficiary. Whether partial withdrawals (or other amounts deemed to be distributed) constitute income subject to federal income tax depends, in part, upon whether your Policy is considered a MEC.

Surrenders.  If you surrender your Policy, you will recognize ordinary income to the extent the Account Value exceeds the “investment in the contract,” which is generally the total of Premiums and other consideration paid for the Policy, less all amounts previously received under the Policy to the extent those amounts were excludible from gross income.

Modified Endowment Contracts.  Section 7702A of the Code treats certain life insurance contracts as MECs. In general, a Policy will be treated as a MEC if total Premiums paid at any time during the first seven Policy Years exceed the sum of the net level Premiums which would have been paid on or before that time if the Policy provided for paid-up future benefits after the payment of seven level annual Premiums (“seven-pay test”). In addition, a Policy may be treated as a MEC if there is a "material change" to the Policy.

We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC without instruction to do so from you. We will promptly notify you or your agent of the excess cash received. We will not process the Premium payment unless we receive a MEC acceptance form or Policy change form within 48 hours of receipt of the excess funds. If paperwork is received that allows us to process the excess cash, the effective date will be the date of the new paperwork.

Further, if a transaction occurs which decreases the Total Face Amount of your Policy during the first seven years, we will retest your Policy, as of the date of its purchase, based on the lower Total Face Amount to determine compliance with the seven-pay test. Also, if a decrease in Total Face Amount occurs within seven years of a "material change," we will retest your Policy for compliance as of the date of the “material change.” Failure to comply in either case would result in the Policy's classification as a MEC regardless of our efforts to provide a payment schedule that would not otherwise violate the seven-pay test.

The rules relating to whether a Policy will be treated as a MEC are complex and cannot be fully described in the limited confines of this summary. Therefore, you should consult with a competent tax adviser to determine whether a particular transaction will cause your Policy to be treated as a MEC.

Distributions

Distributions Under a Policy That Is Not a MEC.  If your Policy is not a MEC, a distribution is generally treated first as a tax-free recovery of the "investment in the contract," and then as a distribution of taxable income to the extent the distribution exceeds the "investment in the contract." An exception is made for cash distributions that occur in the first 15 Policy Years as a result of a decrease in the death benefit or other change that reduces benefits under the Policy that are made for purposes of maintaining compliance with section 7702. Such distributions are taxed in whole or part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in section 7702.

If your Policy is not a MEC, Policy loans and loans secured by the Policy are generally not treated as distributions. Such loans are instead generally treated as your indebtedness.

Finally, if your Policy is not a MEC, distributions (including distributions upon surrender), Policy loans and loans secured by the Policy are not subject to the ten percent additional tax applicable to distributions from a MEC.

Distributions Under Modified Endowment Contracts.  If treated as a MEC, your Policy will be subject to the following tax rules:

• First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the "investment in the contract" at the time of the distribution.

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• Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.

• Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loans, or loans secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:

1. is made when the taxpayer is age 59 ¹/2 or older;

2. is attributable to the taxpayer becoming disabled; or

3. is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary’s life (or life expectancies).

Multiple Policies.  All MECs issued by us (or our affiliates) to you during any calendar year will be treated as a single MEC for purposes of determining the amount of a Policy distribution that is taxable to you.

Treatment When Insured Reaches Attained Age 121.  As described above, when the Insured reaches Attained Age 121, we will issue you a “paid-up” life insurance Policy. We believe that the paid-up life insurance Policy will continue to qualify as a “life insurance contract” under the Code. However, there is some uncertainty regarding this treatment. It is possible, therefore, that you would be viewed as constructively receiving the Cash Surrender Value in the year in which the Insured attains age 121 and would realize taxable income at that time, even if the Death Benefit Proceeds were not distributed at that time. In addition, any outstanding Policy Debt will be repaid at that time. This repayment may be treated as a taxable distribution to you, if your contract is not a MEC.

The IRS has issued Revenue Procedure 2010-28 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2010-28, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2010-28 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of [the Age 100 Safe Harbor].”

Federal Income Tax Withholding.  We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions.

Actions to Ensure Compliance with the Tax Law.  We believe that the maximum amount of Premiums we intend to permit for the Policies will comply with the Code definition of a “life insurance contract.” We will monitor the amount of your Premiums, and, if you pay a Premium during a Policy Year that exceeds those permitted by the Code, we will promptly refund the Premium or a portion of the Premium before any allocation to the Funds. We reserve the right to increase the death benefit (which may result in larger charges under a Policy) or to take any other action deemed necessary to ensure the compliance of the Policy with the federal tax definition of a life insurance contract.

Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy.  Where a Policy is owned by other than a natural person, the Owner’s ability to deduct interest on business borrowing unrelated to the Policy can be impacted as a result of its ownership of cash value life insurance. No deduction will be allowed for a portion of a taxpayer’s otherwise deductible interest expense unless the Policy covers only one individual, and such individual is, at the time first covered by the Policy, a 20 percent owner of the trade or business entity that owns the Policy, or an officer, director, or employee of such trade or business.

Although this limitation generally does not apply to Policies held by natural persons, if a trade or business (other than one carried on as a sole proprietorship) is directly or indirectly the Beneficiary under a Policy (e.g., pursuant to a split-dollar agreement), the Policy will be treated as held by such trade or business. The effect will be that a portion of the trade or business entity’s deduction for its interest expenses will be disallowed unless the above exception for a 20 percent owner, employee, officer or director applies.

The portion of the entity’s interest deduction that is disallowed will generally be a pro rata amount which bears the same ratio to such interest expense as the taxpayer’s average unborrowed cash value bears to the sum of the

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taxpayer's average unborrowed cash value and average adjusted bases of all other assets. Any corporate or business use of the life insurance should be carefully reviewed by your tax adviser with attention to these rules as well as any other rules and possible tax law changes that could occur with respect to corporate-owned life insurance.

Employer-Owned Life Insurance.  The Pension Protection Act of 2006 added a new section to the Code that denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

Split Dollar Life Insurance.  A tax adviser should also be consulted with respect to the 2003 split dollar regulations if you have purchased or are considering the purchase of a Policy for a split dollar insurance plan. Any business contemplating the purchase of a new life insurance contract or a change in an existing contract should consult a tax adviser.

Alternative Minimum Tax.  There may also be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policy owner is subject to that tax.

Other Employee Benefit Programs.  Complex rules may apply when a Policy is held by an employer or a trust, or acquired by an employee, in connection with the provision of employee benefits. These Policy owners also must consider whether the Policy was applied for by, or issued to, a person having an insurable interest under applicable state law, as the lack of insurable interest may, among other things, affect the qualification of the Policy as life insurance for federal income tax purposes and the right of the Beneficiary to death benefits. Employers and employer-created trusts may be subject to reporting, disclosure and fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended. You should consult your legal adviser.

Policy Loan Interest.  Generally, no tax deduction is allowed for interest paid or accrued on any indebtedness under a Policy.

Our Taxes.  We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations. Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Omnibus Budget Reconciliation Act of 1990, we are generally required to capitalize and amortize certain Policy acquisition expenses over a ten year period rather than currently deducting such expenses. This so-called "deferred acquisition cost" tax ("DAC tax") applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate income taxes.

A portion of the expense charges applied to Premium is used to offset the federal, state or local taxes that we incur which are attributable to the Series Account or the Policy. We reserve the right to adjust the amount of this charge.

Summary.

• We do not make any guarantees about the Policy's tax status.

• We believe the Policy will be treated as a life insurance contract under federal tax laws.

• Death benefits generally are not subject to federal income tax.

• Investment gains are normally not taxed unless distributed to you before the Insured dies.

• If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.

• If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.

Corporate Tax Shelter Requirements

The Company does not believe that any purchase of a Policy by an Owner pursuant to this offering will be subject to the tax shelter registration, customer list or reporting requirements under the Code and implementing regulations.

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All Owners that are corporations are advised to consult with their own tax and/or legal counsel and advisers, to make their own determination as to the applicability of the disclosure requirements of IRC § 6011 and Treas. Reg. Section 1.6011-4 to their federal income tax returns.

Legal Proceedings

There are no pending legal proceedings that would have an adverse material effect on the Series Account or on GWFS. Great-West is engaged in various kinds of routine litigation that, in our judgment, is not material to its total assets or material with respect to the Series Account.

Legal Matters

Beverly A. Byrne, Chief Compliance Officer & Legal Counsel, Financial Services, of Great-West, has passed upon all matters of Colorado law pertaining to the Policy, including the validity of the Policy and our right to issue the Policy under Colorado law. The law firm of Jorden Burt LLP, 1025 Thomas Jefferson St., N.W., Suite 400 East , Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

Financial Statements

Great-West’s consolidated financial statements, which are included in the Statement of Additional Information (“SAI”), should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.

The SAI is a document that includes additional information about the Series Account, including the financial statements of both Great-West and of each of the Divisions of the Series Account. The SAI is incorporated by reference as a matter of law into the prospectus, which means that it is legally part of the prospectus. The SAI is available upon request, without charge. To request the SAI or other information about the Policy, or to make any inquires about the Policy, contact Great-West toll-free at 888-353-2654 or via email at keybizdirect@gwl.com.

Information about the Series Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Series Account are available on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing at the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102.

Investment Company Act File No. 811-09201

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Appendix A – Glossary of Terms

Unless otherwise defined in this prospectus, capitalized terms shall have the meaning set forth below.

Account Value – The sum of the value of your interests in the Divisions, the Fixed Account and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy.

Attained Age – The age of the Insured, nearest birthday, as of the Policy Date and each Policy Anniversary thereafter.

Beneficiary – The person(s) named by the Owner to receive the Death Benefit Proceeds upon the death of the Insured.

Business Day – Any day that we are open for business. We are open for business every day that the NYSE is open for trading.

Cash Surrender Value – is equal to:

(a) Account Value on the effective date of the surrender; less

(b) outstanding Policy loans and accrued loan interest, if any; less

(c) any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111, or such other address as we may hereafter specify to you by written notice.

Death Benefit Proceeds – The amount determined in accordance with the terms of the Policy which is payable at the death of the Insured. This amount is the death benefit, decreased by the amount of any outstanding Policy Debt, and increased by the amounts payable under any supplemental benefits.

Divisions – Divisions into which the assets of the Series Account are divided, each of which corresponds to and contains shares of a Fund. Divisions may also be referred to as "investment divisions" or "sub-accounts" in the prospectus, SAI or Series Account financial statements.

Due Proof – Such evidence as we may reasonably require in order to establish that Death Benefit Proceeds are due and payable.

Effective Date – The date on which the first Premium payment is credited to the Policy.

Evidence of Insurability – Information about an Insured that is used to approve or reinstate this Policy or any additional benefit.

Fixed Account – A division of our General Account that provides a fixed interest rate. This account is not part of and does not depend on the investment performance of the Sub-Accounts.

Fund – An underlying mutual fund in which a Division invests. Each Fund is an investment company registered with the SEC or a separate investment series of a registered investment company.

General Account – All of our assets other than those held in a separate investment account.

Initial Premium – The initial Premium amount specified in a Policy.

Insured – The person whose life is insured under the Policy.

Issue Age – The Insured’s age as of the Insured’s birthday nearest the Policy Date.

Issue Date – The date on which we issue a Policy.

A-1

Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The Loan Account is not part of the Series Account.

Loan Account Value – The sum of all outstanding loans plus credited loan interest for this Policy.

MEC – Modified Endowment Contract. For more information regarding MECs, see “Modified Endowment Contracts” on page xx.

NYSE – New York Stock Exchange.

Owner – The person(s) named in the application who is entitled to exercise all rights and privileges under the Policy, while the Insured is living. The purchaser of the Policy will be the Owner unless otherwise indicated in the application.

Policy Anniversary – The same day in each succeeding year as the day of the year corresponding to the Policy Date.

Policy Date – The effective date of coverage under this Policy. The Policy Months, Policy Years and Policy Anniversaries are measured from the Policy Date.

Policy Debt – The principal amount of any outstanding loan against the Policy plus accrued but unpaid interest on such loan.

Policy Month – The one-month period commencing on the same day of the month as the Policy Date.

Policy Year – The one-year period commencing on the Policy Date or any Policy Anniversary and ending on the next Policy Anniversary.

Premiums – Amounts received and allocated to the Sub-Account(s) and the Fixed Account prior to any deductions.

Request – Any instruction in a form, written, telephoned or computerized, satisfactory to the Company and received in good order at the Corporate Headquarters from the Owner or the Owner’s assignee (as specified in a form acceptable to the Company) or the Beneficiary, (as applicable) as required by any provision of this Policy or as required by the Company. The Request is subject to any action taken or payment made by the Company before it was processed.

SEC – The United States Securities and Exchange Commission.

Series Account – The segregated investment account established by the Company as a separate account under Colorado law named the COLI VUL –2 Series Account. It is registered as a unit investment trust under the 1940 Act.

Sub-Account – Sub-division(s) of the Owner's Account Value containing the value credited to the Owner from the Series Account. Sub-Accounts may also be referred to as “investment divisions” or “Divisions” in the prospectus, SAI or Series Account financial statements.

Surrender Benefit – Account Value less any outstanding Policy loans and less accrued loan interest.

Total Face Amount – The amount of life insurance coverage you request as specified in your Policy.

Transaction Date – The date on which any Premium payment or Request from the Owner will be processed by the Company. Premium payments and Requests received after 4:00 p.m. EST/EDT will be deemed to have been received on the next Business Day. Requests will be processed and the Sub-Account value will be valued on the day that the Premium payments or Request is received and the NYSE is open for trading.

A-2

Transfer – The moving of money from one or more Division(s) or the Fixed Account to one or more Division(s) or the Fixed Account.

Unit – An accounting unit of measurement that we use to calculate the value of each Division.

Unit Value – The value of each Unit in a Division.

Valuation Date – The date on which the net asset value of each Fund is determined. A Valuation Date is each day that the NYSE is open for regular business. The value of a Division’s assets is determined at the end of each Valuation Date (generally 4:00 p.m. EST/EDT). To determine the value of an asset on a day that is not a Valuation Date, the value of that asset as of the end of the previous Valuation Date will be used.

Valuation Period – The period of time from one determination of Unit Values to the next following determination of Unit Values. We will determine Unit Value for each Valuation Date as of the close of the NYSE (generally 4:00 p.m. EST/EDT) on that Valuation Date.

A-3

Great-West Life & Annuity Insurance Company

A Stock Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

(303) 737-3000

Key Business VUL — Prospectus

A Flexible Premium Variable Universal Life Insurance Policy

offered by Great-West Life & Annuity Insurance Company

in connection with its COLI VUL-2 Series Account

This prospectus describes a flexible premium variable universal life insurance policy (the “Policy”) offered by Great-West Life & Annuity Insurance Company (“Great-West,” “Company,” “we,” “our” or “us”). The Policy offered under this prospectus is no longer issued to new purchasers. The Policy offered under this prospectus has not been offered for sale since April 30, 2011; however, you may make additional Premium payments as permitted under your Policy.

The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a "life insurance contract" for federal income tax purposes.

The Policy allows “you,” the Owner, within certain limits to:

• choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;

• choose the amount and timing of Premium payments, within certain limits;

• allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and

• access your Account Value through loans and partial withdrawals or total surrenders.

This prospectus contains important information you should understand before purchasing a Policy, including a description of the material rights and obligations under the Policy. We use certain special terms that are defined in Appendix A. Your Policy and any endorsements are the formal contractual agreement between you and the Company. It is important that you read the Policy and endorsements which reflect other variations. You should keep this prospectus on file for future reference. The Policy that we are currently issuing, Key Business VUL II, is offered under a separate prospectus.

The Policy and Fixed Account endorsement (and optional Term Life Insurance Rider) that we issued until April 30, 2011 became available on January 1, 2009. The Policy and optional Term Life Insurance Rider described in this prospectus are based on state-required 2001 CSO mortality tables, as defined below. Before January 1, 2009, we issued an earlier version of the Policy (“Pre-2009 Policy”) and optional Rider, which were based on 1980 CSO mortality tables. Many of the Pre-2009 Policies and optional Riders still remain outstanding. The Pre-2009 Policy differs somewhat from the Policy that we issued until April 30, 2011, and certain of the information in this prospectus, therefore, does not apply to those Pre-2009 Policies. Appendix B to this prospectus explains the information that applies instead to the Pre-2009 Policy and Pre-2009 optional Rider. Therefore, if you own a Pre-2009 Policy (issued prior to January 1, 2009), you should also refer to Appendix B at the end of this prospectus for information about how your Pre-2009 Policy and optional Rider differs from the Policy that we issued until April 30, 2011.

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, 2012

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Table of Contents

Closed Divisions

2

3

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Summary of the Policy and its Benefits

This is a summary of some of the most important features of your Policy. The Policy is more fully described in the remainder of this prospectus. Please read this prospectus carefully. Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply.

1.  Corporate-Owned Variable Life Insurance.  We will issue Policies to corporations and employers and to certain individuals to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We will issue Policies on the lives of prospective Insureds who meet our underwriting standards.

2.  The Series Account.  We have established a separate account to fund the variable benefits under the Policy. The assets of the Series Account are insulated from the claims of our general creditors.

3.  Premium Payments.  You must pay us an Initial Premium to put your Policy in force. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100.00. Thereafter, you choose the amount and timing of Premium payments, within certain limits.

4.  Fixed Account.  You may allocate some or all of your net payments and/or make Transfers from the Sub-Accounts to the Fixed Account. The Fixed Account is part of our General Account. We own the assets in the General Account, and we use these assets to support our insurance and annuity obligations other than those funded by our separate accounts. These Fixed Account assets are subject to our general liabilities from business operations. Subject to applicable law, we have sole discretion over investment of the Fixed Account assets. We bear the full investment risk for all amounts allocated or transferred to the Fixed Account.

We guarantee that the amounts allocated to the Fixed Account will be credited interest at a net effective annual interest rate of at least 3.00%, the minimum interest rate provide in your Policy. At our discretion, we will review the interest rate at least once a year. We may reset the interest rate monthly. The Fixed Account is not affected by the investment performance of the Sub-Accounts. Policy value in the Fixed Account will be reduced by the Policy fees and charges we deduct and the effects of any Policy transactions (loans, withdrawals, and Transfers) on your Policy value in the Fixed Account.

5.  Free Look Period.  You may return your Policy to us for any reason within ten days of receiving it, or such longer period as required by applicable state law (in some states, up to 30 days for replacement policies),, and depending on state law, receive (i) the greater of your Premiums, less any withdrawals, or your Account Value, or (ii) your Account Value plus the return of any expense charges deducted. The money you contribute to the Policy will be invested at your direction, except that in some states during your free look period your Premiums will be allocated to the Maxim Money Market Division.

6.  Investment Options and Funds.  You may allocate your net Premium payments among the available investment divisions (“Divisions”) or the Fixed Account.

Each Division invests exclusively in shares of a single Fund. Each Fund has its own distinct investment objective and policies, which are described in the accompanying prospectuses for the Funds.

You may Transfer amounts from one Division to another or the Fixed Account, subject to the restrictions described herein.

7.  Death Benefit.  You may choose from among two death benefit options –

1. a fixed benefit equal to the Total Face Amount of your Policy; or

2. a variable benefit equal to the sum of the Total Face Amount and your Account Value.

For each option, the death benefit may be greater if necessary to satisfy federal tax law requirements.

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We will deduct any outstanding Policy Debt and unpaid Policy charges before we pay a death benefit. In addition, prior partial withdrawals may reduce the Death Benefit Proceeds under the first option.

At any time, you may increase or decrease the Total Face Amount, subject to our approval and other requirements set forth in the Policy.

After the first Policy Year, you may change your death benefit option once each Policy Year.

8.  Account Value.  Your Account Value will reflect –

1. the Premiums you pay;

2. the investment performance of the Divisions you select;

3. the value of the Fixed Account.

4. any Policy loans or partial withdrawals;

5. your Loan Account balance; and

6. the charges we deduct under the Policy.

9.  Accessing Your Account Value.  You may borrow from us using your Account Value as collateral. Loans may be treated as taxable income if your Policy is a “modified endowment contract” (“MEC”) for federal income tax purposes and you have had positive net investment performance.

There are no surrender charges associated with your Policy. You may surrender your Policy for its Cash Surrender Value plus return of expense charge, if applicable. The return of expense charge is a percentage of your Account Value and is described in greater detail on page xx.

You may withdraw a portion of your Account Value at any time while your Policy is in force.

A withdrawal may reduce your death benefit.

We will charge an administrative fee not greater than $25 per withdrawal on partial withdrawals after the first in a Policy Year.

10.  Supplemental Benefits.  The following optional riders are available –

1. term life insurance; and

2. change of Insured.

We will deduct the cost, if any, of the rider(s) from your Account Value on a monthly basis.

11.  Paid-Up Life Insurance.  If the Insured reaches Attained Age 121 and your Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase "paid-up" insurance. Your Account Value will remain in the Series Account allocated to the Divisions or the Fixed Account in accordance with your instructions. The death benefit under this paid-up insurance will be fixed by the Internal Revenue Code of 1986, as amended (“Code”) for Insureds age 99. As your Account Value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly.

12.  Reinstatement.  If your Policy terminates due to insufficient value, we will reinstate it within three years at your Request, subject to certain conditions.

13.  Surrenders.  You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate.

If you withdraw part of the Cash Surrender Value, your Policy’s death benefit may be reduced and you may incur taxes and tax penalties.

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14.  Partial Withdrawal.  You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account.

The Death Benefit Proceeds and your Account Value will be reduced by the amount of any partial withdrawals.

15.  Policy Loans.  You may borrow from us using your Account Value as collateral. You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made.

The minimum Policy loan amount is $500.

16.  Changes in Total Face Amount.  You may increase or decrease the Total Face Amount of your Policy at any time. Each increase or decrease in the Total Face Amount must be at least $25,000. Minimum face amount is $100,000.

17.  Target Premium.  Your target Premium is actuarially determined and will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) and equals the maximum Premium payable such that the Policy remains compliant with the Code. The target Premium is used to determine your expense charged applied to the Premium and the sales compensation we pay. Payment of the target premium does not guarantee that your Policy will not lapse, and you may need to pay additional Premiums to keep your Policy in force. Each increase to the Total Face Amount is considered to be a new segment to the Policy. Each segment will have a separate target Premium associated with it.

18.  State Variations.  Policies issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of riders. This prospectus describes the material rights and obligations of an Owner, and the maximum fees and charges for all Policy features and benefits are set forth in the fee table of this prospectus. See your policy for specific variations because any such state variations will be included in your policy or in riders or endorsements attached to your policy. See your agent or contact us for specific information that is applicable to your state.

Policy Risks

1.  Account Value Not Guaranteed.  Your Account Value is not guaranteed. Your Account Value fluctuates based on the performance of the investment options you select. The investment options you select may not perform to your expectations. Your Account Value may also be affected by charges under your Policy.

2.  Not Suitable as Short-Term Savings Vehicle.  The Policy is designed for long-term financial planning. Accordingly, you should not purchase the Policy if you need access to the Account Value within a short time. Before purchasing a Policy, consider whether the long-term nature of the Policy is consistent with the purposes for which it is being considered.

3.  Risk of Contract Lapse.  Your Policy may terminate if your Account Value at the beginning of any Policy Month is insufficient to pay the Policy’s monthly charges.

If your Policy would terminate due to insufficient value, we will send you notice and allow you a 61-day grace period.

If, within the grace period, you do not make a Premium payment sufficient to cover all accrued and unpaid charges and deductions, your Policy will terminate at the end of the grace period without further notice.

4.  Limitations on Withdrawals.  Partial withdrawals of Account Value are permitted at any time the Policy is in force. As noted above, the amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. Please note that withdrawals reduce your Account Value and your Death Benefit Proceeds. In addition, withdrawals may have tax consequences.

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5.  Limitations on Transfers.  Subject to our rules as they may exist from time to time, you may at any time Transfer to another Division all or a portion of the Account Value allocated to a Division. Certain limitations apply to Transfers into and out of the Fixed Account. See "Fixed Account Transfers" on page xx.

6.  Limitations or Charges on Surrender of Policy.  You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. Upon surrender of your Policy, the insurance coverage and all other benefits under the Policy will terminate.

There are no surrender charges associated with your Policy. However, the surrender of your Policy may have tax consequences.

7.  Risks of Taking a Policy Loan.  As noted above, you may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made. The minimum Policy loan amount is $500.

Taking a Policy loan may increase the risk that your Policy will lapse, will reduce your Account Value, and may reduce the death benefit. In addition, if your Policy is a MEC for tax purposes, taking a Policy loan may have tax consequences.

8.  Adverse Tax Consequences.  Your Policy is structured to meet the definition of a life insurance contract under the Code. Current federal tax law generally excludes all death benefits from the gross income of the Beneficiary of a life insurance policy. Generally, you are not taxed on any increase in the Account Value until it is withdrawn, but are taxed on surrender proceeds and the proceeds of any partial withdrawals if those amounts, when added to all previous non-taxable distributions, exceed the total Premium paid. Amounts received upon surrender or withdrawals in excess of Premiums are treated as ordinary income.

Under certain circumstances, a Policy may become a MEC for federal tax purposes. This may occur if you reduce the Total Face Amount of your Policy or pay excessive Premiums. We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC without your written permission. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC, but instead will promptly refund the money to you. If you elect to have a MEC contract, you can return the money to us with a signed form of acceptance.

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59  ¹/2.

Fund Risks

The Policy currently offers several variable investment options, each of which is a Division of the Series Account. Each Division uses its assets to purchase, at their net asset value, shares of a Fund. The Divisions are referred to as “variable” because their investment experience depends upon the investment experience of the Funds in which they invest.

We do not guarantee that the Funds will meet their investment objectives. Your Account Value may increase or decrease in value depending on the investment performance of the Funds. You bear the risk that those Funds may not meet their investment objectives. A comprehensive discussion of the risks of each Fund may be found in each Fund’s prospectus, including detailed information concerning investment objectives, strategies, and their investment risk. You may obtain a copy of the Fund prospectuses without charge by contacting us at 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

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Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Policy, surrender the Policy, or Transfer cash value between investment options.

Transaction Fees

Charge	When Charge is Deducted	Amount Deducted
Maximum Expense Charge Imposed on Premium*	Upon each Premium payment	Maximum: 10% of Premium Current: 9.0% of Premium up to target and 6.5% of Premium in excess of target
Sales Load**	Upon each Premium payment	Maximum: 6.5% of Premium Current: 5.5% of Premium up to target and 3.0% of Premium in excess of target
Premium Tax**	Upon each Premium payment	Maximum: 3.5% of Premium
Partial Withdrawal Fee	Upon partial withdrawal	Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.
Change of Death Benefit Option Fee	Upon change of option	Maximum: $100 deducted from Account Value for each change of death benefit option.
Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same Policy Year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

* The Expense Charge consists of the Sales Load plus the Premium Tax.

** The Sales Load and Premium Tax comprise (and are not in addition to) the Expense Charge.

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

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Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
Minimum & Maximum Cost of Insurance Charge	Monthly	Guaranteed: Minimum: $0.02 per $1000. Maximum: $83.33 per $1000.
Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed: $0.21 per $1000.
Mortality and Expense Risk Charge	Upon each Valuation Date	Guaranteed: 0.90% (of average daily net assets) annually. Current: 0.40% for Policy Years 1-5, 0.25% for Policy Years 6-20, and 0.10% thereafter.
Service Charge	Monthly	Maximum: $15/month Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+

¹ The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

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Supplemental Benefit Charges Currently, we are offering the following supplemental optional riders. The charges for the rider you select are deducted monthly from your Account Value as part of the Monthly Deduction described on page xx of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page xx below.
Change of Insured Rider	Upon change of Insured	Minimum: $100 per change. Maximum: $400 per change.
Change of Insured Rider for a 46-year old Male Non- Smoker, $550,000 Face Amount, Option 1 (Level Death)		$400 per change.
Term Life Insurance Rider	Monthly	Guaranteed: Minimum COI: $0.02 per $1000. Maximum COI: $83.33 per $1000.
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed: $0.21 per $1000.

The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Policy. More detail concerning each Fund’s fee and expenses is contained in the prospectus for each Fund.

Total Annual Fund Operating Expenses¹

(Expenses that are deducted from Fund assets, including management fees,

distribution and/or service (12b-1) fees, and other expenses)

	Minimum	Maximum
Total Annual Fund Operating	0.27%	2.32%

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

¹ Expenses are shown as a percentage of a Fund's average net assets as of December 31, 2011. The expenses above include fees and expenses incurred indirectly by the Maxim Profile Portfolios and the Maxim Lifetime Asset Allocation Portfolios as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.

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Description of Depositor, Registrant, and Funds

Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company organized under the laws of the state of Colorado. Our offices are located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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.

The Series Account

The Series Account is a segregated asset account of Great-West. We use the Series Account to fund benefits payable under the Policy. The Series Account may also be used to fund benefits payable under other life insurance policies issued by us.

We own the assets of the Series Account, which we hold separate and apart from our General Account assets. 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. The income, gains, and losses credited to, or charged against, the Series Account reflect the Series Account’s own investment experience and not the investment experience of Great-West’s other assets. The assets of the Series Account may not be used to pay any liabilities of Great-West other than those arising from the Policies (and any other life insurance policies issued by us and funded by the Series Account).

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.

Great-West is obligated to pay all amounts promised to Owners under the Policies (and any other life insurance policies issued by us and funded by the Series Account).

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 policies participating in the Series Account.

The Series Account is divided into Divisions. Each Division invests exclusively in shares of a corresponding Fund. We may in the future add new or delete existing Divisions. The income, gains or losses, realized or unrealized, from assets allocated to each Division are credited to or charged against that Division without regard to the other income, gains or losses of the other Divisions.

All amounts allocated to a Division will be used to purchase shares of the corresponding Fund. The Divisions will at all times be fully invested in Fund shares. We maintain records of all purchases and redemptions of shares of the Funds.

The Investment Options and Funds

The Policy offers a number of Divisions or Sub-Accounts. Each Division invests in a single Fund. Each Fund is a mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”), or a separate

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series of shares of such a mutual fund. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Funds. The fund prospectuses should be read in connection with this prospectus. YOU MAY OBTAIN A PROSPECTUS AND, IF AVAILABLE, A FUND SUMMARY, CONTAINING COMPLETE INFORMATION ON EACH FUND, WITHOUT CHARGE, UPON REQUEST BY CONTACTING US AT 888-353-2654. If you received a summary prospectus for a Fund, please follow the directions on the first page of the summary prospectus to obtain a copy of the Fund's prospectus.

Each Fund holds its assets separate from the assets of the other Funds, and each Fund has its own distinct investment objective and policies. Each Fund operates as a separate investment fund, and the income, gains and losses of one Fund generally have no effect on the investment performance of any other Fund.

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

Some of the Funds have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the Funds may be similar to, and may in fact be modeled after publicly available mutual funds, the Funds are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any similarly named Fund may differ substantially.

Payments We Receive.  Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West and the principal underwriter and distributor of the Policy, may also receive Rule 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related services related to shares of Funds 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 Series Account assets invested in a Fund.

If you purchased the Policy through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for services provided with regard to the sale of Fund shares to the Divisions under the Policy. The amount and/or structure of the compensation can possibly create conflict of interest as it may influence the broker-dealer or other intermediary and your salesperson to present this Policy (and certain Divisions under the Policy) over other investment alternatives. The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the broker-dealer or other intermediary or your salesperson. You may ask your salesperson about variations and how he or she and his or her broker-dealer are compensated for selling the Policy or visit your financial intermediary's Web site for more information.

Payments We Make.  In addition to the direct cash compensation described above for sales of the Policies, Great-West and/or its affiliates may also pay GWFS agents additional cash and non-cash incentives to promote the sale of the Policies and other products distributed by GWFS, including Portfolios of Maxim Series Fund, which are available Funds under the Policies. Great-West and/or its affiliates may sponsor various contests and promotions subject to applicable FINRA regulations in which GWFS agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, Great-West and/or its affiliates may also pay for travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.

Cash incentive payments may vary depending on the arrangement in place at any particular time. Cash incentives payable to GWFS agents may be based on certain performance measurements, including a percentage of the net amount invested in certain Funds available under the Policy. These additional payments could be viewed as creating conflicts of interest. In some cases, the payment of incentive-based compensation may create a financial incentive for a GWFS agent to recommend or sell the Policy instead of other products or recommend certain Funds under the Policy over other Funds, which may not necessarily be to your benefit.

Closed Divisions.  Effective April 1, 2004, the Divisions investing in the following Funds were closed to new Owners: American Century VP International Fund (Class I Shares), American Century VP Income & Growth Fund

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(Class I Shares), AIM V.I. Core Stock Fund (now known as the Invesco V.I. Core Equity Fund) (Class I Shares) and Neuberger Berman AMT Guardian Portfolio (I Shares). However, Owners with amounts invested in the aforementioned Divisions as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2005, the Divisions investing in the following Funds were closed to new Owners: AIM V.I. Technology Fund (Series I Shares), Federated American Leaders Fund II (Primary Shares) (now known as Federated Clover Value Fund II (Primary Shares)), Federated International Equity Fund II, Fidelity VIP Growth Portfolio (Service Class 2 Shares); Janus Aspen Worldwide Growth Portfolio (Institutional Shares), Maxim Small-Cap Growth Portfolio (formerly the Maxim Trusco Small-Cap Growth Portfolio, which was formerly the Maxim MFS^® Small-Cap Growth Portfolio), Neuberger Berman AMT Mid-Cap Growth Portfolio (I Shares). However, Owners with amounts invested in the aforementioned Divisions as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2005, the Division investing in the following Fund was closed to all Owners: AIM V.I. Financial Services Fund (Series I Shares). Premium payments and Transfers are not permitted into this Division.

Effective May 1, 2006, the Division investing in Maxim Ariel Mid-Cap Value Portfolio was closed to new Owners. However, Owners with amounts invested in this Fund as of May 1, 2006, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Effective February 23, 2007, the Division investing in Dreyfus IP Emerging Leaders Portfolio (Initial Shares) was closed to all Owners and no Premium payments or Transfers are permitted into this Division.

Effective May 1, 2007, the Divisions investing in the following Funds were closed to new Owners: AIM V.I. Global Health Care (Series I Shares), American Century VP Ultra (Class I Shares) and Dreyfus VIF Appreciation Portfolio (Initial Shares). However, Owners with amounts transferred in the aforementioned Divisions as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2008, the Divisions investing in the following Funds were closed to new Owners: Dreyfus IP Technology Growth (Initial Shares), Federated High Income Bond Fund II (Primary Shares), Neuberger Berman AMT Small Cap Growth (S Shares) (formerly Neuberger Berman AMT Fasciano (S Shares)). However, Owners with amounts transferred in the aforementioned Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2009, the Divisions investing in the following Funds were closed to new Owners: Dreyfus IP MidCap Stock (Initial Shares); Fidelity VIP Investment Grade Bond (Service Class 2 Shares); and Neuberger Berman AMT Partners (I Shares).

Effective May 1, 2009, each of the following three Putnam Funds (IB Shares) are replaced with IA Shares: Putnam VT High Yield Fund; Putnam VT International New Opportunities Fund; and Putnam VT MidCap Value Fund.

Effective April 30, 2010, the Division investing in the Federated Kaufmann Fund is closed to new owners, however, Owners with amounts transferred in to aforementioned Division as of April 30, 2010, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Fund Investment Policies.  The investment policies of the Funds are briefly described below:

Alger Portfolios (advised by Fred Alger Management, Inc.)

Alger Small Cap Growth Portfolio (Class I-2 Shares) The Fund seeks long-term capitalization.

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American Century Variable Portfolios, Inc. (advised by American Century Investment Management, Inc.)

American Century VP Income & Growth Fund (Class I Shares) The Fund seeks capital growth. Income is a secondary objective. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

American Century VP International Fund (Class I Shares) The Fund seeks capital growth. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

American Century VP Ultra^® Fund (Class I Shares) The Fund seeks long-term capital growth. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in the Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

American Century VP Value Fund (Class I Shares) The Fund seeks long-term capital growth. Income is a secondary objective.

American Century VP Vista^SM Fund (Class I Shares) The Fund seeks long-term capital growth.

American Funds Insurance Series (advised by Capital Research and Management Company)

American Funds IS Growth Fund (Class 2 Shares) The Fund’s investment objective is to provide growth of capital.

American Funds IS Global Small Capitalization Fund (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS International (Class 2 Shares) The Fund’s investment objective is to provide long-term growth of capital.

American Funds IS New World Fund (Class 2 Shares) The Fund’s investment objective is long-term capital appreciation.

Columbia Variable Portfolio (advised by Columbia Management Advisers, LLC)

Small Cap Value (Class A Shares) The Fund seeks long-term capital appreciation.

Davis Variable Account Fund, Inc. (advised by Davis Selected Advisors, L.P.)

Davis Financial Portfolio The Fund’s investment objective is long-term growth of capital.

Davis Value Portfolio The Fund’s investment objective is long-term growth of capital.

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Dreyfus Stock Index Fund (advised by The Dreyfus Corporation)

Dreyfus Stock Index Fund (Initial Shares) The Fund seeks to match the total return of the Standard & Poor's 500 Composite Stock Price Index.

Dreyfus Investment Portfolios (advised by The Dreyfus Corporation of New York, New York)

Dreyfus IP MidCap Stock Portfolio (Initial Shares) The Fund seeks investment returns that are greater than the total return performance of publicly traded common stocks of medium-sized domestic companies in the aggregate as represented by the Standard & Poor’s MidCap 400^® Index. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Dreyfus IP Technology Growth Portfolio (Initial Shares) The Fund seeks capital appreciation. The Fund may also sell stocks when the managers’ evaluation of a sector has changed. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Dreyfus Variable Investment Fund (advised by The Dreyfus Corporation of New York, New York)

Dreyfus VIF Appreciation Portfolio (Initial Shares) The Fund seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. Fayez Sarofim & Co. is the sub-adviser to this Fund. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in the Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Dreyfus VIF International Equity Portfolio (Initial Shares) The Fund seeks capital growth. Newton Capital Management Limited is the sub-adviser to this Fund.

Dreyfus VIF International Value Portfolio (Initial Shares) The Fund seeks long-term capital growth. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

DWS (advised by Deutsche Investment Management Americas Inc.)

DWS Variable Series II: DWS Alternative Asset Allocation VIP Portfolio (formerly DWS Alternative Asset Allocation Plus VIP) (Class A Shares) The Fund seeks capital appreciation. RREEF America L.L.C. and QS Investors, LLC are the subadvisers for the Fund.

DWS Variable Series II: Dreman Small Mid Cap Value VIP Portfolio (Class A Shares) The Fund seeks long-term capital appreciation. Dreman Value Management L.L.C. is the subadviser for the Fund.

DWS Variable Series II: DWS Core Equity VIP (formerly DWS Blue Chip VIP) Portfolio (Class A Shares) The Fund seeks growth of capital and income. QS Investors, LLC is the subadviser for the Fund.

DWS Variable Series I: DWS Global Small Cap Growth VIP Portfolio (Class A Shares) The Fund seeks above-average capital appreciation over the long term.

DWS Variable Series II: DWS High Income VIP Portfolio (Class A Shares) The Fund seeks to provide a high level of current income.

DWS Variable Series II: DWS Large Cap Value VIP Portfolio (Class A Shares)) The Fund seeks to achieve a high rate of total return. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

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DWS Investments VIT Funds: DWS Small Cap Index VIP Portfolio (Class A Shares) The Fund 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.

Northern Trust Investments, N.A. is the sub-adviser for the Portfolio.

Federated Insurance Series

Federated Capital Appreciation Fund II (Primary Shares)The Fund seeks to provide capital appreciation. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Advised by Federated Equity Management Company of Pennsylvania.

Federated High Income Bond Fund II (Primary Shares) The Fund seeks high current income. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Advised by Federated Investment Management Company.

Federated Kaufmann Fund II (Primary Shares) The Fund seeks capital appreciation. Effective April 30, 2009, the Division investing this Fund was closed to new Owners however, Owners with amounts in the Division as of April 30, 2010, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Advised by Federated Equity Management Company of Pennsylvania.

Fidelity Variable Insurance Products (VIP) Fund (advised by Fidelity Management & Research Company)

Fidelity VIP Contrafund^® Portfolio (Service Class 2 Shares) The Fund seeks long-term capital appreciation. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Fidelity VIP Growth Portfolio (Service Class 2 Shares) The Fund seeks to achieve capital appreciation. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Fidelity VIP Investment Grade Bond Portfolio (Service Class 2 Shares) The Fund seeks to provide as high a level of current income as is consistent with the preservation of capital. Fidelity Investments Money Management, Inc. and other investment advisers serve as sub-advisers for the Fund. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares) The Fund seeks long-term growth of capital. FMR Co., Inc. and other investment advisers serve as sub-advisers for the Fund.

Invesco Variable Insurance Funds (advised by Invesco Advisers, Inc.)

Invesco V.I. Core Equity Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective April 1, 2004, the AIM V.I. Core Stock Fund was closed to new Owners; Owners with amounts invested in this Division as of April 1, 2004, were permitted to continue to allocate Premium

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payments and Transfer amounts into and out of this Division. Effective May 1, 2006, the AIM V.I. Core Stock Fund merged into the AIM V.I. Core Equity Fund. Following the transaction, this Division investing in the AIM V.I. Core Equity Fund continues to be closed to new Owners; however, Owners with amounts invested in this Division may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Invesco V.I. Diversified Dividend Growth Fund (Series I Shares) The Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital. Effective May 1, 2005, the Division investing in this Fund was closed to all Owners and no Premium payments or Transfers are permitted into the Division.

Invesco V.I. Global Health Care Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective May 1, 2007, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of this Divisions.

Invesco V.I. Global Real Estate Fund (Series I Shares) The Fund’s investment objective is total return through growth of capital and current income.

Invesco Asset Management Limited is the sub-adviser for this Fund.

Invesco V.I. International Growth Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital.

Invesco V.I. Mid Cap Core Equity Fund (Series I Shares) The Fund's objective is long-term growth of capital.

Invesco V.I. Technology Fund (Series I Shares) The Fund’s investment objective is long-term growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Janus Aspen Series (advised by Janus Capital Management, LLC)

Janus Aspen Balanced Portfolio (Institutional Shares) The Fund seeks long-term growth of capital consistent with preservation of capital and balanced by current income.

Janus Aspen Flexible Bond Portfolio (Institutional Shares) The Fund seeks to obtain maximum total return, consistent with the preservation of capital.

Janus Aspen Forty Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Global Technology Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Overseas Portfolio (Institutional Shares) The Fund seeks long-term growth of capital.

Janus Aspen Worldwide Portfolio (Institutional Shares) The Fund seeks long-term growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Maxim Series Fund, Inc. (advised by GW Capital Management, LLC (d.b.a. Maxim Capital Management, LLC) (“MCM”), a wholly owned subsidiary of Great-West)

Maxim Ariel Small-Cap Value Portfolio The Fund’s investment objective is long-term capital appreciation.

Ariel Investments, LLC is the sub-adviser to this Fund.

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Maxim Ariel Mid-Cap Value Portfolio The Fund seeks long-term capital appreciation. Effective May 1, 2006, the Division investing in this Fund was closed to new investors; however, Owners with amounts invested in this Division as of May 1, 2006 may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Ariel Investments, LLC is the sub-adviser to this Fund.

Maxim Bond Index Portfolio The Fund seeks results that track the total return of the fixed income securities that comprise the Barclays Capital U.S. Aggregate Bond Index .

Maxim Federated Bond Portfolio The Fund seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings.

Maxim INVESCO ADR Portfolio The Fund seeks a high total return through capital appreciation and current income, while reducing risk through diversification.

Invesco Advisors, Inc. is the sub-adviser to this Fund.

Maxim Janus Large Cap Growth Portfolio The Fund seeks long-term growth of capital.

Janus Capital Management, LLC is the sub-adviser to this Fund.

Maxim Loomis-Sayles Bond Portfolio The Fund seeks high total investment return through a combination of current income and capital appreciation.

Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Maxim Loomis Sayles Small-Cap Value Portfolio The Fund seeks long-term capital growth.

Loomis, Sayles & Company, L.P. is the sub-adviser to this Fund.

Maxim MFS International Value Portfolio The Fund seeks long-term capital growth.

Massachusetts Financial Service Company is the sub-adviser to this Fund.

Maxim Money Market Portfolio The Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity.

Investment in the Maxim Money Market Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Maxim Short Duration Bond Portfolio The Fund seeks maximum total return that is consistent with preservation of capital and liquidity.

Maxim Small-Cap Growth Portfolio The Fund seeks long-term capital growth. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Silvant Capital Management, LLC is the sub-adviser for this Fund.

Maxim T. Rowe Price Equity/Income Portfolio The Fund seeks substantial dividend income and also long-term capital appreciation.

T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

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Maxim T. Rowe Price Mid Cap Growth Portfolio The Fund seeks long-term capital appreciation.

T. Rowe Price Associates, Inc. is the sub-adviser to this Fund.

Maxim Templeton Global Bond Portfolio The Fund seeks current income with capital appreciation and growth of income.

Franklin Advisers, Inc. is the sub-adviser to this Fund.

Maxim U.S. Government Mortgage Securities Portfolio The Fund seeks the highest level of return consistent with preservation of capital and substantial credit protection.

Maxim Profile I Portfolios

Each of the following five Profile Portfolios seeks to provide an asset allocation program designed to meet certain investment goals based on an investor’s risk tolerance, investment time horizon and personal objectives.

Maxim Aggressive Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize equity investments.

Maxim Moderately Aggressive Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize equity investments and, to a lesser degree, fixed income securities.

Maxim Moderate Profile I Portfolio seeks long-term capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, with a relatively equal emphasis on equity and fixed income investments.

Maxim Moderately Conservative Profile I Portfolio seeks capital appreciation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize fixed income investments, and, to a lesser degree, equity investments.

Maxim Conservative Profile I Portfolio seeks capital preservation primarily through investments in other mutual funds, including mutual funds that may not be affiliated with Maxim Series Fund, that emphasize fixed income investments.

Maxim Lifetime Asset Allocation Portfolios

Maxim Lifetime 2015 Portfolio II – Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2015, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2025 Portfolio II – Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2025, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2035 Portfolio II – Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2035, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2045 Portfolio II – Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2045, the investment objective is to seek income and, secondarily, capital growth.

Maxim Lifetime 2055 Portfolio II – Class T The Fund seeks capital appreciation and income consistent with its current asset allocation. After 2055, the investment objective is to seek income and, secondarily, capital growth.

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Neuberger Berman Advisers Management Trust (advised by Neuberger Berman Management Incorporated)

Neuberger Berman AMT Small Cap Growth Portfolio (Class S Shares) The Fund seeks long-term capital growth. Effective May 1, 2008, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Guardian Portfolio (Class I Shares) The Fund seeks long-term growth of capital; current income is a secondary goal. Effective April 1, 2004, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Mid-Cap Growth Portfolio (Class I Shares) The Fund seeks growth of capital. Effective May 1, 2005, the Division investing in this Fund was closed to new Owners; however, Owners with amounts invested in this Division as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Partners Portfolio (Class I Shares) The Fund seeks growth of capital. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (formerly AMT Regency Portfolio) (Class I Shares) The Fund seeks growth of capital.

Neuberger Berman AMT Socially Responsive Portfolio (Class I Shares) The Fund seeks long-term growth of capital by investing in securities of companies that meet the Fund’s financial criteria and social policy.

PIMCO Variable Insurance Trust (advised by Pacific Investment Management Company, LLC)

PIMCO VIT High Yield Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Low Duration Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Real Return Portfolio (Administrative Shares) The Fund seeks maximum real return, consistent with preservation of real capital and prudent investment management.

PIMCO VIT Total Return Portfolio (Administrative Shares) The Fund seeks maximum total return, consistent with preservation of capital and prudent investment management.

Putnam Variable Trust (advised by Putnam Investment Management, LLC)

Putnam VT Equity Income Fund (Class IA Shares) The Fund seeks capital growth and current income.

Putnam VT Global Health Care Fund (Class IA Shares) The Fund seeks capital appreciation.

Putnam VT High Yield Fund (Class IA Shares) The Fund seeks high current income. Capital growth is a secondary goal when consistent with achieving high current income.

Putnam VT International Growth Fund Class (IA Shares) The Fund seeks long-term capital appreciation.

Putnam VT MidCap Value Fund (Class IA Shares) The Fund seeks capital appreciation and, as a secondary objective, current income.

Royce Capital Fund (advised by Royce & Associates, LLC)

Royce Micro-Cap Portfolio’s (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

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Royce Small-Cap Portfolio’s (Service Class Shares) The Fund’s investment goal is long-term growth of capital.

Van Eck Worldwide Insurance Trust (advised by Van Eck Associates Corporation)

Van Eck VIP Emerging Markets Fund (Initial Class Shares) The Fund seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world. Effective May 1, 2009, the Division investing in this Fund was closed to new Owners however, Owners with amounts invested in this Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of this Division.

Van Eck VIP Global Hard Assets Fund (Initial Class Shares) The Fund seeks long term capital appreciation by primarily investing in hard asset securities. Income is a secondary consideration.

You should contact your representative for further information on the availability of the Divisions.

Each Fund is subject to certain investment restrictions and policies that may not be changed without the approval of a majority of the shareholders of the Fund. See the Fund prospectuses for further information.

We automatically reinvest all dividends and capital gain distributions from the Funds in shares of the distributing Fund at their net asset value. The income and realized and unrealized gains or losses on the assets of each Division are separate and are credited to, or charged against, the particular Division without regard to income, gains or losses from any other Division or from any other part of our business. We will use amounts you allocate to a Division to purchase shares in the corresponding Fund and will redeem shares in the Funds to meet Policy obligations or make adjustments in reserves. The Funds are required to redeem their shares at net asset value and to make payment within seven days.

The Funds may also be available to separate accounts offering variable annuity, variable life products and qualified plans of other affiliated and unaffiliated insurance companies, as well as our other separate accounts. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Series Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of Owners and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Owners, including withdrawal of the Series Account from participation in the Funds that are involved in the conflict or substitution of shares of other Funds.

Voting.  We are the legal owner of all shares of the Funds held in the Divisions of the Series Account. In general, you do not have a direct right to vote the Fund shares held in the Divisions of the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares held in the Divisions. At regular and special shareholder meetings, we will vote the shares held in the Divisions in accordance with those instructions received from Owners who have an interest in the respective Divisions.

We will vote shares held in each Division for which no timely instructions from Owners are received, together with shares not attributable to a Policy, in the same proportion as those shares in that Division for which instructions are received.

The number of shares in each Division for which instructions may be given by an Owner is determined by dividing the portion of the Account Value derived from participation in that Division, if any, by the value of one share of the corresponding Fund. We will determine the number as of the record date chosen by the Fund. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the shareholders' meeting.

We may, if required by state insurance regulators, disregard voting instructions if those instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the Funds, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove of those changes in accordance with applicable federal regulations. If we disregard voting instructions, we will advise you of that action and our reasons for it in our next communication to Owners.

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This description reflects our current view of applicable federal securities law. Should the applicable federal securities laws change so as to permit us to vote shares held in the Series Account in our own right, we may elect to do so.

Fixed Account

The Fixed Account is part of our General Account. We assume the risk of investment gain or loss on this amount. All assets in the General Account are subject to our general liabilities from business operations. The Fixed Account does not participate in the investment performance of the Sub-Accounts.

The Fixed Account is not registered with the SEC under the Securities Act of 1933. Neither the Fixed Account nor the General Account have been registered as an investment company under the 1940 Act. As a result, neither the Fixed Account nor the General Account are generally subject to regulation under either Act. However, certain disclosures may be subject to generally applicable provisions of the federal securities laws regarding the accuracy of statements made in registration statements.

The Fixed Account offers a guarantee of principal, after deductions for fees and expenses. We also guarantee that the amounts you allocate to the Fixed Account will earn interest at a rate of at least the minimum guaranteed interest rate indicated in your Policy. We do not rely on predetermined formulas to set Fixed Account interest rates. We will review the interest rate at least once a year, but at the Company’s discretion we may reset the interest rate monthly.

The Fixed Account may not be available in all states.

Employer-Financed Insurance Purchase Arrangements -- Tax and Other Legal Issues

In addition to corporations and other employers, the Policy is also available for purchase by individuals whose employers will pay some or all of the Premiums due under the Policy pursuant to an employer-financed insurance purchase arrangement. In such cases, references in this prospectus to the “Owner” of the Policy will refer to the individual and, depending on the context, references to the “payment of premiums” will refer to payments to Great-West under the Policy by the employer and/or by the employee.

Employers and employees contemplating the purchase of a Policy as a part of an employer-financed insurance purchase arrangement should consult qualified legal and tax counsel with regard to the issues presented by such a transaction. For this purpose, an employer-financed insurance purchase arrangement is a plan or arrangement which contemplates that an employer will pay one or more Premiums for the purchase of a Policy that will be owned, subject to certain restrictions, by an employee or by a person or entity designated by the employee.

The general considerations applicable to such a purchase include the following:

1. Payments by the employer under an employer-financed insurance purchase arrangement will only be deductible for income tax purposes when the payments are taxable to the employee with respect to whom they are made.

2. Imposition of certain types of restrictions, specifically a substantial risk of forfeiture, on the purchased Policy may defer both the deductibility of the payments to the employer and their taxability to the employee.

3. The payment of some or all of the Premiums by the employer may create an ERISA welfare benefit plan which is subject to the reporting, disclosure, fiduciary and enforcement provisions of ERISA.

4. The payment of some or all of the Premiums by the employer will not prevent the Owner from being treated as the owner of the Policy for federal income tax purposes.

5. Under some circumstances, the failure of the employer to make one or more of the planned Premiums under the Policy may cause a lapse of the Policy.

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6. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial and tax benefits of the ownership of the Policy outweigh the costs, such as sales loads and cost of insurance charges that will be incurred as a result of the purchase and ownership of the Policy.

7. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the designation of another person or entity as the owner of the Policy will have adverse consequences under applicable gift, estate, or inheritance tax laws.

8. An employee considering whether to participate in an employer-financed insurance purchase arrangement should consider whether the financial performance of the Policy will support any planned withdrawals or borrowings under the Policy.

9. In an employer-financed insurance purchase arrangement, the procedures described below on page xx are designed to prevent or minimize market timing and excessive trading by Owners may, in certain circumstances, require us to perform standardized trade monitoring; in other circumstances such monitoring will be performed by the Fund. Certain Funds require us to provide reports of the Owner’s trading activity, if prohibited trading, as defined by the Fund, is suspected. The determination of whether there is prohibited trading based on the Funds’ definition of prohibited trading may be made by us or by the Fund. The Fund determines the restrictions imposed, which could be one of the four restrictions described on page 40 or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund.

Charges and Deductions

Expense Charge Applied to Premium.  We will deduct a maximum charge of 10% from each Premium payment, which is broken down as follows. A maximum of 6.5% will be deducted as sales load to compensate us in part for sales and promotional expenses in connection with selling the Policies, such as commissions, the cost of preparing sales literature, other promotional activities and other direct and indirect expenses. A maximum of 3.5% of Premium will be used to cover Premium taxes and certain federal income tax obligations resulting from the receipt of Premiums. All states and some cities and municipalities impose taxes on Premiums paid for life insurance, which generally range from 2% to 4% of Premium but may exceed 4% in some states. The amount of your state's Premium tax may be higher or lower than the amount attributable to Premium taxes that we deduct from your Premium payments.

The current expense charge applied to Premium for sales load is 5.5% of Premium up to target and 3.0% of Premium in excess of target for Policy Years 1 through 10. Your target Premium will depend on the initial Total Face Amount of your Policy, your Issue Age, your sex (except in unisex states), and rating class (if any) which equals the maximum Premium payable under the seven-pay test such that the Policy remains compliant with section 7702A of the Code. Thereafter, there is no charge for sales load. The current expense charge applied to Premium to cover our Premium taxes and the federal tax obligation described above is 3.5% in all Policy Years.

Where permitted by applicable state insurance law and for corporate owned policies only, if your Policy is surrendered for the Surrender Benefit (Account Value less any outstanding Policy loans and less accrued loan interest) within the first six Policy Years, we will return a percentage of the expense charge. The return of expense charge will be a percentage of your Account Value on the date the Request for surrender was received by us at our Corporate Headquarters. This amount will be in addition to the Surrender Benefit.

The return of expense charge is based on the following:

Policy Year	Percentage of Account Value Returned
Year 1	6%
Year 2	5%
Year 3	4%
Year 4	3%
Year 5	2%
Year 6	1%
Year 7+	0%

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As described under the heading "Term Life Insurance Rider" on page xx, we may offer a term life insurance rider that may have the effect of reducing the sales charge you pay on purchasing an equivalent amount of insurance. We offer this rider in circumstances that result in the savings of sales and distribution expenses and administrative costs. To qualify, a corporation, employer, or other purchaser must satisfy certain criteria such as, for example, the number of Policies it expects to purchase and the expected Total Face Amount under all such Policies. Generally, the sales contacts and effort and administrative costs per Policy depend on factors such as the number of Policies purchased by a single Owner, the purpose for which the Policies are purchased, and the characteristics of the proposed Insureds. The amount of reduction and the criteria for qualification are related to the sales effort and administrative costs resulting from sales to a qualifying Owner. Great-West from time to time may modify on a uniform basis both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected Owners funded by the Series Account.

Mortality and Expense Risk Charge.  This charge is for the mortality and expense risks we assume with respect to the Policy. It is based on an annual rate that we apply against each Division of the Series Account on a daily basis. We convert the mortality and expense risk charge into a daily rate by dividing the annual rate by 365. The mortality and expense risk charge will be determined by us from time to time based on our expectations of future interest, mortality experience, persistency, expenses and taxes, but will not exceed 0.90% annually. Currently, the charge is 0.40% for Policy Years 1 through 5, 0.25% for Policy Years 6 through 20 and 0.10% thereafter.

The mortality risk we assume is that the group of lives insured under the Policies may, on average, live for shorter periods of time than we estimated. The expense risk we assume is that the costs of issuing and administering Policies may be more than we estimated.

Monthly Deduction.  We make a monthly deduction from your Account Value on the Policy Date and the first day of each Policy Month. This monthly deduction will be charged proportionally to the amounts in the Divisions.

The monthly deduction equals the sum of (1), (2), (3) and (4) where:

(1) is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;

(2) is the service charge;

(3) is the monthly cost of any additional benefits provided by riders which are a part of your Policy; and

(4) is any extra risk charge if the Insured is in a rated class as specified in your Policy.

The net amount at risk equals:

• the death benefit divided by 1.00327374; less

• your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

If there are increases in the Total Face Amount other than increases caused by changes in the death benefit option, the monthly deduction described above is determined separately for the initial Total Face Amount and each increase in the Total Face Amount. In calculating the net amount at risk, your Account Value will first be allocated to the most recent increase in the death benefit and then to each increase in the Total Face Amount in the reverse order in which the increases were made.

Monthly Risk Rates.  The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured's sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured's sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, persistency, interest rates, expenses and taxes, but will not exceed the guaranteed maximum monthly risk rates based on the 2001 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table (“2001 CSO”). Currently, the guaranteed

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minimum monthly risk charge is $0.02 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

The guaranteed maximum monthly risk rates reflect any class rating applicable to the Policy. We have filed a detailed statement of our methods for computing Account Values with the insurance department in each jurisdiction where the Policy was delivered. These values are equal to or exceed the minimum required by law.

The monthly risk rate is greater on policies that require less underwriting to be performed regardless of the health of the individual. Monthly risk rate charges will be greatest on guaranteed issue policies, followed by simplified issue policies, then fully underwritten policies.

Service Charge.  We will deduct a maximum of $15 from your Account Value on the first day of each Policy Month to cover our administrative costs, such as salaries, postage, telephone, office equipment and periodic reports. This charge may be increased or decreased by us from time to time based on our expectations of future expenses, but will never exceed $15 per Policy Month. The service charge will be deducted proportionally from the Divisions. The current service charge is $10 per Policy Month for Policy Years 1 through 3 and $7.50 per Policy Month thereafter.

Transfer Fee.  A maximum administrative charge of $10 per Transfer of Account Value from one Division to other Divisions will be deducted from your Account Value for all Transfers in excess of 12 made in the same Policy Year. The allocation of your Initial Premium from the Maxim Money Market Division to your selected Divisions will not count toward the 12 free Transfers. Similarly, Transfers made under dollar cost averaging and periodic rebalancing under the rebalancer option are not subject to the fee and do not count as Transfers for this purpose (except a one-time rebalancing under the rebalancer option will count as one Transfer). All Transfers Requested on the same Business Day will be aggregated and counted as one Transfer. The current charge is $10 per Transfer.

Partial Withdrawal Fee.  A maximum administrative fee of $25 will be deducted from your Account Value for all partial withdrawals after the first made in the same Policy Year. The partial withdrawal fee will be deducted proportionally from all Divisions.

Surrender Charges. Your Policy has no surrender charges.

Change of Death Benefit Option Fee.  A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option. The change of death benefit fee will be deducted proportionally from all Divisions.

Fund Expenses.  You indirectly bear the charges and expenses of the Funds whose shares are held by the Divisions to which you allocate your Account Value. The Series Account purchases shares of the Funds at net asset value. Each Fund's net asset value reflects investment advisory fees and administrative expenses already deducted from the Fund's assets. For more information concerning the investment advisory fees and other charges against the Funds, see the Fund prospectuses and the statements of additional information for the Funds, which are available upon Request.

We may receive compensation from the investment advisers or administrators of the Funds. Such compensation will be consistent with the services we provide or the cost savings resulting from the arrangement and, therefore, may differ between Funds. See “Payments We Receive” on page xx.

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General Description of Policy

Unless otherwise indicated, the description of the Policy in this prospectus assumes that the Policy is in force, there is no Policy Debt and current federal tax laws apply. The Policy described in this prospectus is offered to corporations and other employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. We issue Policies on the lives of prospective Insureds who meet our underwriting standards.

Policy Rights

Owner.  While the Insured is alive, unless you have assigned any of these rights, you may:

• transfer ownership to a new Owner;

• name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;

• change or revoke a contingent owner;

• change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);

• exercise all other rights in the Policy;

• increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and

• change the death benefit option, subject to the other provisions of the Policy.

When you transfer your rights to a new Owner, you automatically revoke any prior contingent owner designation. When you want to change or revoke a prior Beneficiary designation, you have to specify that action. You do not affect a prior Beneficiary when you merely transfer ownership, or change or revoke a contingent owner designation.

You do not need the consent of a Beneficiary or a contingent owner in order to exercise any of your rights. However, you must give us written notice satisfactory to us of the Requested action. Your Request will then, except as otherwise specified herein, be effective as of the date you signed the form, subject to any action taken before it was received by us.

Beneficiary.  The Beneficiary has no rights in the Policy until the death of the Insured, except an irrevocable Beneficiary cannot be changed without the consent of that Beneficiary. If a Beneficiary is alive at that time, the Beneficiary will be entitled to payment of the Death Benefit Proceeds as they become due.

Policy Limitations

Allocation of Net Premiums.  Except as otherwise described herein, your net Premium will be allocated in accordance with the allocation percentages you select. Percentages must total 100% and can be up to two decimal places.

We will credit Premium payments received prior to the end of the free look period as described in the “Free Look Period” section of this prospectus on page xx.

You may change your allocation percentages at any time by Request.

Transfers Among Divisions.  Subject to our rules as they may exist from time to time, you may at any time after the Free-Look Period Transfer to another Division all or a portion of the Account Value allocated to a Division. We will make Transfers pursuant to a Request.

Transfers may be Requested by indicating the Transfer of either a specified dollar amount or a specified percentage of the Division's value from which the Transfer will be made.

Transfer privileges are subject to our consent. We reserve the right to impose limitations on Transfers, including, but not limited to: (1) the minimum amount that may be Transferred; and (2) the minimum amount that may remain in a Division following a Transfer from that Division.

A fee of $10 per Transfer will apply for all Transfers in excess of 12 made in a Policy Year. We may increase or decrease the Transfer charge; however, it is guaranteed to never exceed $10 per Transfer. All Transfers Requested on the same Business Day will count as only one Transfer toward the 12 free Transfers. The Transfer of your Initial

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Premium from the Maxim Money Market Portfolio Division to your selected Divisions does not count toward the 12 free Transfers. Likewise, any Transfers under dollar cost averaging or periodic rebalancing of your Account Value under the rebalancer option do not count toward the 12 free Transfers (a one time rebalancing, however, will be counted as one Transfer).

Fixed Account Transfers.  Transfers into the Fixed Account are limited to once every 60 days. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the transfer in the previous 365 day period.

Market Timing & Excessive Trading.  The Policies 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 Owners in the Funds. Market timing generally involves frequent or unusually large transfers that are intended to take advantage of short-term fluctuations in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. In addition, frequent or unusually large transfers may harm performance by increasing Fund expenses and disrupting Fund management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Fund to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to discourage market timing and excessive trading by Owners. As part of those procedures, we will rely on the Funds to monitor for such activity. If a Fund believes such activity has occurred, we will scrutinize the Owner’s activity and request a determination from the Fund as to whether such activity constitutes market timing or excessive trading. If the Fund determines that the activity constitutes market timing or excessive trading, we will contact the Owner in writing to request that market timing and/or excessive trading stop immediately. We will then provide a subsequent report of the Owner's trading activity to the Fund. If the Fund determines that the Owner has not ceased improper trading, and upon request of the Fund, we will inform the Owner in writing that a trading restriction is being implemented. The four possible trading restrictions are:

• Restrict the Owner to inquiry-only access for the web and voice response unit so that the Owner will only be permitted to make Transfer Requests by written Request mailed to us through U.S. mail ("U.S. Mail Restriction"); the Owner will not be permitted to make Transfer Requests via overnight mail, fax, the web, or the call center. Once the U.S. Mail Restriction has been in place for 180 days, the restricted Owner may Request that we lift the U.S. Mail Restriction by signing, dating and returning a form to us whereby the Owner acknowledges the potentially harmful effects of market timing and/or excessive trading on Funds and other investors, represents that no further market timing or excessive trading will occur, and acknowledges that we may implement further restrictions, if necessary, to stop improper trading by the Owner;

• Close the applicable Fund to all new monies, including contributions and Transfers in;

• Restrict all Owners to one purchase in the applicable Fund per 90 day period; or

• Remove the Fund as an investment option and convert all allocations in that Fund to a different investment option.

The discretionary nature of our procedures creates a risk that we may treat some Owners differently than others.

Our market timing and excessive trading procedures are such that we do not impose trading restrictions unless or until a Fund first detects and notifies us of potential market timing or excessive trading activity. Accordingly, we cannot prevent all market timing or excessive trading transfer activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent the Funds do not detect and notify us of market timing and/or excessive trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer or excessive trader may be able to make market timing and/or excessive trading transactions with the result that the management of the Funds may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Funds.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any Owners from these procedures. In addition, we do not enter into agreements with Owners whereby we permit market timing or excessive trading. Subject to applicable state law and the terms of each Policy, 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.

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The Funds may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Funds should describe any such policies and procedures. The frequent trading policies and procedures of a Fund may be different, and more or less restrictive, than the frequent trading policies and procedures of other Funds and the policies and procedures we have adopted to discourage market timing and excessive trading. For example, a Fund may impose a redemption fee. Owners should also be aware that we may not have the contractual obligation or the operational capacity to apply the frequent trading policies and procedures of the respective Funds that would be affected by the Transfers.

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 market timing or excessive trading. In addition, our orders to purchase shares of the Funds are generally subject to acceptance by the Fund, and in some cases a Fund 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 Fund is not accepted by, or is reversed by, an applicable Fund.

You should note that other insurance companies and retirement plans may invest in the Funds 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 Funds 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 participants and/or individual owners of variable insurance contracts. The nature of such orders may limit the Funds' ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Funds may not be able to detect potential market timing and/or excessive trading activities in the omnibus orders they receive. We cannot guarantee that the Funds will not be harmed by transfer activity relating to the retirement plans and/or other insurance companies that invest in the Funds. 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 Funds. In addition, if a Fund believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent transfer activity, the Fund 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 Fund.

Exchange of Policy.  You may exchange your Policy for a new policy issued by Great-West that does not provide for variable benefits. The new policy will have the same Policy Date, Issue Age, and Insured as your Policy on the date of the exchange. The exchange must be made within 24 Policy Months after the Issue Date of your Policy and all Policy Debt must be repaid.

The cash value of your current Policy will be applied to the new policy as the Initial Premium.

Age Requirements. An Insured's Issue Age must be between 20 and 85 for Policies issued on a fully underwritten basis and between 20 and 70 for Policies issued on a guaranteed underwriting or a simplified underwriting basis.

P olicy or Registrant Changes

Addition, Deletion or Substitution of Investment Options.  Shares of any or all of the Funds may not always be available for purchase by the Divisions of the Series Account, or we may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Fund shares already purchased by the Series Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the SEC, to the extent necessary. We also may close a Division to future Premium allocations and Transfers of Account Value. A Division closing may affect dollar cost averaging and the rebalancer option. We reserve the right to operate the Series Account in any form permitted by law, to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable laws, to assess a charge for taxes attributable to the operation of the Series Account or for other taxes, as described in “Charges and Deductions” beginning on page xx of this prospectus, and

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to change the way in which we assess other charges, as long as the total other charges do not exceed the maximum guaranteed charges under the Policies. We also reserve the right to add Divisions, or to eliminate or combine existing Divisions or to Transfer assets between Divisions, or from any Division to our General Account. In the event of any substitution or other act described in this paragraph, we may make appropriate amendment to the Policy to reflect the change.

Entire Contract.  Your entire contract with us consists of the Policy, including the attached copy of your application and any attached copies of supplemental applications for increases in the Total Face Amount, any endorsements and any riders. Any illustrations prepared in connection with the Policy do not form a part of our contract with you and are intended solely to provide information about how values under the Policy, such as Cash Surrender Value, death benefit and Account Value, will change with the investment experience of the Divisions, and such information is based solely upon data available at the time such illustrations are prepared.

Alteration.  Sales representatives do not have any authority to either alter or modify your Policy or to waive any of its provisions. The only persons with this authority are our president, secretary, or one of our vice presidents.

Modification.  Upon notice to you, we may modify the Policy if such a modification –

• is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;

• is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;

• is necessary to reflect a change in the operation of the Series Account or the Divisions; or

• adds, deletes or otherwise changes Division options.

We also reserve the right to modify certain provisions of the Policy as stated in those provisions. In the event of any such modification, we may make appropriate amendment to the Policy to reflect such modification.

Assignments.  During the lifetime of the Insured, you may assign all or some of your rights under the Policy. All assignments must be filed at our Corporate Headquarters and must be in written form satisfactory to us. The assignment will then be effective as of the date you signed the form, subject to any action taken before we received it. We are not responsible for the validity or legal effect of any assignment.

Notice and Elections.  To be effective, all notices and elections under the Policy must be in writing, signed by you, and received by us at our Corporate Headquarters. Certain exceptions may apply. Unless otherwise provided in the Policy, all notices, Requests and elections will be effective when received at our Corporate Headquarters complete with all necessary information.

Account Value

Your Account Value is the sum of your interests in each Division you have chosen, plus your interests in the Fixed Account, plus the amount in your Loan Account. The Account Value varies depending upon the Premiums paid, expense charges applied to Premium, mortality and expense risk charge, service charges, monthly risk charges, partial withdrawals, fees, Policy loans and the net investment factor (described below) for the Divisions to which your Account Value is allocated and the interest credited to the Fixed Account.

We measure the amounts in the Divisions in terms of Units and Unit Values. On any given date, your interest in a Division is equal to the Unit Value multiplied by the number of Units credited to you in that Division. Amounts allocated to a Division will be used to purchase Units of that Division. Units are redeemed when you make partial withdrawals, undertake Policy loans or Transfer amounts from a Division, and for the payment of service charges, monthly risk charges and other fees. The number of Units of each Division purchased or redeemed is determined by dividing the dollar amount of the transaction by the Unit Value for the Division. The Unit Value for each Division was established at $10 for the first Valuation Date of the Division. The Unit Value for any subsequent Valuation Date is equal to the Unit Value for the preceding Valuation Date multiplied by the net investment factor (determined as provided below). The Unit Value of a Division for any Valuation Date is determined as of the close of the Valuation Period ending on that Valuation Date.

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Transactions are processed on the date we receive a Premium at our Corporate Headquarters or upon approval of a Request. If your Premium or Request is received on a date that is not a Valuation Date, or after the close of the NYSE on a Valuation Date, the transaction will be processed on the next Valuation Date.

The Account Value attributable to each Division of the Series Account on the Policy Date equals:

• that portion of net Premium received and allocated to the Division, plus

• that portion of net Premium received and allocated to the Fixed Account, less

• the service charges due on the Policy Date, less

• the monthly risk charge due on the Policy Date, less

• the monthly risk charge for any riders due on the Policy Date.

We apply your Initial Premium on the Policy Date, which will be the Issue Date (if we have already received your Initial Premium) or the Business Day we receive a Premium equal to, or in excess of, the Initial Premium after we have approved your application.

The Account Value attributable to each Division of the Series Account on the subsequent Valuation Dates is equal to:

• the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division's net investment factor, plus

• that portion of net Premium received and allocated to the Division during the current Valuation Period, plus

• that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus

• any amounts Transferred by you to the Division from another Division during the current Valuation Period, less

• any amounts Transferred by you from the Division to another Division during the current Valuation Period, less

• that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less

• that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less

• that portion of fees due in connection with a partial withdrawal charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less

• if the first day of a Policy Month occurs during the current Valuation Period, that Division's portion of the cost for any riders and any extra risk charge if the Insured is in a rated class as specified in your Policy, for the Policy Month just beginning.

Net Investment Factor.  The net investment factor for each Division for any Valuation Period is determined by deducting the mortality and expense risk charge for each day in the Valuation Period from the quotient of (1) and (2) where:

(1) is the net result of:

• the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus

• the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the “ex-dividend” date occurs during the current Valuation Period, plus or minus

• a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

(2) is the net result of:

• the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus

• a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.

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The Fixed Account Value is:

• Premiums, less expense charges, allocated to the Fixed Account; plus

• Sub-Account Value transferred to the Fixed Account; plus

• Interest credited to the Fixed Account; minus

• Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus

• The portion of any accrued policy fees and charges allocated to the Fixed Account;

• Loans from the Fixed Account; minus

• Transfers from the Fixed Account, including any applicable transfer charges

During any Policy Month the Fixed Account Value will be calculated on a consistent basis. For purposes of crediting interest, policy value deducted, transferred or withdrawn from the Fixed Account is accounted for on a first in first out basis.

The mortality and expense risk charge for the Valuation Period is the annual mortality and expense risk charge divided by 365 multiplied by the number of days in the Valuation Period.

The net investment factor may be greater or less than or equal to one.

S plitting Units.  We reserve the right to split or combine the value of Units. In effecting any such change, strict equity will be preserved and no such change will have a material effect on the benefits or other provisions of your Policy.

Other Provisions and Benefits

Misstatement of Age or Sex (Non-Unisex Policy).  If the age or (in the case of a non-unisex Policy) sex of the Insured is stated incorrectly in your Policy application or rider application, we will adjust the amount payable appropriately as described in the Policy.

If we determine that the Insured was not eligible for coverage under the Policy after we discover a misstatement of the Insured's age, our liability will be limited to a return of Premiums paid, less any partial withdrawals, any Policy Debt, and the cost for riders.

Suicide.  If the Insured, whether sane or insane, commits suicide within two years after your Policy's Issue Date (one year if your Policy is issued in Colorado or North Dakota), we will not pay any part of the Death Benefit Proceeds. We will pay the Beneficiary the Premiums paid, less the amount of any Policy Debt, any partial withdrawals and the cost for riders.

If the Insured, whether sane or insane, commits suicide within two years after the effective date of an increase in the Total Face Amount (one year if your Policy is issued in Colorado or North Dakota), then our liability as to that increase will be the cost of insurance for that increase and that portion of the Account Value attributable to that increase. The Total Face Amount of the Policy will be reduced to the Total Face Amount that was in effect prior to the increase.

Incontestability.  All statements made in the application or in a supplemental application are representations and not warranties. We relied and will continue to rely on those statements when approving the issuance, increase in face amount, increase in death benefit over Premium paid, or change in death benefit option of the Policy. In the absence of fraud, we can use no statement in defense of a claim or to cancel the Policy for misrepresentation unless the statement was made in the application or in a supplemental application. In the absence of fraud, after the Policy has been in force during the lifetime of the Insured for a period of two years from its Issue Date, we cannot contest it except for non-payment of Premiums. However, any increase in the Total Face Amount which is effective after the Issue Date will be incontestable only after such increase has been in force during the lifetime of the Insured for two years from the effective date of coverage of such increase.

Paid-Up Life Insurance.  When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase "paid-up" insurance. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable

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distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2001 Commissioner's Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see “Federal Income Tax Considerations -- Treatment When Insured Reaches Attained Age 121” on page xx.

Supplemental Benefits.  The following supplemental benefit riders are available, subject to certain limitations. An additional monthly risk charge will be assessed for each rider that is in force as part of the monthly deduction from your Account Value. If a supplemental benefit rider is terminated, the monthly risk charge for such rider will end immediately. See fee tables beginning on page x.

Term Life Insurance Rider.  This rider provides term life insurance on the Insured. Coverage is renewable annually until the Insured's Attained Age 121. The amount of coverage provided under this rider varies from month to month as described below. We will pay the rider's death benefit to the Beneficiary when we receive Due Proof of death of the Insured while this rider is in force.

This rider provides the same three death benefit options as your Policy. The option you choose under the rider must at all times be the same as the option you have chosen for your Policy. The rider's death benefit will be determined at the beginning of each Policy Month in accordance with one of those options. For each of the options, any outstanding Policy Debt will reduce your death benefit.

If you purchase this rider, the Total Face Amount shown on your Policy's specifications page will be equal to the minimum amount of coverage provided by this rider plus the base face amount (which is the minimum death benefit under your Policy without the rider’s death benefit). The minimum allocation of Total Face Amount between your Policy and the rider is 10% and 90% at inception, respectively. The total Death Benefit Payable under the rider and the Policy will be determined as described in "Death Benefit" below, using the Total Face Amount shown on your Policy’s specifications page.

Coverage under this rider will take effect on the latter of:

• the Policy Date of the Policy to which this rider is attached; or

• the date this rider is delivered and the first rider premium is paid to the Company

The monthly risk rate for this rider will be the same as that used for the Policy and the monthly risk charge for the rider will be determined by multiplying the monthly risk rate by the rider's death benefit. This charge will be calculated on the first day of each Policy Month and added to the Policy's monthly risk charge.

If you purchase this rider, the sales load and return of expense charge will be proportionately lower as a result of a reduction in commission payments. Commissions payable to sales representatives for the sale of the Policy are calculated based on the total Premium payments. As a result, this rider generally is not offered in connection with any Policy with annual Premium payments of less than $100,000, except for policies issued on a guaranteed issue basis. In our discretion, we may decline to offer this rider or refuse to consent to a proposed allocation of coverage between a Policy and term rider.

If this rider is offered, the commissions will vary depending on the allocation of your coverage between the Policy and the term rider. The same initial Death Benefit will result in the highest commission when there is no term rider, with the commission declining as the portion of the Death Benefit coverage allocated to the term rider increases. Thus, the lowest commission amount is payable, and the lowest amount of sales load deducted from your Premiums will occur, when the maximum term rider is purchased.

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You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:

• the date the Policy is surrendered or terminated;

• the expiration of the grace period of the Policy; or

• the death of the Insured.

Change of Insured Rider.  This rider permits you to change the Insured under your Policy or any Insured that has been named by virtue of this rider. Before we change the Insured you must provide us with (1) a Request for the change signed by you and approved by us; (2) Evidence of Insurability for the new Insured; (3) evidence that there is an insurable interest between you and the new Insured; (4) evidence that the new Insured's age, at the nearest birthday, is under 70 years; and (5) evidence that the new Insured was born prior to the Policy Date. We may charge a fee for administrative expenses when you change the Insured. The minimum charge is $100 per change and the maximum charge is $400 per change. When a change of Insured takes effect, Premiums will be based on the new Insured's age, sex, mortality class and the Premium rate in effect on the Policy Date.

Report to Owner.  We will maintain all records relating to the Series Account and the Divisions and the Fixed Account. We will send you a report at least once each Policy Year within 30 days after a Policy Anniversary. The report will show current Account Value, current allocation in each Division, death benefit, Premiums paid, investment experience since your last report, deductions made since the last report, and any further information that may be required by laws of the state in which your Policy was issued. It will also show the balance of any outstanding Policy loans and accrued interest on such loans. There is no charge for this report.

In addition, we will send you the financial statements of the Funds and other reports as specified in the 1940 Act. We also will mail you confirmation notices or other appropriate notices of Policy transactions quarterly or more frequently within the time periods specified by law. Please give us prompt written notice of any address change. Please read your statements and confirmations carefully and verify their accuracy and contact us promptly with any questions.

Dollar Cost Averaging.  By Request, you may elect dollar cost averaging in order to purchase Units of the Divisions over a period of time. There is no charge for this service.

Dollar cost averaging permits you to automatically Transfer a predetermined dollar amount, subject to our minimum, at regular intervals from any one or more designated Divisions to one or more of the remaining, then available Divisions. The Unit Value will be determined on the dates of the Transfers. You must specify the percentage to be Transferred into each designated Division. Transfers may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated one frequency period following the date of your Request. We will provide a list of Divisions eligible for dollar cost averaging that may be modified from time to time. Amounts Transferred through dollar cost averaging are not counted against the 12 free Transfers allowed in a Policy Year. You may not participate in dollar cost averaging and the rebalancer option (described below) at the same time. Participation in dollar cost averaging does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. We reserve the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer Option.  By Request, you may elect the rebalancer option in order to automatically Transfer Account Value among the Divisions on a periodic basis. There is no charge for this service. This type of transfer program automatically reallocates your Account Value so as to maintain a particular percentage allocation among Divisions chosen by you. The amount allocated to each Division will grow or decline at different rates depending on the investment experience of the Divisions. Rebalancing does not change your Premium allocation unless that option is checked on the rebalancer Request. Your Premium allocation can also be changed by written Request at the address on the first page of this prospectus.

You may Request that rebalancing occur one time only, in which case the Transfer will take place on the date of the Request. This Transfer will count as one Transfer towards the 12 free Transfers allowed in a Policy Year.

You may also choose to rebalance your Account Value on a quarterly, semiannual, or annual basis, in which case the first Transfer will be initiated one frequency period following the date of your Request. On that date, your Account Value will be automatically reallocated to the selected Divisions. Thereafter, your Account Value will be rebalanced once each frequency period. In order to participate in the rebalancer option, your entire Account Value must be included. Transfers made with these frequencies will not count against the 12 free Transfers allowed in a Policy Year.

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You must specify the percentage of Account Value to be allocated to each Division and the frequency of rebalancing. You may terminate the rebalancer option at any time by Request.

You may not participate in the rebalancer option and dollar cost averaging at the same time. Participation in the rebalancer option does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. The Company reserves the right to modify, suspend, or terminate the rebalancer option at any time.

Non-Participating.  The Policy does not pay dividends.

Premiums

Policy Application, Issuance and Initial Premium.  To purchase a Policy, you must submit an application to our Corporate Headquarters. We will then follow our underwriting procedures designed to determine the insurability of the applicant. We may require full underwriting, which includes a medical examination and further information, before your application may be approved. We also may offer the Policy on a simplified underwriting or guaranteed issue basis. Applicants must be acceptable risks based on our applicable underwriting limits and standards. We will not issue a Policy until the underwriting process has been completed to our satisfaction. We reserve the right to reject an application for any lawful reason or to "rate" an Insured as a substandard risk, which will result in increased monthly risk rates. The monthly risk rate also may vary depending on the type of underwriting we use.

You must specify certain information in the application, including the Total Face Amount, the death benefit option and supplemental benefits, if any. The Total Face Amount generally may not be decreased below $100,000.

Upon approval of the application, we will issue to you a Policy on the life of the Insured. A specified Initial Premium must be paid before we issue the Policy. The effective date of coverage for your Policy (which we call the “Policy Date”) will be the date we receive a Premium equal to or in excess of the specified Initial Premium after we have approved your application. If your Premium payment is received on the 29th, 30th or 31st of a month, the Policy will be dated the 28th of that month.

We generally do not accept Premium payments before approval of an application; however, at our discretion, we may elect to do so. While your application is in underwriting, if we accept your Premium payment before approval of your application, we will provide you with temporary insurance coverage in accordance with the terms of our temporary insurance agreement. In our discretion, we may limit the amount of Premium we accept and the amount of temporary coverage we provide. If we approve your application, we will allocate your Premium payment to the Series Account or Fixed Account on the Policy Date, as described below. Otherwise, we will promptly return your payment to you. We will not credit interest to your Premium payment for the period while your application is in underwriting.

We reserve the right to change the terms or conditions of your Policy to comply with differences in applicable state law. Variations from the information appearing in this prospectus due to individual state requirements are described in supplements that are attached to this prospectus or in endorsements to the Policy, as appropriate.

Free Look Period.  During the free look period (ten days or longer where required by state law), you may cancel your Policy. If you exercise the free look privilege, you must return the Policy to our Corporate Headquarters or to the representative from whom you purchased the Policy.

Generally, net Premium will be allocated to the Divisions you selected on the application. However, under certain circumstances described below, the net Premium will first be allocated to the Maxim Money Market Division and remain there until the next Valuation Date following the end of the free look period. On that date, the Sub-Account value held in the Maxim Money Market Division will be allocated to the Division(s) selected by you. If your Premium payments are received after 4:00 PM EST/EDT, such payments will be credited on the next Valuation Date. Regardless of when the payment is credited, you will receive the utilized values from the date we received your payment.

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During the free look period, you may change your Division allocations and your allocation percentages, however depending on whether your state permits the immediate investment of your premium, changes made during the free look period may not take effect until after the free look period has expired.

Policies returned during the free look period will be void from the Issue Date. In some states, we will refund your current Account Value plus the return of any expense charges deducted. In those states, this amount may be higher or lower than your Premium payments, which means you bear the investment risk during the free look period.

Certain states require that we return the greater of your Account Value (less any surrenders, withdrawals and distributions already received) or the amount of the Premiums received. In those states, we will allocate your net Premium payments to the Maxim Money Market Division. We will Transfer the Account Value in that Division to the other Divisions of the Series Account in accordance with your most recent allocation instructions on file at the end of the free look period.

Premium.  All Premium payments must be made payable to “Great-West Life & Annuity Insurance Company” and mailed to our Corporate Headquarters. The Initial Premium will be due and payable on or before your Policy's Issue Date. The minimum Initial Premium will vary based on various factors, including the age of the Insured and the death benefits option you select, but may not be less than $100. You may pay additional Premium payments to us in the amounts and at the times you choose, subject to the limitations described below. To find out whether your Premium payment has been received, contact us at the address or telephone number shown on the first page of this prospectus.

We reserve the right to limit the number of Premium payments we accept on an annual basis. No Premium payment may be less than $100 per Policy without our consent, although we will accept a smaller Premium payment if necessary to keep your Policy in force. We reserve the right to restrict or refuse any Premium payments that exceed the Initial Premium amount shown on your Policy. We also reserve the right not to accept a Premium payment that causes the death benefit to increase by an amount that exceeds the Premium received. Evidence of insurability satisfactory to us may be required before we accept any such Premium.

We will not accept Premium payments that would, in our opinion, cause your Policy to fail to qualify as life insurance under applicable federal tax law. If a Premium payment is made in excess of these limits, we will accept only that portion of the Premium within those limits, and will refund the remainder to you.

Net Premiums.  The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See “Charges and Deductions – Expense Charge Applied to Premium,” on page xx.

Planned Periodic Premiums.  While you are not required to make additional Premium payments according to a fixed schedule, you may select a planned periodic Premium schedule and corresponding billing period, subject to our limits. We will send you reminder notices for the planned periodic Premium, unless you Request to have reminder notices suspended. You are not required, however, to pay the planned periodic Premium; you may increase or decrease the planned periodic Premium subject to our limits, and you may skip a planned payment or make unscheduled payments. Depending on the investment performance of the Divisions you select, the planned periodic Premium may not be sufficient to keep your Policy in force, and you may need to change your planned payment schedule or make additional payments in order to prevent termination of your Policy.

Death Benefits

Death Benefit.  If your Policy is in force at the time of the Insured's death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured's death. The amount payable will be:

• the amount of the selected death benefit option, less

• the value of any Policy Debt on the date of the Insured's death, less

• any accrued and unpaid Policy charges.

We will pay this amount to the Beneficiary in one lump sum, unless the Beneficiary and we agree on another form of settlement. We will pay interest, at a rate not less than that required by law, on the amount of Death Benefit Proceeds, if payable in one lump sum, from the date of the Insured's death to the date of payment.

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In order to meet the definition of life insurance under the Code, section 7702 of the Code defines alternative testing procedures for the minimum death benefit under a Policy. See "Federal Income Tax Considerations - Tax Status of the Policy," on page xx. Your Policy must qualify under the cash value accumulation test (“CVAT”).

Under the CVAT testing procedures, there is a minimum death benefit required at all times equal to your Account Value multiplied by a pre-determined factor. The factors used to determine the minimum death benefit vary by age. The factors (expressed as percentages) used for the CVAT are set forth in your Policy.

The Policy has two death benefit options.

Option 1. The “Level Death” Option. Under this option, the death benefit is –

• the Policy's Total Face Amount on the date of the Insured's death less any partial withdrawals; or, if greater,

• the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to minimize your cost of insurance (monthly risk charge).

Option 2. The “Coverage Plus” Option. Under this option, the death benefit is –

• the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured's death less any partial withdrawals; or, if greater,

• the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

This death benefit option should be selected if you want to maximize your death benefit.

Your Account Value and death benefit fluctuate based on the performance of the investment options you select and the expenses and deductions charged to your account. See the “Account Value” and “Charges and Deductions” sections of this prospectus.

There is no minimum death benefit guarantee associated with this Policy.

C hanges in Death Benefit Option.  After the first Policy Year, but not more than once each Policy Year, you may change the death benefit option by Request. Any change will be effective on the first day of the Policy Month following the date we approve your Request. A maximum administrative fee of $100 will be deducted from your Account Value each time you change your death benefit option.

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:

• If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.

• If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

Changes in Total Face Amount.  You may increase or decrease the Total Face Amount of your Policy at any time within certain limits.

Minimum Changes. Each increase or decrease in the Total Face Amount must be at least $25,000. We reserve the right to change the minimum amount by which you may change the Total Face Amount.

Increases in Total Face Amount. To Request an increase in Total Face Amount, you must provide satisfactory evidence of the Insured's insurability. Once approved by us, an increase will become effective on the Policy Anniversary following our approval of your Request, subject to the deduction of the first Policy Month's monthly risk charge, service charge, any extra risk charge if the Insured is in a rated class and the cost of any riders.

Each increase to the Total Face Amount is considered to be a new segment to the Policy. When an increase is approved, Premium is allocated against the original Policy segment up to the seven-pay Premium limit established

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on the Issue Date. Any excess Premium is then allocated toward the new segment. Each segment will have a separate target Premium associated with it. The expense charge applied to Premium is higher up to target and lower for Premium in excess of the target as described in detail in the “Charges and Deductions” section of this prospectus. The expense charge formula will apply to each segment based on the target Premium for that segment. In addition, each segment will have a new incontestability period and suicide exclusion period as described in the “Other Provisions and Benefits” section of this prospectus.

Decreases in Total Face Amount. A decrease in Total Face Amount will become effective at the beginning of the next Policy Month following our approval of your Request. The Total Face Amount after the decrease must be at least $100,000.

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:

• first, to the most recent increase;

• second, to the next most recent increases, in reverse chronological order; and

• finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Su rrenders.  You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value as of the end of the first Valuation Date after we receive your Request for surrender.

If you withdraw part of the Cash Surrender Value, your Policy's death benefit will be reduced and you may incur taxes and tax penalties.

You may borrow from us using your Account Value as collateral.

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” beginning on page xx of this prospectus.

Partial Withdrawal.  You may Request a partial withdrawal of Account Value at any time while the Policy is in force. The amount of any partial withdrawal must be at least $500 and may not exceed 90% of your Account Value less the value of the Loan Account. A partial withdrawal fee will be deducted from your Account Value for all partial withdrawals after the first made during the same Policy Year. This administrative fee is guaranteed to be no greater than $25. To Request a partial withdrawal, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to request a withdrawal from your Policy. The proceeds of any such partial withdrawal will be payable within seven days of our receipt of the completed Request.

The Death Benefit Proceeds will be reduced by the amount of any partial withdrawals.

Your Account Value will be reduced by the amount of a partial withdrawal. The amount of a partial withdrawal will be withdrawn from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. You cannot repay amounts taken as a partial withdrawal. Any subsequent payments received by us will be treated as additional Premium payments and will be subject to our limitations on Premiums.

A partial withdrawal may have tax consequences. See "Federal Income Tax Considerations-- Tax Treatment of Policy Benefits," beginning on page xx of this prospectus.

Loans

Policy Loans.  You may Request a Policy loan of up to 90% of your Account Value, decreased by the amount of any outstanding Policy Debt on the date the Policy loan is made less any accrued loan interest and less the current

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monthly deductions remaining for the balance of the Policy Year. When a Policy loan is made, a portion of your Account Value equal to the amount of the Policy loan will be allocated to the Loan Account as collateral for the loan. This amount will not be affected by the investment experience of the Series Account while the loan is outstanding and will be subtracted from the Divisions in proportion to the amounts in the Divisions bearing on your Account Value. The minimum Policy loan amount is $500.

The interest rate on the Policy loan will be determined annually, using a simple interest formula, at the beginning of each Policy Year. That interest rate will be guaranteed for that Policy Year and will apply to all Policy loans outstanding during that Policy Year. Interest is due and payable on each Policy Anniversary. Interest not paid when due will be added to the principal amount of the loan and will bear interest at the loan interest rate.

Presently, the maximum interest rate for Policy loans is the Moody's Corporate Bond Yield Average - Monthly Average Corporates, which is published by Moody's Investor Service, Inc. If the Moody’s Corporate Bond Yield Average ceases to be published, the maximum interest rate for Policy loans will be derived from a substantially similar average adopted by your state's Insurance Commissioner.

We must reduce our Policy loan interest rate if the maximum loan interest rate is lower than the loan interest rate for the previous Policy Year by one-half of one percent or more.

We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate. We will send you advance notice of any increase in the Policy loan rate.

Interest will be credited to amounts held in the Loan Account using a compound interest formula. The rate will be no less than the Policy loan interest rate then in effect less a maximum of 0.9%.

All payments we receive from you will be treated as Premium payments unless we have received notice, in form satisfactory to us, that the funds are for loan repayment. If you have a Policy loan, it is generally advantageous to repay the loan rather than make a Premium payment because Premium payments incur expense charges whereas loan repayments do not. Loan repayments will first reduce the outstanding balance of the Policy loan and then accrued but unpaid interest on such loans. We will accept repayment of any Policy loan at any time while the Policy is in force. Amounts paid to repay a Policy loan will be allocated to the Divisions in accordance with your allocation instructions then in effect at the time of repayment. Any amount in the Loan Account used to secure the repaid loan will be allocated back to the Sub-Accounts.

A Policy loan, whether or not repaid, will affect the Death Benefit Proceeds, payable upon the Insured's death, and the Account Value because the investment results of the Divisions do not apply to amounts held in the Loan Account. The longer a loan is outstanding, the greater the effect is likely to be, depending on the investment results of the Divisions while the loan is outstanding. The effect could be favorable or unfavorable.

Lapse and Reinstatement

Lapse and Continuation of Coverage.  If you cease making Premium payments, coverage under your Policy and any riders to the Policy will continue until your Account Value, less any Policy Debt, is insufficient to cover the monthly deduction. When that occurs, the grace period will go into effect.

Grace Period.   If the first day of a Policy Month occurs during the Valuation Period and your Account Value, less any Policy Debt, is not sufficient to cover the monthly deduction for that Policy Month, then your Policy will enter the grace period described below. If you do not pay sufficient additional Premiums during the grace period, your Policy will terminate without value.

The grace period will allow 61 days for the payment of Premium sufficient to keep the Policy in force. Any such Premium must be in an amount sufficient to cover deductions for the monthly risk charge, the service charge, the cost for any riders and any extra risk charge if the Insured is in a rated class for the next two Policy Months. Notice of Premium due will be mailed to your last known address or the last known address of any assignee of record at least 31 days before the date coverage under your Policy will cease. If the Premium due is not paid within the grace period, then the Policy and all rights to benefits will terminate without value at the end of the 61-day period. The

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Policy will continue to remain in force during this grace period. If the Death Benefit Proceeds become payable by us during the grace period, then any due and unpaid Policy charges will be deducted from the amount payable by us.

Termination of Policy.  Your Policy will terminate on the earliest of the date we receive your Request to surrender, the expiration date of the grace period due to insufficient value or the date of death of the Insured. Upon lapse or termination, the Policy no longer provides insurance benefits.

Reinstatement.  Before the Insured's death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:

• you make your reinstatement Request within three years from the date of termination;

• you submit satisfactory Evidence of Insurability to us;

• you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;

• you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and

• you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

A reinstated Policy's Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:

• the Account Value at the time of termination; plus

• net Premiums attributable to Premiums paid to reinstate the Policy; less

• the monthly expense charge; less

• the monthly cost of insurance charge applicable on the date of reinstatement; less

• The expense charge applied to Premium.

The effective date of reinstatement will be the date the application for reinstatement is approved by us.

Deferral of Payment. We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:

• the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;

• the SEC, by order, permits postponement for the protection of Owners; or

• an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

Federal Income Tax Considerations

The following summary provides a general description of the federal income tax considerations associated with the Policy and does not purport to be complete or to cover all situations. This discussion is not intended as tax advice. You should consult counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the Internal Revenue Service’s (the “IRS”) current interpretation of current federal income tax laws. We make no representation as to the likelihood of continuation of the current federal income tax laws or of the current interpretations by the IRS. We do not make any guarantee regarding the tax status of any Policy or any transaction regarding the Policy.

The Policy may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the use of the Policy in any such arrangement is contemplated, you should consult a qualified tax adviser for advice on the tax attributes and consequences of the particular arrangement.

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Tax Status of the Policy

A Policy has certain tax advantages when treated as a life insurance contract within the meaning of section 7702 of the Code. We believe that the Policy meets the section 7702 definition of a life insurance contract and will take whatever steps are appropriate and reasonable to attempt to cause the Policy to comply with section 7702. We reserve the right to amend the Policy to comply with any future changes in the Code, any regulations or rulings under the Code and any other requirements imposed by the IRS.

Diversification of Investments.  Section 817(h) of the Code requires that the investments of each Division of the Series Account be “adequately diversified” in accordance with certain Treasury Department regulations. Disqualification of the Policy as a life insurance contract for failure to comply with the diversification requirements would result in the imposition on you of federal income tax at ordinary income tax rates with respect to the earnings allocable to the Policy in the year of the failure and all prior years prior to the receipt of payments under the Policy. We believe that the Divisions will be adequately diversified.

Policy 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 your ownership rights under the Policy would result in your being treated as the Owner of the assets of the Policy 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 Policy as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Policy.

The following discussion assumes that your Policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Benefits

Life Insurance Death Benefit Proceeds.  In general, the amount of the Death Benefit Payable under your Policy is excludible from your Beneficiary’s gross income under the Code.

If the death benefit is not received in a lump sum and is, instead, applied under a proceeds option agreed to by us and the Beneficiary, payments generally will be prorated between amounts attributable to the death benefit, which will be excludible from the Beneficiary's income, and amounts attributable to interest (occurring after the Insured's death), which will be includable in the Beneficiary's income.

Tax Deferred Accumulation.  Any increase in your Account Value is generally not taxable to you. If you receive or are deemed to receive amounts from the Policy before the Insured dies, see the following section entitled “Distributions” for a more detailed discussion of the taxability of such payments.

Depending on the circumstances, any of the following transactions may have federal income tax consequences:

• the exchange of a Policy for a life insurance, endowment or annuity contract;

• a change in the death benefit option;

• a Policy loan;

• a partial surrender;

• a complete surrender;

• a change in the ownership of a Policy;

• a change of the named Insured; or

• an assignment of a Policy.

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In addition, federal, state and local transfer and other tax consequences of ownership or receipt of Death Benefit Proceeds will depend on your circumstances and those of the named Beneficiary. Whether partial withdrawals (or other amounts deemed to be distributed) constitute income subject to federal income tax depends, in part, upon whether your Policy is considered a MEC.

Surrenders.  If you surrender your Policy, you will recognize ordinary income to the extent the Account Value exceeds the “investment in the contract,” which is generally the total of Premiums and other consideration paid for the Policy, less all amounts previously received under the Policy to the extent those amounts were excludible from gross income.

Modified Endowment Contracts.  Section 7702A of the Code treats certain life insurance contracts as MECs. In general, a Policy will be treated as a MEC if total Premiums paid at any time during the first seven Policy Years exceed the sum of the net level Premiums which would have been paid on or before that time if the Policy provided for paid-up future benefits after the payment of seven level annual Premiums (“seven-pay test”). In addition, a Policy may be treated as a MEC if there is a "material change" to the Policy.

We will monitor your Premium payments and other Policy transactions and notify you if a payment or other transaction might cause your Policy to become a MEC. We will not invest any Premium or portion of a Premium that would cause your Policy to become a MEC without instruction to do so from you. We will promptly notify you or your agent of the excess cash received. We will not process the Premium payment unless we receive a MEC acceptance form or Policy change form within 48 hours of receipt of the excess funds. If paperwork is received that allows us to process the excess cash, the effective date will be the date of the new paperwork.

Further, if a transaction occurs which decreases the Total Face Amount of your Policy during the first seven years, we will retest your Policy, as of the date of its purchase, based on the lower Total Face Amount to determine compliance with the seven-pay test. Also, if a decrease in Total Face Amount occurs within seven years of a “material change,” we will retest your Policy for compliance as of the date of the "material change." Failure to comply in either case would result in the Policy's classification as a MEC regardless of our efforts to provide a payment schedule that would not otherwise violate the seven-pay test.

The rules relating to whether a Policy will be treated as a MEC are complex and cannot be fully described in the limited confines of this summary. Therefore, you should consult with a competent tax adviser to determine whether a particular transaction will cause your Policy to be treated as a MEC.

Distributions

Distributions Under a Policy That Is Not a MEC.  If your Policy is not a MEC, a distribution is generally treated first as a tax-free recovery of the “investment in the contract,” and then as a distribution of taxable income to the extent the distribution exceeds the "investment in the contract." An exception is made for cash distributions that occur in the first 15 Policy Years as a result of a decrease in the death benefit or other change that reduces benefits under the Policy that are made for purposes of maintaining compliance with section 7702. Such distributions are taxed in whole or part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in section 7702.

If your Policy is not a MEC, Policy loans and loans secured by the Policy are generally not treated as distributions. Such loans are instead generally treated as your indebtedness.

Finally, if your Policy is not a MEC, distributions (including distributions upon surrender), Policy loans and loans secured by the Policy are not subject to the ten percent additional tax applicable to distributions from a MEC.

Distributions Under Modified Endowment Contracts.  If treated as a MEC, your Policy will be subject to the following tax rules:

• First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the "investment in the contract" at the time of the distribution.

• Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.

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• Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loan, or loan secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:

1. is made when the taxpayer is age 59 ¹/2 or older;

2. is attributable to the taxpayer becoming disabled; or

3. is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary’s life (or life expectancies).

Multiple Policies.  All MECs issued by us (or our affiliates) to you during any calendar year will be treated as a single MEC for purposes of determining the amount of a Policy distribution that is taxable to you.

Treatment When Insured Reaches Attained Age 121.  As described above, when the Insured reaches Attained Age 121, we will issue you a “paid-up” life insurance Policy. We believe that the paid-up life insurance Policy will continue to qualify as a “life insurance contract” under the Code. However, there is some uncertainty regarding this treatment. It is possible, therefore, that you would be viewed as constructively receiving the Cash Surrender Value in the year in which the Insured attains age 121 and would realize taxable income at that time, even if the Death Benefit Proceeds were not distributed at that time. In addition, any outstanding Policy Debt will be repaid at that time. This repayment may be treated as a taxable distribution to you, if your contract is not a MEC.

The IRS has issued Revenue Procedure 2010-28 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2010-28, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2010-28 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of [the Age 100 Safe Harbor].”

Federal Income Tax Withholding.  We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions.

Actions to Ensure Compliance with the Tax Law.  We believe that the maximum amount of Premiums we intend to permit for the Policies will comply with the Code definition of a “life insurance contract.” We will monitor the amount of your Premiums, and, if you pay a Premium during a Policy Year that exceeds those permitted by the Code, we will promptly refund the Premium or a portion of the Premium before any allocation to the Funds. We reserve the right to increase the death benefit (which may result in larger charges under a Policy) or to take any other action deemed necessary to ensure the compliance of the Policy with the federal tax definition of a life insurance contract.

Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy.  Where a Policy is owned by other than a natural person, the Owner’s ability to deduct interest on business borrowing unrelated to the Policy can be impacted as a result of its ownership of cash value life insurance. No deduction will be allowed for a portion of a taxpayer’s otherwise deductible interest expense unless the Policy covers only one individual, and such individual is, at the time first covered by the Policy, a 20 percent owner of the trade or business entity that owns the Policy, or an officer, director, or employee of such trade or business.

Although this limitation generally does not apply to Policies held by natural persons, if a trade or business (other than one carried on as a sole proprietorship) is directly or indirectly the Beneficiary under a Policy (e.g., pursuant to a split-dollar agreement), the Policy will be treated as held by such trade or business. The effect will be that a portion of the trade or business entity’s deduction for its interest expenses will be disallowed unless the above exception for a 20 percent owner, employee, officer or director applies.

The portion of the entity’s interest deduction that is disallowed will generally be a pro rata amount which bears the same ratio to such interest expense as the taxpayer’s average unborrowed cash value bears to the sum of the taxpayer’s average unborrowed cash value and average adjusted bases of all other assets. Any corporate or business use of the life insurance should be carefully reviewed by your tax adviser with attention to these rules as well as any other rules and possible tax law changes that could occur with respect to corporate-owned life insurance.

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Employer-Owned Life Insurance.  The Pension Protection Act of 2006 added a new section to the Code that denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

Split Dollar Life Insurance.  A tax adviser should also be consulted with respect to the 2003 split dollar regulations if you have purchased or are considering the purchase of a Policy for a split dollar insurance plan. Any business contemplating the purchase of a new life insurance contract or a change in an existing contract should consult a tax adviser.

Alternative Minimum Tax.  There may also be an indirect tax upon the income in the Policy or the proceeds of a Policy under the federal corporate alternative minimum tax, if the policy owner is subject to that tax.

Other Employee Benefit Programs.   Complex rules may apply when a Policy is held by an employer or a trust, or acquired by an employee, in connection with the provision of employee benefits. These Policy owners also must consider whether the Policy was applied for by, or issued to, a person having an insurable interest under applicable state law, as the lack of insurable interest may, among other things, affect the qualification of the Policy as life insurance for federal income tax purposes and the right of the Beneficiary to death benefits. Employers and employer-created trusts may be subject to reporting, disclosure and fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended. You should consult your legal adviser.

Policy Loan Interest.  Generally, no tax deduction is allowed for interest paid or accrued on any indebtedness under a Policy.

Our Taxes.  We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations. Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Omnibus Budget Reconciliation Act of 1990, we are generally required to capitalize and amortize certain Policy acquisition expenses over a ten year period rather than currently deducting such expenses. This so-called “deferred acquisition cost” tax (“DAC tax”) applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate income taxes.

A portion of the expense charges applied to Premium is used to offset the federal, state or local taxes that we incur which are attributable to the Series Account or the Policy. We reserve the right to adjust the amount of this charge.

Summary.

• We do not make any guarantees about the Policy's tax status.

• We believe the Policy will be treated as a life insurance contract under federal tax laws.

• Death benefits generally are not subject to federal income tax.

• Investment gains are normally not taxed unless distributed to you before the Insured dies.

• If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.

• If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.

Corporate Tax Shelter Requirements

The Company does not believe that any purchase of a Policy by an Owner pursuant to this offering will be subject to the tax shelter registration, customer list or reporting requirements under the Code and implementing regulations.

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All Owners that are corporations are advised to consult with their own tax and/or legal counsel and advisers, to make their own determination as to the applicability of the disclosure requirements of IRC § 6011 and Treas. Reg. Section 1.6011-4 to their federal income tax returns.

Legal Proceedings

There are no pending legal proceedings that would have an adverse material effect on the Series Account or on GWFS. Great-West is engaged in various kinds of routine litigation that, in our judgment, is not material to its total assets or material with respect to the Series Account.

Legal Matters

Beverly A. Byrne, Chief Compliance Officer & Legal Counsel, Financial Services, of Great-West, has passed upon all matters of Colorado law pertaining to the Policy, including the validity of the Policy and our right to issue the Policy under Colorado law. The law firm of Jorden Burt LLP, 1025 Thomas Jefferson St., N.W., Suite 400 East, Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

Financial Statements

Great-West's consolidated financial statements, which are included in the Statement of Additional Information (“SAI”), should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.

The SAI is a document that includes additional information about the Series Account, including the financial statements of both Great-West and of each of the Divisions of the Series Account. The SAI is incorporated by reference as a matter of law into the prospectus, which means that it is legally part of the prospectus. The SAI is available upon request, without charge. To request the SAI or other information about the Policy, or to make any inquires about the Policy, contact Great-West toll-free at 888-353-2654 or via email at keybizdirect@gwl.com.

Information about the Series Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Series Account are available on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing at the Public Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549-0102.

Investment Company Act File No. 811-09201

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Appendix A – Glossary of Terms

Unless otherwise defined in this prospectus, capitalized terms shall have the meaning set forth below.

Account Value – The sum of the value of your interests in the Divisions, the Fixed Account and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy.

Attained Age – The age of the Insured, nearest birthday, as of the Policy Date and each Policy Anniversary thereafter.

Beneficiary – The person(s) named by the Owner to receive the Death Benefit Proceeds upon the death of the Insured.

Business Day – Any day that we are open for business. We are open for business every day that the NYSE is open for trading.

Cash Surrender Value – is equal to:

(a) Account Value on the effective date of the surrender; less

(b) outstanding Policy loans and accrued loan interest, if any; less

(c) any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111, or such other address as we may hereafter specify to you by written notice.

Death Benefit Proceeds – The amount determined in accordance with the terms of the Policy which is payable at the death of the Insured. This amount is the death benefit, decreased by the amount of any outstanding Policy Debt, and increased by the amounts payable under any supplemental benefits.

Divisions – Divisions into which the assets of the Series Account are divided, each of which corresponds to and contains shares of a Fund. Divisions may also be referred to as "investment divisions" or “sub-accounts” in the prospectus, SAI or Series Account financial statements.

Due Proof – Such evidence as we may reasonably require in order to establish that Death Benefit Proceeds are due and payable.

Effective Date – The date on which the first Premium payment is credited to the Policy.

Evidence of Insurability – Information about an Insured that is used to approve or reinstate this Policy or any additional benefit.

Fixed Account – A division of our General Account that provides a fixed interest rate. This account is not part of and does not depend on the investment performance of the Sub-Accounts. The Fixed Account is not an available option for Pre-2009 Policies.

Fund – An underlying mutual fund in which a Division invests. Each Fund is an investment company registered with the SEC or a separate investment series of a registered investment company.

General Account – All of our assets other than those held in a separate investment account.

Initial Premium – The initial Premium amount specified in a Policy.

Insured – The person whose life is insured under the Policy.

Issue Age – The Insured’s age as of the Insured’s birthday nearest the Policy Date.

Issue Date – The date on which we issue a Policy.

A-1

Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The Loan Account is not part of the Series Account.

Loan Account Value – The sum of all outstanding loans plus credited loan interest for this Policy.

MEC – Modified Endowment Contract. For more information regarding MECs, see “Modified Endowment Contracts” on page xx.

NYSE – New York Stock Exchange.

Owner – The person(s) named in the application who is entitled to exercise all rights and privileges under the Policy, while the Insured is living. The purchaser of the Policy will be the Owner unless otherwise indicated in the application.

Policy Anniversary – The same day in each succeeding year as the day of the year corresponding to the Policy Date.

Policy Date – The effective date of coverage under this Policy. The Policy Months, Policy Years and Policy Anniversaries are measured from the Policy Date.

Policy Debt – The principal amount of any outstanding loan against the Policy plus accrued but unpaid interest on such loan.

Policy Month – The one-month period commencing on the same day of the month as the Policy Date.

Policy Year – The one-year period commencing on the Policy Date or any Policy Anniversary and ending on the next Policy Anniversary.

Pre-2009 Policy – A Policy issued before January 1, 2009. Owners of a Pre-2009 Policy may continue to make additional premium payments. For information about how the Pre-2009 Policy differs from the Policy that we offer until April 30, 2011, please see Appendix B.

Premiums – Amounts received and allocated to the Sub-Account(s) prior to any deductions.

Request – Any instruction in a form, written, telephoned or computerized, satisfactory to the Company and received in good order at the Corporate Headquarters from the Owner or the Owner’s assignee (as specified in a form acceptable to the Company) or the Beneficiary, (as applicable) as required by any provision of this Policy or as required by the Company. The Request is subject to any action taken or payment made by the Company before it was processed.

SEC – The United States Securities and Exchange Commission.

Series Account – The segregated investment account established by the Company as a separate account under Colorado law named the COLI VUL –2 Series Account. It is registered as a unit investment trust under the 1940 Act.

Sub-Account – Sub-division(s) of the Owner's Account Value containing the value credited to the Owner from the Series Account. Sub-Accounts may also be referred to as “investment divisions” or “Divisions” in the prospectus, SAI or Series Account financial statements.

Surrender Benefit – Account Value less any outstanding Policy loans and less accrued loan interest.

Total Face Amount – The amount of life insurance coverage you request as specified in your Policy.

Transaction Date – The date on which any Premium payment or Request from the Owner will be processed by the Company. Premium payments and Requests received after 4:00 p.m. EST/EDT will be deemed to have been received on the next Business Day. Requests will be processed and the Sub-Account value will be valued on the day that the Premium payments or Request is received and the NYSE is open for trading.

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Transfer – The moving of money from one or more Division(s) or the Fixed Account to one or more Division(s) or the Fixed Account.

Unit – An accounting unit of measurement that we use to calculate the value of each Division.

Unit Value – The value of each Unit in a Division.

Valuation Date – The date on which the net asset value of each Fund is determined. A Valuation Date is each day that the NYSE is open for regular business. The value of a Division’s assets is determined at the end of each Valuation Date (generally 4:00 p.m. EST/EDT). To determine the value of an asset on a day that is not a Valuation Date, the value of that asset as of the end of the previous Valuation Date will be used.

Valuation Period – The period of time from one determination of Unit Values to the next following determination of Unit Values. We will determine Unit Value for each Valuation Date as of the close of the NYSE (generally 4:00 p.m. EST/EDT) on that Valuation Date.

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Appendix B –

Information About How a Pre-2009 Policy and Optional Term Insurance Rider

(Issued Prior to January 1, 2009) Differs from the Policy and Optional Rider that

We Issued until April 30, 2011

Prior to January 1, 2009, we issued and earlier version of this Policy (the “Pre-2009 Policy”). The Pre-2009 Policy is no longer offered for sale. However, many Pre-2009 Policies remain outstanding and most of the information in the prospectus is applicable. However, this Appendix B explains the differences between the Pre-2009 Policy from the description in the rest of the prospectus, which describes Policies we issued until April 30, 2011. If you own a Pre-2009 (issued prior to January 1, 2009), you should read this Appendix B for information as to your Pre-2009 Policy differs from the Policy described in the rest of the prospectus.

1. Different Cost of Insurance Charge Amounts

Certain information as to how we calculate the cost of insurance changes for the Policy we issued until April 30, 2011 is set forth under “Monthly Risk Rates” on page XX of the prospectus. That discussion applies to the Pre-2009 policy with one exception. References to the 2001 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table do not apply to the Pre-2009 Policy. Instead, these statements would refer to the 1980 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table.

The cost of insurance charges under the Pre-2009 Policy differ from those charged under the Policy issued on or after January 1, 2009 as provided in the tables below. Specifically, under the Pre-2009 Policy the minimum cost of insurance charge is $.08 per $1000 and under a Policy issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

2. Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Pre-2009 Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Pre-2009 Policy, surrender the Pre-2009 Policy, or Transfer cash value between investment options.

Transaction Fees

Charge	When Charge is Deducted	Amount Deducted
Maximum Sales Charge Imposed on Premium	Upon each Premium payment	Maximum: 6.5% of Premium Current: 5.5% of Premium up to target and 3.0% of Premium in excess of target
Partial Withdrawal Fee	Upon partial withdrawal	Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.
Change of Death Benefit Option Fee	Upon change of option	Maximum: $100 deducted from Account Value for each change of death benefit option.
Premium Tax	Upon each Premium payment	Maximum: 3.5% of Premium

B-1

Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same calendar year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

The next table describes the fees and expenses that you will pay periodically during the time that you own the Pre-2009 Policy, not including Fund fees and expenses.

Periodic Charges Other Than Fund Operating Expenses

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
Minimum & Maximum Cost of Insurance Charge	Monthly	Guaranteed:       Minimum: $0.08 per $1000.       Maximum: $83.33 per $1000.
Cost of Insurance Charge for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed:       $0.41 per $1000.
Mortality and Expense Risk Fees	Upon each Valuation Date	Guaranteed: 0.90% annually. Current: 0.40% for Policy Years 1-5, 0.25% for Policy Years 6-20, and 0.10% thereafter.
Service Charge	Monthly	Maximum: $15/month Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+

¹ The cost of insurance will vary based on individual characteristics. The cost of insurance shown in the table is a sample illustration only and may not be representative of the charge that a particular Owner of the Pre-2009 Policy will pay. Owners may obtain more information about their particular cost of insurance by contacting us at 888-353-2654.

B-2

Supplemental Benefit Charges

The charges for the rider you selected are deducted monthly from your Account Value as part of the Monthly Deduction described on page XX of this prospectus. The benefits provided under each rider are summarized in “Other Provisions and Benefits” beginning on page XX.

Change of Insured Rider	Upon change of Insured	Minimum: $100 per change.       Maximum: $400 per change.
Change of Insured Rider for a 46-year old  Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)		$400 per change.
Term Life Insurance Rider	Monthly	Guaranteed:       Minimum COI: $0.08 per $1000.       Maximum COI: $83.33 per $1000.
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed:       $0.41 per $1000.

3. Paid-Up Life Insurance

For the Pre-2009 Policy, if the Insured reached Attained Age 100 and the Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase “paid-up” insurance. This is different from the age disclosed on pages XX, XX and XX of the prospectus for the Policy that we issued until April 30, 2011.

4. Term Life Insurance Rider

For the Pre-2009 Policy, the rider is renewable annually until the Insured’s Attained Age 100. This is different from the age disclosed on page of the prospectus for the Policy that we issued until April 30, 2011. In addition, the cost of insurance charges under the Pre-2009 Policy Term Life Insurance Rider differ from those charged under the Term Life Insurance Rider issued on or after January 1, 2009 as provided in the table above. Specifically, under the Pre-2009 Policy Term Life Insurance Rider, the minimum cost of insurance charge is $.08 per $1000 and under a Term Life Insurance Rider issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

5. Fixed Account

For the Pre-2009 Policy, the Fixed Account is not an available investment option.

6. Definition of Account Value

Because the Fixed Account is not an option for Pre-2009 Policies, the term of Account Value is defined as “the sum of the value of your interests in the Divisions and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under the Policy.”

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COLI VUL-2 SERIES ACCOUNT

Flexible Premium Variable

Universal Life Insurance Policies

Issued by:

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus. It contains information in addition to the information in the prospectus for the Policy. The prospectus for the Policy, which we may amend from time to time, contains the basic information you should know before purchasing a Policy. This Statement of Information should be read in conjunction with the prospectus, dated May 1, 2012, which is available without charge by contacting Great-West Life & Annuity Insurance Company at (888) 353-2654 or via e-mail at keybizdirect@gwl.com.

May 1, 2012

Table of Contents

General Information and History of Great-West and the Series Account	3
State Regulation	3
Independent Registered Public Accounting Firm	3
Underwriters	3
Underwriting Procedures	4
Illustrations	4
Financial Statements	4

2

General Information and History of Great-West and the Series Account

Great-West Life & Annuity Insurance Company (“Great-West,” the “Company,” “we” or “us”) is a stock life insurance company that was originally organized under the laws of the state of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963 and to Insuramerica Corporation prior to changing to our current name in February 1982. In September 1990, we redomesticated under the laws of Colorado.

We are authorized to do business in forty-nine states, the District of Columbia, Puerto Rico, U.S. Virgin Islands and Guam. We issue individual and group life insurance policies and annuity contracts and accident and health insurance policies.

Great-West 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.

We established the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) in accordance with Colorado law on November 25, 1997. The Series Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940.

State Regulation

We are subject to the laws of Colorado governing life insurance companies and to regulation by Colorado’s Commissioner of Insurance, whose agents periodically conduct an examination of our financial condition and business operations. We are also subject to the insurance laws and regulations of all the jurisdictions in which we are authorized to do business.

We are required to file an annual statement with the insurance regulatory authority of those jurisdictions where we are authorized to do business relating to our business operations and financial condition as of December 31^st of the preceding year.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 555 Seventeenth Street, Suite 3600, Denver, CO 80202, serves as the Company’s and the Series Account’s independent registered public accounting firm. Deloitte & Touche LLP audits financial statements for the Company and the Series Account and provides other audit, tax, and related services.

The financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company and the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries included in this Prospectus and elsewhere in the Registration Statement 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, and both have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Underwriters

The offering of the Policy is made on a continuous basis by GWFS Equities, Inc. (“GWFS Equities”), an indirect wholly owned subsidiary of Great-West, whose principal business address is 8515 East Orchard Road, Greenwood Village, Colorado 80111. GWFS Equities is registered with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

3

GWFS Equities has received no underwriting commissions in connection with this offering in each of the last three fiscal years.

Licensed insurance agents will sell the Policy in those states where the Policy may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Exchange Act, which are members of FINRA and which have entered into selling agreements with GWFS Equities. GWFS Equities also acts as the general distributor of certain annuity contracts issued by us. The maximum sales commission payable to our agents, independent registered insurance agents and other registered broker-dealers is 70% of Premium up to the first year target Premium and 7% of the portion of the first year Premium above the target. In addition, asset-based trail commissions may be paid. A sales representative may be required to return all or a portion of the commissions paid if: (i) a Policy terminates prior to the second Policy Anniversary; or (ii) a Policy is surrendered for the Surrender Benefit within the first six Policy Years and applicable state insurance law permits a return of expense charge.

Underwriting Procedures

We will issue on a fully underwritten basis applicants up to 300% of our standard current mortality assumptions. We will issue on a simplified basis based on case characteristics, such as required Policy size, average age of group and the industry of the group using our standard mortality assumptions. We will issue on a guaranteed basis for larger groups based on case characteristics such as the size of the group, Policy size, average age of group, industry, and group location.

Illustrations

Upon Request, we will provide you an illustration of Cash Surrender Value, Account Value and death benefits. The first illustration you Request during a Policy Year will be provided to you free of charge. Thereafter, each additional illustration Requested during the same Policy Year will be provided to you for a nominal fee not to exceed $50.

Financial Statements

The consolidated financial statements of Great-West as contained herein should be considered only as bearing upon Great-West's ability to meet its obligations under the Policies, and they should not be considered as bearing on the investment performance of the Series Account. The variable interest of Owners under the Policies are affected solely by the investment results of the Series Account. The financial statements of the Series Account are also included herein.

4

Great-West Life & Annuity

Insurance Company

(a wholly-owned subsidiary of

GWL&A Financial Inc.)

Consolidated Balance Sheets as of December 31, 2011 and 2010 and Related Consolidated 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, 2011 and Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Great-West Life & Annuity Insurance Company

Greenwood Village, Colorado

We have audited the accompanying consolidated balance sheets of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedule. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated 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 consolidated financial statements present fairly, in all material respects, the financial position of Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 29, 2012

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2011 and 2010

(In Thousands, Except Share Amounts)

	December 31,
	2011		2010
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost $15,586,970 and $15,382,402)	$	16,589,783	$	15,943,057
Fixed maturities, held for trading, at fair value (amortized cost $134,591 and $134,587)		147,526		144,174
Mortgage loans on real estate (net of allowances of $21,130 and $16,300)		2,513,087		1,722,422
Policy loans		4,219,849		4,059,640
Short-term investments, available-for-sale (cost approximates fair value)		332,764		964,507
Limited partnership and other corporation interests		169,233		210,146
Other investments		22,990		24,650
Total investments		23,995,232		23,068,596
Other assets:
Cash		7,593		4,476
Reinsurance receivable		616,336		594,997
Deferred acquisition costs and value of business acquired		343,449		306,948
Investment income due and accrued		248,114		239,345
Collateral under securities lending agreements		7,099		51,749
Due from parent and affiliates		114,697		203,231
Goodwill		105,255		105,255
Other intangible assets		21,855		25,642
Other assets		505,401		475,994
Assets of discontinued operations		39,621		62,091
Separate account assets		22,331,391		22,489,038
Total assets	$	48,336,043	$	47,627,362

See notes to consolidated financial statements. (Continued)

2

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2011 and 2010

(In Thousands, Except Share Amounts)

	December 31,
	2011		2010
Liabilities and stockholder’s equity
Policy benefit liabilities:
Future policy benefits	$	21,828,274	$	20,420,875
Policy and contract claims		310,455		293,383
Policyholders’ funds		382,816		372,980
Provision for policyholders’ dividends		64,710		66,244
Undistributed earnings on participating business		11,105		6,803
Total policy benefit liabilities		22,597,360		21,160,285
General liabilities:
Due to parent and affiliates		538,561		537,474
Repurchase agreements		-		936,762
Commercial paper		97,536		91,681
Payable under securities lending agreements		7,099		51,749
Deferred income tax liabilities, net		197,729		57,798
Other liabilities		532,327		460,310
Liabilities of discontinued operations		39,616		62,042
Separate account liabilities		22,331,391		22,489,038
Total liabilities		46,341,619		45,847,139
Commitments and contingencies
Stockholder’s equity:
Preferred stock, $1 par value, 50,000,000 shares authorized; none issued and outstanding		-		-
Common stock, $1 par value, 50,000,000 shares authorized; 7,032,000 shares issued and outstanding		7,032		7,032
Additional paid-in capital		768,247		764,644
Accumulated other comprehensive income		445,372		242,516
Retained earnings		773,773		766,031
Total stockholder’s equity		1,994,424		1,780,223
Total liabilities and stockholder’s equity	$	48,336,043	$	47,627,362

See notes to consolidated financial statements. (Concluded)

3

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Income

Years Ended December 31, 2011, 2010 and 2009

(In Thousands)

	Year ended December 31,
	2011			2010			2009
Revenues:
Premium income, net of premiums ceded of $40,720, $41,474 and $48,761	$	523,216		$	805,622		$	560,252
Fee income		486,795			447,954			386,201
Net investment income		1,158,486			1,174,744			1,149,084
Realized investment gains (losses), net:
Total other-than-temporary losses		(19,467	)		(96,648	)		(112,764	)
Other-than-temporary losses transferred to other comprehensive income		10,005			16,747			13,422
Other realized investment gains, net		33,957			55,406			31,802
Total realized investment gains (losses), net		24,495			(24,495	)		(67,540	)
Total revenues		2,192,992			2,403,825			2,027,997
Benefits and expenses:
Life and other policy benefits, net of reinsurance recoveries of $36,876, $30,678 and $47,077		645,567			628,895			590,456
Increase in future policy benefits		18,828			320,167			109,728
Interest paid or credited to contract holders		529,349			518,918			552,620
Provision for policyholders’ share of earnings on participating business		2,884			2,197			1,245
Dividends to policyholders		67,334			70,230			72,755
Total benefits		1,263,962			1,540,407			1,326,804
General insurance expenses		535,636			498,386			435,478
Amortization of deferred acquisition costs and value of business acquired		41,634			50,741			62,274
Interest expense		37,462			37,421			37,508
Total benefits and expenses, net		1,878,694			2,126,955			1,862,064
Income from continuing operations before income taxes		314,298			276,870			165,933
Income tax expense		100,203			72,515			41,433
Income from continuing operations		214,095			204,355			124,500
Loss from discontinued operations, net of income tax benefit of $-, $900 and $ -		-			(1,600	)		-
Net income	$	214,095		$	202,755		$	124,500

See notes to consolidated financial statements.

4

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Stockholder’s Equity

Years ended December 31, 2011, 2010 and 2009

(In Thousands)

					Accumulated Other Comprehensive Income (Loss)
	Common stock		Additional paid-in capital		Unrealized gains (losses) on securities			Employee benefit plan adjustments			Retained earnings			Total
Balances, January 1. 2009	$	7,032	$	756,912	$	(691,594	)	$	(71,079	)	$	615,847		$	617,118
Net income												124,500			124,500
Other comprehensive income (loss), net of income taxes:
Non-credit component of impaired losses on fixed maturities available-for-sale						(4,367	)								(4,367	)
Net change in unrealized gains (losses)						614,379									614,379
Employee benefit plan adjustment									28,468						28,468
Total comprehensive income															762,980
Impact of adopting ASC section 320-10-65 “Investments - Debt and Equity Securities” on available-for-sale securities, net of tax						(8,528	)					8,528			-
Dividends												(24,682	)		(24,682	)
Capital contribution - stock-based compensation				2,181											2,181
Income tax benefit on stock-based compensation				2,237											2,237
Balances, December 31, 2009		7,032		761,330		(90,110	)		(42,611	)		724,193			1,359,834
Net income												202,755			202,755
Other comprehensive income (loss), net of income taxes:
Non-credit component of impaired losses on fixed maturities available-for-sale						6,346									6,346
Net change in unrealized gains (losses)						372,233									372,233
Employee benefit plan adjustment									(3,342	)					(3,342	)
Total comprehensive income															577,992
Dividends												(160,917	)		(160,917	)
Capital contribution - stock-based compensation				1,855											1,855
Income tax benefit on stock-based compensation				1,459											1,459
Balances, December 31, 2010		7,032		764,644		288,469			(45,953	)		766,031			1,780,223
Net income												214,095			214,095
Other comprehensive income (loss), net of income taxes:
Non-credit component of impaired losses on fixed maturities available-for-sale						13,590									13,590
Net change in unrealized gains (losses)						221,484									221,484
Employee benefit plan adjustment									(32,218	)					(32,218	)
Total comprehensive income															416,951
Dividends												(206,353	)		(206,353	)
Capital contribution - stock-based compensation				1,786											1,786
Income tax benefit on stock-based compensation				1,817											1,817
Balances, December 31, 2011	$	7,032	$	768,247	$	523,543		$	(78,171	)	$	773,773		$	1,994,424

See notes to consolidated financial statements.

5

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years ended December 31, 2011, 2010 and 2009

(In Thousands)

	Year ended December 31,
	2011			2010			2009
Cash flows from operating activities:
Net income	$	214,095		$	202,755		$	124,500
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings allocated to participating policyholders		2,884			2,197			1,245
Amortization of premiums / (accretion of discounts) on investments, net		(41,220	)		(44,096	)		(59,048	)
Net realized (gains) losses on investments		(62,088	)		26,665			85,627
Net proceeds / (purchases) of trading securities		3,597			901			(97,474	)
Interest credited to contractholders		525,347			514,002			546,429
Depreciation and amortization		60,908			65,938			80,227
Deferral of acquisition costs		(88,165	)		(80,020	)		(74,642	)
Deferred income taxes		30,002			37,524			94,096
Other, net		(4,037	)		(9,834	)		2,911
Changes in assets and liabilities:
Policy benefit liabilities		(148,298	)		135,731			59,227
Reinsurance receivable		1,131			4,594			8,898
Investment income due and accrued		(8,769	)		(13,896	)		(79,674	)
Other assets		(8,176	)		9,256			(26,924	)
Other liabilities		45,515			(112,002	)		(86,125	)
Net cash provided by operating activities		522,726			739,715			579,273
Cash flows from investing activities:
Proceeds from sales, maturities and redemptions of investments:
Fixed maturities, available-for-sale		5,373,914			4,515,507			3,639,252
Mortgage loans on real estate		96,848			158,246			96,160
Limited partnership interests, other corporation interests and other investments		58,872			90,235			53,877
Purchases of investments:
Fixed maturities, available-for-sale		(6,405,522	)		(5,355,943	)		(3,975,219	)
Mortgage loans on real estate		(899,234	)		(331,843	)		(281,962	)
Limited partnership interests, other corporation interests and other investments		(7,874	)		(19,528	)		(13,598	)
Net change in short-term investments		1,576,779			(919,023	)		(360,896	)
Net change in repurchase agreements		(936,762	)		445,424			289,259
Policy loans, net		(41,408	)		24,257			(625	)
Purchases of furniture, equipment and software		(19,990	)		-			-
Net cash used in investing activities		(1,204,377	)		(1,392,668	)		(553,752	)

See notes to consolidated financial statements. (Continued)

6

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years ended December 31, 2011, 2010 and 2009

(In Thousands)

	Year ended December 31,
	2011			2010			2009
Cash flows from financing activities:
Contract deposits	$	2,544,213		$	2,234,984		$	1,921,471
Contract withdrawals		(1,716,544	)		(1,570,767	)		(1,660,454	)
Change in due to/from parent and affiliates		87,743			(16,274	)		(141,770	)
Dividends paid		(206,353	)		(160,917	)		(24,682	)
Net commercial paper borrowings		5,855			(5,932	)		446
Change in bank overdrafts		(31,963	)		3,898			19,857
Income tax benefit of stock option exercises		1,817			1,459			2,237
Net cash provided by financing activities		684,768			486,451			117,105
Net increase (decrease) in cash		3,117			(166,502	)		142,626
Cash, beginning of year		4,476			170,978			28,352
Cash, end of year	$	7,593		$	4,476		$	170,978
Supplemental disclosures of cash flow information:
Net cash paid (received) during the year for:
Income taxes	$	(121,436	)	$	33		$	(44,878	)
Income tax payments withheld and remitted to taxing authorities		53,630			56,664			55,055
Interest		37,463			37,421			37,508
Non-cash investing and financing transactions during the years:
Share-based compensation expense	$	1,786		$	1,855		$	2,181
Fair value of assets acquired in settlement of fixed maturity investments		13,021			-			-
Real estate acquired in satisfaction of debt		2,140			-			-

See notes to consolidated financial statements. (Concluded)

7

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

1. Organization and Significant Accounting Policies

Organization

Great-West Life & Annuity Insurance Company (“GWLA”) and its subsidiaries (collectively, the “Company”) is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a holding company formed in 1998. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. Inc. (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”). The Company offers a wide range of life insurance, retirement and investment products to individuals, businesses and other private and public organizations throughout the United States. The Company is an insurance company domiciled in the State of Colorado and is subject to regulation by the Colorado Division of Insurance.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and the accounts of its subsidiaries over which it exercises control. Intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain amounts have been reclassified to conform to current year presentation.

Use of Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles require 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 items and matters such as, but not limited to, the valuation of investments in the absence of quoted market values (including derivative financial instruments), impairment of investments, accounting for derivative financial instruments, valuation of policy benefit liabilities, valuation of deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”), accounting for employee benefits plans and accounting for income taxes and the valuation of deferred tax assets. Actual results could differ from those estimates. However, in the opinion of management, these consolidated financial statements include normal recurring adjustments necessary for the fair presentation of the Company’s financial position and the results of its operations.

Summary of Significant Accounting Policies

Investments

Investments are reported as follows:

1. The Company classifies the majority of its fixed maturity investments as available-for-sale. Included in fixed maturities are perpetual debt investments which primarily consist of junior subordinated debt instruments that have no stated maturity date but pay fixed or floating interest in perpetuity. All available-for-sale fixed maturity investments are recorded at fair value with the related net unrealized gain or loss, net of policyholder related amounts and deferred taxes, recorded in accumulated other comprehensive income (loss). The Company recognizes the acquisition of its public fixed maturity investments on a trade date basis. Net unrealized gains and losses related to participating contract policies that cannot be distributed are recorded as undistributed earnings on participating business.

8

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Premiums and discounts are recognized as a component of net investment income using the scientific interest method, realized gains and losses are included in net realized investment gains (losses) and declines in value determined to be other-than-temporary are included in total other-than-temporary losses.

The Company purchases fixed maturity securities which are 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 may result in prepayments and changes in amounts to be earned. Prepayments on all mortgage-backed and asset-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.

2. Mortgage loans on real estate consist of domestic commercial collateralized loans and are carried at their unpaid principal balances adjusted for any unamortized premiums or discounts and allowances for credit losses. Interest income is accrued on the unpaid principal balance for all loans, except for loans on non-accrual status. Premiums and discounts are amortized to net investment income using the scientific interest method. Prepayment penalty fees are recognized in other realized investment gains upon receipt.

The Company uses an internal risk assessment process as a primary credit quality indicator, which is updated quarterly, with regard to impairment review and credit loss calculations. The Company follows a comprehensive approach with the management of mortgage loans that includes ongoing analysis of factors such as debt service coverage ratios, loan-to-value ratios, payment status, default or legal status, annual collateral property evaluations and general market conditions. Management’s risk assessment process is subjective and includes the categorization of all loans, based on the above mentioned credit quality indicators, into one of the following categories:

• Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines.

• Non-performing - generally indicates that there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are disclosed as impaired.

The Company’s allowance for credit loss is reviewed quarterly. The determination of the calculation and the adequacy of the mortgage credit loss allowance and mortgage impairments involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the allowance for credit losses and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience and other relevant factors. Loans included in the non-performing category and other loans with certain substandard credit quality indicators are individually reviewed to determine if a specific impairment is required. Loans reviewed for specific impairment are excluded from the analysis to estimate the credit loss allowance for the loans categorized as performing in the portfolio. Risk is mitigated through first position collateralization, guarantees, loan covenants and borrower reporting requirements. Since the Company does not originate or hold uncollateralized mortgages, loans are generally not deemed fully uncollectable. Generally, unrecoverable amounts are written off during the final stage of the foreclosure process.

Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. For loan balances greater than 90 days past due or in the process of foreclosure,

9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

all accrual of interest is discontinued. The Company resumes interest accrual on loans when a loan returns to current status. Interest accrual may also resume under new terms when loans are restructured or modified.

On a quarterly basis, any loans with terms that were modified during that period are reviewed to determine if the loan modifications constitute a troubled debt restructuring (“TDR”). In evaluating whether a loan modification constitutes a TDR, it must be determined that the modification is a significant concession and the debtor is experiencing financial difficulties.

3. Limited partnership and other corporation interests are accounted for using either the cost or equity method of accounting. The Company uses the cost method on investments where it has a minor equity interest and no significant influence over the entity’s operations. The Company uses the equity method when it has a partnership interest that is considered more than minor, although the Company has no significant influence over the entity’s operations. Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits. These interests are carried at amortized cost as determined using the effective yield method.

In the normal course of its activities, the Company is involved with other entities that are considered variable interest entities (“VIE”). An entity would be determined to be a primary beneficiary, and thus consolidated when the entity has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. When the Company becomes involved with a VIE and when the nature of the Company’s involvement with the entity changes, in order to determine if the Company is the primary beneficiary and must consolidate the entity, it evaluates:

• The structure and purpose of the entity;

• The risks and rewards created by and shared through the entity and

• The entity’s participants’ ability to direct the activities, receive its benefits and absorb its losses.

The Company performs ongoing qualitative analyses of its involvement with VIEs to determine if consolidation is required.

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 generally carried at amortized cost, which approximates fair value. The Company classifies its short-term investments as available-for-sale.

6. The Company enters into dollar repurchase agreements with third party broker-dealers. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancements on its investment portfolio. The dollar repurchase trading strategy involves the sale of securities with a simultaneous agreement to repurchase similar securities at a future date at an agreed-upon price. Assets to be repurchased are the same, or substantially the same, as the assets transferred, and are accounted for as collateralized borrowings. Proceeds of 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. In connection with repurchase agreements transactions, it is the Company’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. 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

10

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

repurchase the security may be restricted. Amounts owed to brokers under these arrangements are included in repurchase agreements. The liability is collateralized by securities with approximately the same fair value.

7. The Company participates in a securities lending program in which the Company lends securities that are held as part of its general account investment portfolio to third parties. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancements on its investment portfolio. 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 received on such securities during the loan term. Securities lending transactions are accounted for as collateralized borrowings. The securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default. The Company generally requires initial collateral in an amount greater than or equal to 102% of the fair 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. Acceptable collateral is generally defined as government securities, letters of credit and/or cash collateral. Some cash collateral may be invested in short-term repurchase agreements which are also collateralized by U.S. Government or U.S. Government Agency securities.

8. The Company’s other-than-temporary impairments 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. The assessment of whether an other-than-temporary impairment has occurred on fixed maturity investments where management does not intend to sell the fixed maturity investment and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. 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.

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

• The extent to which estimated fair value is 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 length of time for which the estimated fair value has been below cost;

• A fixed maturity investment has been downgraded by a credit rating agency;

• The financial condition of the issuer has deteriorated;

• The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments in the future; and

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

If management either (a) has the intent to sell a fixed maturity investment or (b) it is more likely than not the Company will be required to sell a fixed maturity investment before its anticipated recovery, a charge is recorded in net realized investment losses equal to the difference between the fair value and cost or amortized cost basis of the security. If management does not intend to sell the security and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected (discounted at the effective interest rate implicit in the fixed maturity investment prior to impairment) is less than the amortized cost basis of the fixed maturity investment (referred to as the credit loss portion), an other-than-temporary impairment is considered to have occurred. In this instance, total other-than-temporary impairment is bifurcated into two components: the amount related to the credit

11

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

loss, which is recognized in current period earnings; and the amount attributed to other factors (referred to as the non-credit portion), which is recognized as a separate component in accumulated other comprehensive income (loss). The calculation of expected cash flows utilized during the impairment evaluation process are determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics and current levels of subordination. After the recognition of an other-than-temporary impairment, a fixed maturity investment is accounted for as if it had been purchased on the measurement date of the other-than-temporary impairment, with an amortized cost basis equal to the previous amortized cost basis less the other-than-temporary impairment recognized in earnings. The Company accretes the new cost basis to estimated future value over the remaining life of the security based on the future estimated cash flows by adjusting the security’s yield.

Fair Value

Certain assets and liabilities are recorded at fair value on the Company’s consolidated balance sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company’s assets and liabilities recorded at fair value have been categorized based upon the following fair value hierarchy:

• 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 certain money market funds.

• 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 are obtained from pricing services. The inputs used by the pricing services are reviewed at least quarterly or when the pricing vendor issues updates to its pricing methodology. For fixed maturity securities and separate account assets and liabilities, inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Additional inputs utilized for assets and liabilities classified as Level 2 are:

o Asset-backed, residential mortgage-backed, commercial mortgage-backed securities and collateralized debt obligations - new issue data, monthly payment information, collateral performance and third party real estate analysis.

o U.S. states and their subdivisions - material event notices.

o Short-term investments - valued at amortized cost, which approximates fair value.

o Derivative instruments - reported trades, swap curves, credit spreads, recovery rates, restructuring, currency volatility, net present value of cash flows and news sources.

o Separate account assets and liabilities - exchange rates, various index data and news sources, amortized cost (which approximates fair value), reported trades, swap curves, credit spreads, recovery rates, restructuring, currency volatility, net present value of cash flows and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

o Common collective trusts – the net asset value based on the underlying trust investments.

12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

• Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. In general, the prices of Level 3 securities, are obtained from single broker quotes and internal pricing models. If the broker’s inputs are largely unobservable, the valuation is classified as a Level 3. Broker quotes are validated through an internal analyst review process, which includes validation through known market conditions and other relevant data. Internal models are usually cash flow based utilizing characteristics of the underlying collateral of the security such as default rate and other relevant data. Inputs utilized for securities classified as Level 3 are as follows:

o Corporate debt securities - single broker quotes which may be in an illiquid market or otherwise deemed unobservable.

o Asset-backed securities - internal models utilizing asset-backed securities index spreads.

o Separate account assets - single broker quotes which may be in an illiquid market or otherwise deemed unobservable or net asset value per share of the underlying 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. All transfers between levels are recognized at the beginning of the reporting period in which the transfer occurred.

Derivative financial instruments

The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, U.S. government treasury futures contracts, Eurodollar futures contracts, futures on equity indices and interest rate swap futures. The Company uses these derivative instruments to manage various risks, including interest rate and foreign exchange risk associated with its invested assets and liabilities. Derivative instruments are not used for speculative reasons.

All derivatives, regardless of hedge accounting treatment, are recorded 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 cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) and are recognized in the consolidated income statements when the hedged item affects earnings. If the derivative is designated as a fair value hedge, the changes in its fair value and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income. 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. Investment gains and losses generally result from the termination of derivative contracts prior to expiration.

The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities. Derivatives are used to (a) hedge the economic effects of interest rate and stock market movements on the Company’s guaranteed minimum withdrawal benefit, (b) hedge the economic effect of a large increase in interest rates on the Company’s general account life insurance, group pension liabilities and certain separate account life insurance liabilities, (c) hedge the economic risks of other transactions such as future asset acquisitions or dispositions, the timing of liability pricing, currency risks on non-U.S. dollar denominated assets and fee revenue based on equity market performance and (d) convert floating rate assets to fixed rate assets for asset/liability management purposes.

The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in many cases, requiring collateral. The Company’s exposure is limited to the portion of

13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives. The Company incorporates the market’s perception of its own and the counterparty’s non-performance risk through review of credit spreads in determining the fair value of the portion of its over-the-counter (“OTC”) derivative assets and liabilities that are uncollateralized. Fair values are adjusted accordingly based on an internal carry value adjustment model.

Collateral agreements are regularly entered into as part of the underlying agreements with counterparties to mitigate counterparty credit risk. Certain of these arrangements require collateral when the fair value exceeds certain thresholds and also include credit contingent provisions that provide for a reduction of these thresholds in the event of downgrade in the credit ratings of the Company and/or the counterparty.

Certain derivatives in a net asset position have cash pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. This collateral is held in a custodial account for the benefit of the Company. This unrestricted cash collateral is included in other assets and the obligation to return it is included in other liabilities. The cash collateral is reinvested in a government money market fund. Cash collateral pledged is included in other assets.

Cash

Cash includes only amounts in demand deposit accounts.

Book overdrafts occur when checks have been issued by the Company, but have not been presented to the Company’s disbursement bank accounts for payment. These bank accounts allow the Company to delay funding of the issued checks until they are presented for payment. This delay in funding results in a temporary source of financing. The activity related to book overdrafts is included in the financial activities in the consolidated statement of cash flows. The book overdrafts are included in other liabilities in the accompanying consolidated balance sheets. At December 31, 2011 and 2010, these liabilities were $609 and $32,572, respectively.

Internal use software

Purchased software costs, as well as certain internal and external costs incurred to develop internal use computer software during the application development stage are capitalized and amortized using the straight-line method over its estimated useful life. Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $33,021 and $24,196, are included in other assets at December 31, 2011 and 2010, respectively. The Company capitalized $16,676, $9,816 and $8,014 of internal use software development costs during the years ended December 31, 2011, 2010 and 2009, respectively.

Deferred acquisition costs and value of business acquired

DAC, which primarily consists of sales commissions and costs associated with the Company’s sales representatives related to the production of new business or through the acquisition of insurance or annuity contracts through indemnity reinsurance transactions, has been deferred to the extent recoverable. VOBA represents the estimated fair value of insurance or annuity contracts acquired either directly through the acquisition of another insurance company or through the acquisition of insurance or annuity contracts through assumption reinsurance transactions. The recoverability of such costs is dependent upon the future profitability of the related business. DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are being 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. DAC and VOBA, for applicable products, are adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in accumulated other comprehensive income (loss).

14

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Goodwill and other intangible assets

Goodwill is the excess of cost over the fair value of assets acquired and liabilities assumed in connection with an acquisition and is considered an indefinite lived asset and therefore is not amortized. The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test. If the carrying value of goodwill exceeds its fair value, the excess is recognized as an impairment and recorded as a charge against net income in the period in which the impairment is identified.

Other intangible assets represent the estimated fair value of the portion of the purchase price that was allocated to the value of customer relationships and preferred provider relationships in various acquisitions. These intangible assets have been assigned values using various methodologies, including present value of projected future cash flows, analysis of similar transactions that have occurred or could be expected to occur in the market and replacement or reproduction cost. The initial valuations of these intangible assets were supported by an independent valuation study that was commissioned by the Company. Other identified intangible assets with finite lives are amortized over their estimated useful lives, which initially ranged from 4 to 14 years (weighted average 13 years), primarily based upon the cash flows generated by these assets.

Separate accounts

Separate account assets and related liabilities are carried at fair value in the accompanying consolidated balance sheets. The Company issues variable annuity contracts through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder and therefore, are not included in the Company’s consolidated statements of income.

Revenues to the Company from the separate accounts consist of contract maintenance fees, investment management fees, administrative fees and mortality and expense risk charges.

The Company’s separate accounts invest in shares of Maxim Series Fund Inc. and Putnam Funds, open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.

Life insurance and annuity future benefits

Life insurance and annuity future benefits with life contingencies in the amounts of $13,051,532 and $12,395,926 at December 31, 2011 and 2010, respectively, are computed on the basis of estimated mortality, investment yield, withdrawals, future maintenance and settlement expenses and retrospective experience rating premium refunds. Annuity contract benefits without life contingencies in the amounts of $8,727,286 and $7,976,954 at December 31, 2011 and 2010, respectively, are established at the contractholder’s account value.

Reinsurance Ceded

In the normal course of its 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 coinsurance contracts. For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

15

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Policy benefits and policy and contract claims ceded to other insurance companies are carried as a reinsurance receivable in the accompanying consolidated 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.

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 business

The Company has participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies. The amount of dividends to be paid is determined by the Board of Directors.

Participating life and annuity policy benefit liabilities are $6,705,462 and $6,544,238 at December 31, 2011 and 2010, respectively. Participating business comprises approximately 8% and 9% of the Company’s individual life insurance in-force at December 31, 2011 and 2010, respectively, and 19%, 13% and 19% of individual life insurance premium income for the years ended December 31, 2011, 2010 and 2009, respectively. The policyholder’s share of net income on participating policies is excluded from stockholder’s equity and recorded as undistributed earnings on participating business in the consolidated balance sheet.

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 and contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned. 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. Premiums and policyholder benefits and expenses are presented net of reinsurance.

Net investment income

Interest income from fixed maturities and mortgage loans on real estate is recognized when earned.

Realized investment gains (losses) and derivative financial instruments

Realized investment gains and losses are reported as a component of revenues and are determined on a specific identification basis. Realized investment gains and losses also result from the termination of derivative contracts prior to expiration that are not designated as hedges for accounting purposes and certain fair-value hedge relationships.

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 that have been recognized in either the Company’s consolidated financial statements or consolidated tax returns. In estimating future tax

16

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

consequences, all expected future events, other than the enactments or changes in the tax laws or rules, are considered. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date.

Share-based compensation

Lifeco maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. The Company uses the fair value method to recognize the cost of share-based employee compensation under the Lifeco plan.

2. Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements” (“ASU No. 2010-06”). ASU No. 2010-06 provides for disclosure of significant transfers in and out of the fair value hierarchy Levels 1 and 2 and the reasons for these transfers. In addition, ASU No. 2010-06 provides for separate disclosure about purchases, sales, issuances and settlements in the Level 3 hierarchy roll forward activity. ASU No. 2010-06 is effective for interim and annual periods beginning after December 31, 2009 except for the provisions relating to purchases, sales, issuances and settlements of Level 3 investments, which are effective for fiscal years beginning after December 15, 2010. The Company adopted the disclosure provisions of ASU 2010-06 for its fiscal year beginning January 1, 2010 and adopted the Level 3 purchases, sales, issuances and settlements provisions for its fiscal year beginning January 1, 2011. The provisions of ASU No. 2010-06 relate only to financial statement disclosures and, accordingly, did not have an impact on the Company’s consolidated financial position or the results of its operations.

In April 2010, the FASB issued ASU No. 2010-15 “How Investments Held through Separate Accounts Affect an Insurer’s Consolidation Analysis of Those Investments” (“ASU No. 2010-15”). ASU No. 2010-15 clarifies that an insurance company should not consider any separate account interests in an investment held for the benefit of policyholders to be its interests and that those interests should not be combined with interests of its general account in the same investment when assessing the investment for consolidation. ASU No. 2010-15 also provides that an insurance company is required to consider a separate account as a subsidiary for purposes of evaluating whether the retention of specialized accounting for investments in consolidation is appropriate. ASU No. 2010-15 is effective for fiscal years beginning after December 15, 2010. The Company adopted ASU No. 2010-15 for its fiscal year beginning on January 1, 2011. The adoption of ASU No. 2010-15 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In July 2010, the FASB issued ASU No. 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU No. 2010-20”). ASU No. 2010-20 provides for entities to disclose credit quality indicators, aging of past due amounts, the nature and extent of troubled debt restructurings, modifications as a result of troubled debt restructurings and significant sales or purchases, by disaggregated class, for its financing receivables. ASU No. 2010-20 is effective for fiscal periods ending after December 15, 2010. The Company adopted ASU No. 2010-20 for its fiscal year ended December 31, 2010. The provisions of ASU No. 2010-20 related to troubled debt restructurings have been clarified in ASU No. 2011-02, see below. The provisions of ASU No. 2010-20 relate only to financial statement disclosures regarding financing receivables and, accordingly, its adoption did not have an impact on the Company’s consolidated financial position or the results of its operations.

17

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

In April 2011, the FASB issued ASU No. 2011-02 “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring” (“ASU No. 2011-02”). ASU No. 2011-02 clarifies and defines the criteria to be met in a debt modification in order to be considered a troubled debt restructuring. It also clarifies whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructures. ASU No. 2011-02 is effective for the first interim or annual period beginning on or after June 15, 2011 with early adoption permitted and is to be applied retrospectively to the beginning of the annual period of adoption. The Company adopted ASU No. 2011-02 for its fiscal period ended September 30, 2011. The provisions of ASU No. 2011-02 related only to financial statement disclosure and, accordingly, did not have an impact on the Company’s consolidated financial position or the results of operations.

Future adoption of new accounting pronouncements

In October 2010, the FASB issued ASU No. 2010-26 “Financial Services - Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts - a Consensus of the FASB Emerging Issues Task Force” (“ASU No. 2010-26”). ASU No. 2010-26 provides guidance and modifies the definition of the types and nature of costs incurred by insurance enterprises that can be capitalized in connection with the acquisition of new or renewal insurance contracts. Further, ASU No. 2010-26 clarifies which costs may not be capitalized as DAC. ASU No. 2010-26 is effective for interim and annual periods in fiscal years beginning after December 15, 2011 with early adoption permitted. The Company will adopt ASU No. 2010-26 for its fiscal year beginning January 1, 2012, and expects to apply the retrospective method of adoption. Accordingly, upon adoption, DAC will be reduced with a corresponding reduction, net of tax, to stockholder’s equity as a result of acquisition costs previously deferred that are not eligible for deferral under the amended guidance. The Company estimates the impact as of December 31, 2011, retrospective adoption would reduce DAC by approximately $120,000 to $130,000 and would reduce stockholder’s equity by approximately $76,000 to $86,000, net of tax. Expenses in future periods will be higher due to a decrease of deferrable expenses. However, amortization expense will be lower in future periods due to the lower DAC balance, before the effect of any amortization related to realized gains and losses.

In April 2011, the FASB issued ASU No. 2011-03 “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements” (“ASU No. 2011-03”). ASU No. 2011-03 removes from the assessment of effective control the criterion requiring a transferor to have the ability to repurchase or redeem the financial assets transferred in a repurchase arrangement. This requirement was one of the criterions under ASC topic 860 that entities used to determine whether a transferor maintained effective control. Entities are still required to consider all the effective control criterion under ASC topic 860; however, the elimination of this requirement may lead to more conclusions that a repurchase agreement should be accounted for as a secured borrowing rather than a sale. ASU No. 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company will adopt ASU No. 2011-03 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-03 will not have an impact on the Company’s consolidated financial position or the results of operations.

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU No. 2011-04”). ASU No. 2011-04 does not extend the use of the existing concepts or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Company will adopt ASU No. 2011-04 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-04 will not have an impact on the Company’s consolidated financial position or the results of operations.

18

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

In June 2011, the FASB issued ASU No. 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”). ASU No. 2011-05 provides that, upon adoption, entities must present the components of net income, the components of comprehensive income and the total of comprehensive income for all periods presented. The option of presenting the components of comprehensive income in the statement of changes of equity has been eliminated. ASU No. 2011-05 is effective for interim or annual periods beginning on or after December 15, 2011. The Company will adopt ASU No. 2011-05 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-05 will not have an impact on the Company’s consolidated financial position or the results of its operations. ASU No 2011-05 was subsequently amended by ASU No. 2011-12.

In September 2011, the FASB issued ASU No. 2011-08 “Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU No. 2011-08”). ASU No. 2011-08 provides that entities have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of recorded goodwill is less than its carrying value. If an entity concludes that it is more likely than not that the fair value of recorded goodwill is less than its carrying value, it is then required to calculate the fair value of the recorded goodwill and to measure the amount of impairment loss, if any. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests for fiscal years beginning after December 15, 2011. The Company will adopt the provisions of ASU No. 2011-08 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-08 will not have an impact on the Company’s consolidated financial position or the results of its operations.

In December 2011, the FASB issued ASU No. 2011-12 “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU No. 2011-12”). ASU No. 2011-12 indefinitely defers the requirement in ASU No. 2011-05 for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and statement in which other comprehensive income is presented, for both interim and annual periods. ASU No. 2011-12 does not effect any other provisions of ASU No. 2011-05. ASU No. 2011-12 is effective for fiscal years and interim periods within those years ending after December 15, 2011. The Company will adopt the provisions of ASU No. 2011-12 for its fiscal year beginning January 1, 2012. The adoption of ASU No. 2011-12 will not have an impact on the Company’s consolidated financial position or the results of operations.

3. Related Party Transactions

Included in the consolidated balance sheets at December 31, 2011 and 2010 are the following related party amounts:

	December 31,
	2011		2010
Reinsurance receivable	$	502,093	$	483,564
Future policy benefits		2,115,676		2,183,167

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Included in the consolidated statements of income for the years ended December 31, 2011, 2010 and 2009 are the following related party amounts:

	Year ended December 31,
	2011			2010			2009
Premium income, net of related party premiums ceded of $6,912, $3, 588, and $3,411	$	129,072		$	131,037		$	137,085
Life and other policy benefits, net of reinsurance recoveries of $6,426, $4,906 and $7,415		106,790			122,830			118,624
Decrease in future policy benefits		(70,554	)		(65,778	)		(45,960	)

The Company provides administrative and operational services for the United States operations of The Great-West Life Assurance Company (“GWL”) and the United States operations of The Canada Life Assurance Company (“CLAC”), wholly-owned subsidiaries of Lifeco. The Company also provides investment services for London Reinsurance Group, an indirect subsidiary of GWL. The following table presents revenue and expense reimbursement from related parties for services provided pursuant to these service agreements for the years ended December 31, 2011, 2010 and 2009. These amounts, in accordance with the terms of the various contracts, are based upon estimated costs incurred, including a profit charge, and resources expended based upon the number of policies, certificates in-force and/or administered assets.

	Year ended December 31,
	2011		2010		2009
Investment management and administrative revenue included in fee income and net investment income	$	7,492	$	7,505	$	7,334
Administrative and underwriting expense reimbursements included as a reduction to general insurance expense		3,629		988		944
Total	$	11,121	$	8,493	$	8,278

The following table summarizes amounts due from parent and affiliates at December 31, 2011 and 2010:

			December 31,
Related party	Indebtedness	Due date	2011		2010
GWL&A Financial Inc.	On account	On demand	$	6,976	$	11,298
Great-West Lifeco U.S. Inc.	On account	On demand		105,614		191,185
Great-West Lifeco Finance LP	On account	On demand		716		-
Great-West Lifeco Finance LP II	On account	On demand		524		187
Putnam Investments LLC	On account	On demand		308		182
Crown Life Insurance Company	On account	On demand		195		152
Other related party receivables	On account	On demand		364		227
Total			$	114,697	$	203,231

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table summarizes amounts due to parent and affiliates at December 31, 2011 and 2010:

			December 31,
Related party	Indebtedness	Due date	2011		2010
GWL&A Financial Inc. (1)	Surplus note	November 2034	$	194,362	$	194,231
GWL&A Financial Inc. (2)	Surplus note	May 2046		333,400		333,400
GWL&A Financial Inc.	Note interest	May 2011		4,701		4,701
Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II	On account	On demand		140		13
Great-West Lifeco Finance LP II	On account	On demand				-
London Life Financial Corporation	On Account	On demand		1,715		-
The Great-West Life Assurance Company	On account	On demand		1,765		4,046
The Canada Life Assurance Company	On account	On demand		2,478		1,083
Other related party payables
Total			$	538,561	$	537,474

⁽¹⁾ A note payable to GWL&A Financial was issued as a surplus note on November 15, 2004, with a face amount of $195,000 and carrying amounts of $194,362 and $194,231 at December 31, 2011 and 2010, respectively. The surplus note bears interest at the rate of 6.675% per annum, payable in arrears on each May 14 and November 14. The note matures on November 14, 2034.

⁽²⁾ A note payable to GWL&A Financial was issued as a surplus note on May 19, 2006, with a face amount and carrying amount of $333,400. The surplus note bears interest initially at the rate of 7.203% per annum, payable in arrears on each May 16 and November 16 until May 16, 2016. After May 16, 2016, the surplus note bears an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The surplus note is redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016. The note matures on May 16, 2046.

Payments of principal and interest under the surplus notes shall be made only out of surplus funds of the Company and only with prior written approval of the Commissioner of Insurance of the State of Colorado when the Commissioner of Insurance is satisfied that the financial condition of the Company warrants such action pursuant to applicable Colorado law. Payments of principal and interest on the surplus notes are payable only if at the time of such payment and after giving effect to the making thereof, the Company’s surplus would not fall below two and one half times the authorized control level as required by the most recent risk-based capital calculations.

Interest expense attributable to these related party debt obligations was $37,163 for the year ended December 31, 2011 and $37,042 for each of the years ended December 31, 2010 and 2009. Included in other liabilities on the consolidated balance sheets at December 31, 2011 and 2010 is $4,701 of interest payable attributable to these related party debt obligations.

The Company’s wholly owned subsidiary, Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”) and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,128,500 and renews annually until it expires on December 31, 2025. The second letter of credit is for $70,000 and renews annually for an indefinite period of time. At December 31, 2011 and 2010 there were no outstanding amounts related to the letters of credit.

Included within reinsurance receivable in the consolidated balance sheets are $450,820 and $436,661 of funds withheld assets as of December 31, 2011 and 2010, respectively. CLAC pays the Company on, a quarterly basis, interest on the funds withheld balance at a rate of 4.55% per annum.

21

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

A subsidiary of the Company, GW Capital Management, LLC, serves as a Registered Investment Advisor to Maxim Series Fund, Inc. an affiliated open-end management investment company, to several affiliated insurance company separate accounts and to Collective Investment Trusts, an affiliated entity. A subsidiary of the Company, Orchard Trust Company, LLC, serves as trustee to Collective Investment Trusts. Included in fee income on the consolidated statements of income is $69,172, $59,320 and $52,540 of advisory and management fee income from these affiliated entities for the years ended December 31, 2011, 2010 and 2009, respectively.

The Company’s separate accounts invest in shares of Maxim Series Fund, Inc. and Putnam Funds which are affiliates of the Company and shares of other non-affiliated mutual funds and government and corporate bonds. The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company. During the years ended December 31, 2011, 2010 and 2009, these purchases totaled $112,117, $162,504 and $149,302, respectively. As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $266,340 and $269,495 at December 31, 2011 and 2010, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

4. Summary of Investments

The following tables summarize fixed maturity investments classified as available-for-sale and the amount of other-than-temporary impairments (“OTTI”) classified as the non-credit-related component of previously impaired fixed maturity investments that the Company does not intend to sell included in accumulated other comprehensive income (loss) (“AOCI”) at December 31, 2011 and 2010:

	December 31, 2011
Fixed maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value		OTTI (gain) loss included in AOCI (1)
U.S. government direct obligations and U.S. agencies	$	2,209,420	$	107,363	$	1,112	$	2,315,671	$	-
Obligations of U.S. states and their subdivisions		1,773,687		297,488		5		2,071,170		-
Corporate debt securities (3)		8,287,960		762,045		154,259		8,895,746		3,672
Asset-backed securities (2)		2,006,544		70,117		125,217		1,951,444		(23,837	)
Residential mortgage-backed securities		578,046		17,461		3,965		591,542		1,409
Commercial mortgage-backed securities		712,831		42,538		7,572		747,797		-
Collateralized debt obligations		18,482		3		2,072		16,413		-
Total fixed maturities	$	15,586,970	$	1,297,015	$	294,202	$	16,589,783	$	(18,756	)

⁽¹⁾ Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses.

⁽²⁾ OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities that had previous non-credit impairment. The non-credit loss component of OTTI (gain) loss for asset-backed securities was in an unrealized gain position of $23,837 at December 31, 2011 due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

⁽³⁾ Includes perpetual debt investments with amortized cost of $253,023 and estimated fair value of $166,284 at December 31, 2011.

22

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	December 31, 2010
Fixed Maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value		OTTI (gain) loss included in AOCI (1)
U.S. government direct obligations and U.S. agencies	$	2,289,010	$	96,924	$	14,784	$	2,371,150	$	-
Obligations of U.S. states and their subdivisions		1,784,299		173,567		15,603		1,942,263		-
Corporate debt securities (3)		7,625,810		557,104		144,486		8,038,428		5,439
Asset-backed securities (2)		2,104,420		51,663		154,157		2,001,926		(22,284	)
Residential mortgage-backed securities		730,293		20,888		12,119		739,062		505
Commercial mortgage-backed securities		812,915		28,049		20,615		820,349		-
Collateralized debt obligations		35,655		5		5,781		29,879		-
Total fixed maturities	$	15,382,402	$	928,200	$	367,545	$	15,943,057	$	(16,340	)

⁽¹⁾ Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses.

⁽²⁾ OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities that had previous non-credit impairment. The non-credit loss component of OTTI (gain) loss for asset-backed securities was in an unrealized gain position of $22,284 at December 31, 2010 due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

⁽³⁾ Includes perpetual debt investments with amortized cost of $253,023 and estimated fair value of $189,877 at December 31, 2010.

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

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale at December 31, 2011, based on estimated cash flows, are shown in the table 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.

	December 30, 2011
	Amortized cost		Estimated fair value
Maturing in one year or less	$	478,189	$	511,588
Maturing after one year through five years		3,161,433		3,420,611
Maturing after five years through ten years		3,554,634		3,965,884
Maturing after ten years		2,972,324		3,186,060
Mortgage-backed and asset-backed securities		5,420,390		5,505,640
	$	15,586,970	$	16,589,783

Mortgage-backed (commercial and residential) and asset-backed securities, including those issued by U.S. government and U.S. agencies, include collateralized mortgage obligations that consist primarily of sequential and planned amortization classes with legal final stated maturities of up to thirty years and expected average lives of up to fifteen years.

23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table summarizes information regarding the sales of securities classified as available-for-sale for the years ended December 31, 2011, 2010 and 2009:

	Year ended December 31,
	2011		2010		2009
Proceeds from sales	$	3,958,589	$	3,222,700	$	2,258,653
Gross realized gains from sales		104,893		62,702		42,375
Gross realized losses from sales		23,138		26		267

Gross realized gains and losses from sales during the year were primarily attributable to changes in interest rates and gains and losses on repurchase agreement transactions.

Included in net investment income are unrealized gains of $12,935, $9,587 and $4,749 on held-for-trading fixed maturity investments still held at December 31, 2011, 2010 and 2009, respectively.

The Company has a corporate fixed maturity security with a fair value of $9,949 and $8,845 that has been non-income producing for the twelve months preceding December 31, 2011 and 2010, respectively. This security was written down to its fair value in the period it was deemed to be other-than-temporarily impaired.

Mortgage loans on real estate - The following table summarizes the carry value of the mortgage loan portfolio by component as of December 31, 2011 and 2010:

	December 31, 2011			December 31, 2010
Principal	$	2,510,949		$	1,709,075
Unamortized premium (discount)		23,268			29,647
Allowance for credit loss		(21,130	)		(16,300	)
Total mortgage loans	$	2,513,087		$	1,722,422

Of the total principal balance in the mortgage loan portfolio, $2,067 and $8,470 related to impaired loans at December 31, 2011 and 2010, respectively. The decrease in the impaired loans balance was due to four loans that were foreclosed upon and one loan that was paid in full offset by one loan that was deemed non-performing during the year ended December 31, 2011.

The recorded investment in impaired mortgage loans was $2,067 and $9,576 at December 31, 2011 and 2010, respectively. The average recorded investment of impaired mortgage loans was $5,822, $5,101 and $313 for the years ended December 31, 2011, 2010 and 2009, respectively.

The following table summarizes the recorded investment of the mortgage loan portfolio by risk assessment category as of December 31, 2011 and 2010:

	December 31, 2011		December 31, 2010
Performing	$	2,532,150	$	1,729,146
Non-performing		2,067		9,576
Total	$	2,534,217	$	1,738,722

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table summarizes activity in the allowance for mortgage loan credit losses for the years ended December 31, 2011, 2010 and 2009:

	Year ended December, 31
	2011		2010		2009
	Commercial mortgages		Commercial mortgages		Commercial mortgages
Beginning balance	$	16,300	$	14,854	$	8,834
Provision increases		4,830		1,446		6,172
Provision decreases		-		-		(152	)
Ending balance	$	21,130	$	16,300	$	14,854
Allowance ending balance by basis of impairment method:
Collectively evaluated for impairment	$	21,130	$	16,300	$	14,854
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:	$	2,534,217	$	1,738,722	$	1,568,986
Individually evaluated for impairment		18,493		27,250		4,506
Collectively evaluated for impairment		2,515,724		1,711,472		1,564,480

The table below summarizes the recorded investment of the mortgage loan portfolio by aging category as of December 31, 2011 and 2010:

	Current		Loan balances 31-60 days past due		Loan balances 61-89 days past due		Loan balances greater than 90 days past due or in process of foreclosure (1)		Total portfolio balance
Commercial mortgages:
December 31, 2011	$	2,534,217	$	-	$	-	$	-	$	2,534,217
December 31, 2010		1,733,922		2,642		-		2,158		1,738,722

⁽¹⁾ December 31, 2010 includes four loans in the amount of $2,158 in process of foreclosure.

Occasionally, the Company elects to grant a concession to a debtor with financial difficulties in an attempt to protect as much of its investment as possible. At December 31, 2010, the Company had one loan, with a principal balance of $6,355, classified as a troubled debt restructuring with loan modifications which primarily reduced the interest rate for the life of the loan, but did not extend the maturity date or forgive any principal.

Limited partnership and other corporation interests - The Company invests in limited partnership interests, which include limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits, and other corporation interests. At December 31, 2011 and 2010, the Company had $169,233 and $210,146, respectively, invested in limited partnership and other corporation interests.

The Company has determined its investment in low-income housing limited partnerships (“LIHLP”) to be considered a VIE. Although the Company is involved with the VIE, it determined that consolidation was not required because it has no power to direct the activities that most significantly impact the entities’ economic performance.

As a 99% limited partner in various upper-tier LIHLPs, the Company has few or no voting rights, but expects to receive the tax credits allocated to the partnership and operating losses from depreciation and interest expense. The Company is only an equity investor and views the LIHLP as a single investment. The general partner of the LIHLPs is most closely involved in the development and management of the LIHLP project. The general partner has a small ownership of the partnership, which requires a de minimus capital contribution. This equity investment is reduced based on fees paid at inception by the limited partner; therefore, the general partner does not qualify as having an equity investment at risk in the LIHLP project. However, the limited partner does not have the direct or indirect ability through voting rights or similar rights to make decisions about the general partner’s activities that have a significant effect on the success of the partnership.

25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table presents information about the nature and activities of the VIEs and the effect on the Company’s financial statements as of December 31, 2011 and 2010 as follows:

	Limited partnership and other corporation  interests		Liabilities		Maximum exposure to loss
December 31, 2011	$	111,631	$	-	$	111,631
December 31, 2010		151,158		-		151,158

Securities pledged, special deposits and securities lending - The Company pledges investment securities it owns to unaffiliated parties to meet initial margin requirements for exchange-traded futures contracts. The fair value of margin deposits related to futures contracts was $4,765 and $5,979 at December 31, 2011 and 2010, respectively.

The Company had securities on deposit with government authorities as required by certain insurance laws with fair values in the amounts of $16,631 and $14,144 at December 31, 2011 and 2010, respectively.

The Company participates in a securities lending program whereby securities are loaned to third parties. Securities with a cost or amortized cost in the amounts of $7,266 and $45,000 and estimated fair values in the amounts of $6,823 and $50,807 were on loan under the program at December 31, 2011 and 2010, respectively. The Company received restricted cash collateral in the amounts of $7,099 and $51,749 at December 31, 2011 and 2010, respectively.

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Unrealized losses on fixed maturity investments classified as available-for-sale - The following tables summarize unrealized investment losses, including the non-credit-related portion of other-than-temporary impairment losses reported in accumulated other comprehensive income (loss), by class of investment at December 31, 2011 and 2010:

	December 31, 2011
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	297,410	$	913	$	17,531	$	199	$	314,941	$	1,112
Obligations of U.S. states and their subdivisions		1,557		5		-		-		1,557		5
Corporate debt securities		363,111		12,986		479,441		141,273		842,552		154,259
Asset-backed securities		218,850		10,365		841,415		114,852		1,060,265		125,217
Residential mortgage-backed securities		14,203		373		120,364		3,592		134,567		3,965
Commercial mortgage-backed securities		6,726		13		68,952		7,559		75,678		7,572
Collateralized debt obligations		-		-		16,392		2,072		16,392		2,072
Total fixed maturities	$	901,857	$	24,655	$	1,544,095	$	269,547	$	2,445,952	$	294,202
Total number of securities in an unrealized loss position				89				167				256
	December 31, 2010
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	892,025	$	14,551	$	22,471	$	233	$	914,496	$	14,784
Obligations of U.S. states and their subdivisions		391,101		11,332		99,720		4,271		490,821		15,603
Corporate debt securities		477,059		15,486		819,627		129,000		1,296,686		144,486
Asset-backed securities		52,814		1,505		1,071,557		152,652		1,124,371		154,157
Residential mortgage-backed securities		26,142		509		146,532		11,610		172,674		12,119
Commercial mortgage-backed securities		53,462		2,086		79,429		18,529		132,891		20,615
Collateralized debt obligations		5,745		29		23,112		5,752		28,857		5,781
Total fixed maturities	$	1,898,348	$	45,498	$	2,262,448	$	322,047	$	4,160,796	$	367,545
Total number of securities in an unrealized loss position				161				227				388

Fixed maturity investments - Total unrealized losses and other-than-temporary impairment losses decreased by $73,343, or 20%, from December 31, 2010 to December 31, 2011. This decrease in unrealized losses was across most asset classes and reflects recovery in market liquidity and lower interest rates, although the economic uncertainty in certain asset classes still remains.

Unrealized losses on corporate debt securities increased by $9,773 from December 31, 2010 to December 31, 2011. The valuation of these securities has been influenced by market conditions with widening credit spreads in the finance sector resulting in generally lower valuations of these fixed income securities. The finance sector accounts for 91% of the corporate debt securities unrealized loss at December 31, 2011.

Unrealized losses on asset-backed securities decreased by $28,940 since December 31, 2010, generally due to lower interest rates, increased market liquidity and other-than-temporary impairments recognized during the year.

27

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Corporate debt securities account for 52% of the unrealized losses and OTTI greater than twelve months. Of the $141,273 of unrealized losses and OTTI over twelve months on corporate debt securities, 64% are on securities which continue to be rated investment grade. Of the $51,356 of unrealized losses and OTTI greater than twelve months on non-investment grade corporate debt securities, $42,036 of the losses are on perpetual debt investments issued by banks in the United Kingdom, which have senior debt ratings of A- or higher. The Company determined that the majority of the unrealized losses on the perpetual securities were due to widening credit spreads and low LIBOR based coupon rates on the securities. Based on our analysis, the Company concluded that the ability of the issuers to service the investment has not been compromised by these factors. Additionally, although foreign banks have suffered from the weak credit and economic environment, they benefit from central bank support. Management does not have the intent to sell these assets prior to a full recovery; therefore, an OTTI was not recognized in earnings.

Asset-backed securities account for 43% of the unrealized losses and OTTI greater than twelve months. Of the $114,852 of unrealized losses and OTTI over twelve months on asset-backed securities, 85% of the losses are on securities which continue to be rated investment grade. Of the securities which are not rated investment grade, 89% of the losses are on securities guaranteed by monoline insurers. The present value of the cash flows expected to be collected is not less than amortized cost. Management does not have the intent to sell these assets prior to a full recovery; therefore, an OTTI was not recognized in earnings.

See Note 6 for additional discussion regarding fair value measurements.

Other-than-temporary impairment recognition - The Company recorded other-than-temporary impairments on fixed maturity investments for the years ended December 31, 2011, 2010 and 2009 as follows:

	Year ended December 31, 2011
	OTTI recognized in realized gains/(losses)				OTTI recognized in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
Corporate debt securities	$	501	$	-	$	-	$	501
Asset-backed securities		6,264		-		10,005		16,269
Total fixed maturities	$	6,765	$	-	$	10,005	$	16,770

⁽¹⁾  Of the $6,264 in asset-backed fixed maturities, all is bifurcated credit loss recognized on one held security.

⁽²⁾  Amounts are recognized in OCI in the period incurred.

28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Year ended December 31, 2010
	OTTI recognized in realized gains/(losses)				OTTI recognized in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
U.S. government direct obligations and U.S. agencies	$	750	$	10,035	$	-	$	10,785
Corporate debt securities		-		1,529		-		1,529
Asset-backed securities		64,896		-		16,242		81,138
Residential mortgage-backed securities		1,390		-		505		1,895
Collateralized debt obligations		34		-		-		34
Total fixed maturities	$	67,070	$	11,564	$	16,747	$	95,381

⁽¹⁾ Of the credit-related other-than-temporary impairment on asset-backed securities, $53,327 and $8,558 were related to Ambac Financial Group, Inc. and Financial Guaranty Insurance Company, respectively, for the year ended December 31, 2010. Of the $67,070 in total fixed maturities, $66,286 is the bifurcated credit loss recognized on securities.

⁽²⁾ Amounts are recognized in OCI in the period incurred.

	Year ended December 31, 2009
	OTTI recognized in realized gains/(losses)				OTTI recognized in OCI (2)
Fixed maturities:	Credit related (1)		Non-credit related		Non-credit related		Total
U.S. government direct obligations and U.S. agencies	$	-	$	684	$	-	$	684
Corporate debt securities		3,652		6,181		-		9,833
Asset-backed securities		88,134		502		13,422		102,058
Residential mortgage-backed securities		-		28		-		28
Collateralized debt obligations		154		-		-		154
Total fixed maturities	$	91,940	$	7,395	$	13,422	$	112,757

⁽¹⁾ Of the credit-related other-than-temporary impairment on asset-backed securities, all of it was related to Financial Guaranty Insurance Company for the year ended December 31, 2009. Of the $91,940 in total fixed maturities, $88,134 is the bifurcated credit loss recognized on securities.

⁽²⁾ Amounts are recognized in OCI in the period incurred.

29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The other-than-temporary impairments of fixed maturity securities where the loss portion is bifurcated and the credit related component is recognized in realized investment gains (losses) is summarized as follows:

	Year ended December 31,
	2011			2010		2009
Bifurcated credit loss:
Beginning balance	$	181,611		$	115,325	$	43,871
Additions:
Initial impairments - credit loss on securities not previously impaired		6,264			66,286		88,134
Reductions:
Due to sales, maturities, or payoffs during the period		(876	)		-		-
Non-credit losses reclassified out of retained earnings into AOCI		-			-		(16,680	)
Ending balance	$	186,999		$	181,611	$	115,325

Net Investment Income

The following table summarizes net investment income for the years ended December 31, 2011, 2010 and 2009:

	Year ended December 31,
	2011			2010			2009
Investment income:
Fixed maturity and short-term investments	$	821,582		$	823,828		$	795,323
Mortgage loans on real estate		117,796			96,711			85,116
Policy loans		218,663			234,944			244,140
Limited partnership interests		6,915			5,767			2,514
Net interest on funds withheld balances under reinsurance agreements, related party		18,376			17,130			18,448
Derivative instruments (1)		(11,613	)		7,182			10,489
Other		3,113			5,079			6,614
		1,174,832			1,190,641			1,162,644
Investment expenses		(16,346	)		(15,897	)		(13,560	)
Net investment income	$	1,158,486		$	1,174,744		$	1,149,084

⁽¹⁾ Includes gains (losses) on the hedged asset for fair value hedges.

Realized Investment Gains (Losses)

The following table summarizes realized investment gains (losses) for the years ended December 31, 2011, 2010 and 2009:

	Year ended December 31,
	2011			2010			2009
Realized investment gains (losses):
Fixed maturity and short-term investments	$	78,637		$	(15,793	)	$	(58,208	)
Derivative instruments		(47,264	)		(17,076	)		(3,905	)
Other		(2,048	)		9,820			745
Provision for mortgage impairments, net of recoveries		(4,830	)		(1,446	)		(6,172	)
Realized investment gains (losses)	$	24,495		$	(24,495	)	$	(67,540	)

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Included in net investment income and realized investment gains (losses) are amounts allocable to the participating fund account. This allocation is based upon the activity in a specific block of investments that are segmented for the benefit of the participating fund account. The amounts of net investment income allocated to the participating fund account were $4,095, $4,481 and $4,799 for the years ended December 31, 2011, 2010 and 2009, respectively. The amounts of realized investment gains (losses) allocated to the participating fund account were $279, $438 and $234 for the years ended December 31, 2011, 2010 and 2009, respectively.

5. Derivative Financial Instruments

Derivative transactions, excluding cross-currency swaps, are entered into pursuant to master agreements and other contracts that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration or termination of the agreement.

The Company holds $11,985 and $7,790 of unrestricted cash collateral from derivative counterparties to satisfy collateral netting agreements at December 31, 2011 and 2010, respectively. For a complete discussion of the Company’s policy surrounding derivative collateral, refer to Note 1, Organization and Significant Accounting Policies.

Cash flow hedges - Interest rate swap agreements are used to convert the interest rate on certain debt securities from a floating rate to a fixed rate. Cross-currency swaps are used to manage the foreign exchange rate risk associated with investments denominated in other than U.S. dollars. Interest rate futures are used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments. These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities. The Company’s derivatives treated as cash flow hedges are eligible for hedge accounting.

At December 31, 2011, the Company estimates that $7,996 of net derivative gains included in accumulated other comprehensive income (loss) will be reclassified into net income within the next twelve months.

Fair value hedges - Interest rate swap agreements are used to convert the interest rate on certain debt securities from a fixed rate to a floating rate to manage the risk of the change in the fair value of certain fixed rate maturity investments. Interest rate futures are used to manage the risk of the change in the fair value of certain fixed rate maturity investments. The Company’s derivatives treated as fair value hedges are eligible for hedge accounting.

Derivatives not designated as hedging instruments

The Company enters into transactions in which derivatives are not designated as hedging instruments. Accordingly, hedge accounting is not elected. These derivative instruments include: exchange-traded interest rate swap futures, exchange-traded equity index futures on certain indices, OTC interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures and interest rate futures.

The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders, manage interest rate risks of forecasted acquisitions of fixed rate maturity investments and forecasted liability pricing, and hedge equity based fee income.

31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables summarize derivative financial instruments at December 31, 2011 and 2010:

	December 31, 2011
			Net derivatives			Asset derivatives		Liability derivatives
	Notional amount		Fair value			Fair value (1)		Fair value (1)
Hedge designation/derivative type:
Derivatives designated as hedges:
Cash flow hedges:
Interest rate swaps	$	184,200		20,894		$	20,894	$	-
Cross-currency swaps		69,030		6,241			6,241		-
Total cash flow hedges		253,230		27,135			27,135		-
Fair value hedges:
Interest rate swaps		35,800		(1,011	)		-		1,011
Total fair value hedges		35,800		(1,011	)		-		1,011
Total derivatives designated as hedges		289,030		26,124			27,135		1,011
Derivatives not designated as hedges:
Interest rate swaps		392,235		(8,316	)		4,687		13,003
Futures on equity indices		2,680		-			-		-
Interest rate futures		59,090		-			-		-
Interest rate swaptions		890,400		944			944		-
Total derivatives not designated as hedges		1,344,405		(7,372	)		5,631		13,003
Total cash flow hedges, fair value hedges and derivatives not designated as hedges	$	1,633,435	$	18,752		$	32,766	$	14,014

⁽¹⁾ The estimated fair value of all derivatives in an asset position are reported within other assets and the estimated fair value of all derivatives in a liability position are reported within other liabilities in the consolidated balance sheets.

	December 31, 2010
			Net derivatives			Asset derivatives		Liability derivatives
	Notional amount		Fair value			Fair value (1)		Fair value (1)
Hedge designation/derivative type:
Derivatives designated as hedges:
Cash flow hedges:
Interest rate swaps	$	90,700	$	10,255		$	10,386	$	131
Cross-currency swaps		30,000		(252	)		-		252
Interest rate futures		80,700		-			-		-
Total cash flow hedges		201,400		10,003			10,386		383
Fair value hedges:
Interest rate futures		128,900		-			-		-
Total fair value hedges		128,900		-			-		-
Total derivatives designated as hedges		330,300		10,003			10,386		383
Derivatives not designated as hedges:
Interest rate swaps		612,902		4,036			9,484		5,448
Futures on equity indices		680		-			-		-
Interest rate futures		52,360		-			-		-
Interest rate swaptions		1,083,000		4,956			4,956		-
Total derivatives not designated as hedges		1,748,942		8,992			14,440		5,448
Total cash flow hedges, fair value hedges and derivatives not designated as hedges	$	2,079,242	$	18,995		$	24,826	$	5,831

⁽¹⁾ The estimated fair value of all derivatives in an asset position are reported within other assets and the estimated fair value of all derivatives in a liability position are reported within other liabilities in the consolidated balance sheets.

32

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Notional amounts are used to express the extent of the Company’s involvement in derivative transactions and represent a standard measurement of the volume of its derivative activity. Notional amounts represent those amounts used to calculate contractual flows to be exchanged. Notional amounts are not paid or received.

The Company had 143 and 117 swap transactions with an average notional amount of $16,361 and $19,745 during the years ended December 31, 2011 and 2010, respectively. The Company added one cross-currency swap during the year ended December 31, 2011. The Company had 1,678 and 979 futures transactions with an average number of contracts per transaction of 18 and 26 during the years ended December 31, 2011 and 2010, respectively. The Company had 44 swaption transactions with an average notional amount of $5,986 during the year ended December 31, 2011. During the year ended December 31, 2010, the Company had three swaptions expire.

The change in notional amount of derivatives during the year was primarily due to the following:

o The net decrease of $486,837 in interest rate swaps, interest rate futures and interest rate swaptions was primarily the result of a decrease in interest rates.

o The increase of $39,030 in cross-currency swaps was due to a new swap added to hedge a floating rate British pound asset.

The Company recognized total derivative gains (losses) in net investment income of ($15,428), $1,366 and $2,105 for the years ended December 31, 2011, 2010 and 2009, respectively. The Company realized net investment gains (losses) on closed derivative positions of ($38,794), ($17,076) and ($3,905) for the years ended December 31, 2011, 2010 and 2009, respectively. The preceding amounts are all shown net of any gains (losses) on the hedged assets in a fair value hedge that has been recorded in net investment income.

The following tables present the effect of derivative instruments in the consolidated statement of income for the years ended December 31, 2011, 2010 and 2009 reported by cash flow hedges, fair value hedges and economic hedges:

	Gain (loss) recognized in OCI on derivatives (Effective portion)								Gain (loss) reclassified from OCI into net income (Effective  portion)							Gain (loss) recognized in net income on derivatives (Ineffective  portion and amount excluded from effectiveness testing)
	Year ended December 31,								Year ended December 31,							Year ended December 31,
	2011			2010		2009			2011		2010		2009			2011			2010		2009
Cash flow hedges:
Interest rate swaps	$	21,322		$	13,896	$	(52,350	)	$	2,820	$	1,582	$	553	(A)	$	9		$	-	$              6	(A)
Cross-currency swaps		1,123			3,065		(5,334	)		-		-		-			-			-	-
Interest rate futures		-			-		-			-		-		-			(92	)		92	-	(A)
Interest rate futures		(1,431	)		332		466			43		110		53	(A)		6			545	-	(B)
Total cash flow hedges	$	21,014		$	17,293	$	(57,218	)	$	2,863	$	1,691	$	606		$	(77	)	$	637	$6

(A)   Income statement location: Net investment income.

(B)   Income statement location: Realized investment gains (losses), net. Represents realized gains (losses) on closed positions.

33

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Gain (loss) on derivatives recognized in net income										Gain (loss) on hedged assets recognized in net income
	Year ended December 31,										Year ended December 31,
	2011			2010			2009				2011			2010		2009
Fair value hedges:
Interest rate swaps	$	(1,011	)	$	-		$	-		(A)	$	-		$	-	$	-
Interest rate futures		(285	)		(1,027	)		6,030		(A)		-			-		-
Interest rate futures		(8,311	)		(1,088	)		(1,124	)	(B)		-			-		-
Items hedged in interest rate swaps		-			-			-				1,011			-		-		(A	)
Items hedged in interest rate futures		-			-			-				(2,002	)		3,632		(4,691	)	(A	)
Items hedged in interest rate futures		-			-			-				8,470			-		-		(B	)
Total fair value hedges (1)	$	(9,607	)	$	(2,115	)	$	4,906			$	7,479		$	3,632	$	(4,691	)

⁽¹⁾   Hedge ineffectiveness of ($2,128), $1,517 and $215 for the years ended December 31, 2011, 2010 and 2009 respectively, was recognized.

(A)   Income statement location: Net investment income.

(B)   Income statement location: Realized investment gains (losses), net. Represents realized gains (losses) on closed positions.

	Gain (loss) on derivatives recognized in net income
	Year ended December 31,
	2011			2010			2009
Derivatives not designated as hedging instruments:
Futures on equity indices		(32	)  (A)		(9	)  (A)		-
Futures on equity indices		373	(B)		(363	)  (B)		-
Interest rate swaps		(12,351	)  (A)		4,036	(A)		-
Interest rate swaps		(38,377	)  (B)		(4,476	)  (B)		-
Interest rate futures		260	(A)		(3,600	)  (A)		3,714	(A)
Interest rate futures		(251	)  (B)		(11,640	)  (B)		(2,781	)  (B)
Interest rate swaptions		(3,798	)  (A)		(3,450	)  (A)		(3,560	)  (A)
Interest rate swaptions		(704	)  (B)		(54	)  (B)		-
Total derivatives not designated as hedging instruments	$	(54,880	)	$	(19,556	)	$	(2,627	)

(A)   Income statement location: Net investment income.

(B)   Income statement location: Realized investment gains (losses), net. Represents realized gains (losses) on closed positions.

34

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

6. Fair Value Measurements

The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2011 and 2010:

	December 31, 2011				December 31, 2010
Assets	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Fixed maturities and short-term investments	$	17,070,073	$	17,070,073	$	17,051,738	$	17,051,738
Mortgage loans on real estate		2,513,087		2,679,474		1,722,422		1,809,356
Policy loans		4,219,849		4,219,849		4,059,640		4,059,640
Other investments		22,990		47,915		24,650		48,496
Collateral under securities lending agreements		7,099		7,099		51,749		51,749
Collateral under derivative counter-party collateral agreements		11,985		11,985		7,790		7,790
Derivative instruments		32,766		32,766		24,826		24,826
Separate account assets		22,331,391		22,331,391		22,489,038		22,489,038
	December 31, 2011				December 31, 2010
Liabilities	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Annuity contract benefits without life contingencies	$	8,727,286	$	8,888,585	$	7,976,954	$	7,912,850
Policyholders’ funds		382,816		382,816		372,980		372,980
Repurchase agreements		-		-		936,762		936,762
Commercial paper		97,536		97,536		91,681		91,681
Payable under securities lending agreements		7,099		7,099		51,749		51,749
Payable under derivative counterparty collateral agreements		11,985		11,985		7,790		7,790
Derivative instruments		14,014		14,014		5,831		5,831
Notes payable		532,463		515,104		532,332		532,332

Fixed maturity investments

The fair values for fixed maturity investments 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. 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.

Short-term investments, securities lending agreements, repurchase agreements and commercial paper

The amortized cost of short-term investments, collateral and payable under securities lending agreements, repurchase agreements and commercial paper is a reasonable estimate of fair value due to their short-term nature.

35

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Policy loans

The policy loans accrue interest at variable rates which approximate current market interest rates. Additionally, policy loans are fully collateralized by the cash surrender value of the underlying insurance policy. Given the absence of borrower credit risk and the short time period between interest rate resets, carrying value approximates fair value.

Mortgage loans on real estate

Mortgage loan fair value estimates are generally 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. Management believes the discount rate used is commensurate with the credit, interest rate, term, servicing costs and risks of loans similar to the portfolio loans that the Company would make today given its internal pricing strategy.

Other investments

Other investments include the Company’s percentage ownership of foreclosed lease interests in aircraft. The estimated fair value is based on the present value of anticipated lease payments plus the residual value of the aircraft. Real estate held for investments is also included in other investments. The estimated fair value for real estate is based on appraised value.

Derivative counterparty collateral agreements

Included in other assets and other liabilities is cash collateral received from derivative counterparties and the obligation to return the cash collateral to the counterparties. The amortized cost of the collateral is a reasonable estimate of fair value.

Derivative instruments

Included in other assets and other liabilities are derivative financial instruments. The estimated fair values of OTC derivatives, primarily consisting of interest rate swaps and interest rate swaptions which are held for other than trading purposes, are the estimated amounts the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates, counterparty credit risk and other relevant factors.

Separate account assets

Separate account assets include investments in mutual fund, fixed maturity and short-term securities. Mutual funds are recorded at net asset value, which approximates fair value, on a daily basis. The fixed maturity and short-term investments are valued in the same manner, and using the same pricing sources and inputs as the fixed maturity and short-term investments of the Company.

Annuity contract benefits without life contingencies

The estimated fair values of annuity contract benefits without life contingencies are estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for the Company’s credit risk.

Policyholders’ funds

The carrying amount of policyholders’ funds approximates the fair value since the Company can change the interest crediting rates with thirty days notice.

36

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Notes payable

The estimated fair values of the notes payable to GWL&A Financial are based upon quoted market prices from independent pricing services of securities with characteristics similar to those of the notes payable.

37

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Fair value hierarchy

The following tables present the Company’s financial assets and liabilities carried at fair value on a recurring basis by fair value hierarchy category as of December 31, 2011 and 2010:

	Assets and liabilities measured at fair value on a recurring basis
	December 31, 2011
Assets	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Fixed maturities available-for-sale:
U.S. government direct obligations and U.S. agencies	$	-	$	2,315,671	$	-	$	2,315,671
Obligations of U.S. states and their subdivisions		-		2,071,170		-		2,071,170
Corporate debt securities		-		8,859,250		36,496		8,895,746
Asset-backed securities		-		1,672,423		279,021		1,951,444
Residential mortgage-backed securities		-		591,542		-		591,542
Commercial mortgage-backed securities		-		747,797		-		747,797
Collateralized debt obligations		-		16,391		22		16,413
Total fixed maturities available-for-sale		-		16,274,244		315,539		16,589,783
Fixed maturities held for trading:
U.S. government direct obligations and U.S. agencies		-		36,352		-		36,352
Corporate debt securities		-		60,243		-		60,243
Asset-backed securities		-		43,905		-		43,905
Commercial mortgage-backed securities		-		7,026		-		7,026
Total fixed maturities held for trading		-		147,526		-		147,526
Short-term investments available-for-sale		45,869		286,895		-		332,764
Collateral under securities lending agreements		7,099		-		-		7,099
Collateral under derivative counterparty collateral agreements		11,985		-		-		11,985
Derivative instruments designated as hedges:
Interest rate swaps		-		20,894		-		20,894
Cross-currency swaps		-		6,241		-		6,241
Derivative instruments not designated as hedges:
Interest rate swaps		-		4,687		-		4,687
Interest rate swaptions		-		944		-		944
Total derivative instruments		-		32,766		-		32,766
Separate account assets (1)		10,646,426		11,568,489		2,118		22,217,033
Total assets	$	10,711,379	$	28,309,920	$	317,657	$	39,338,956
Liabilities
Collateral under securities lending agreements	$	7,099	$	-	$	-	$	7,099
Collateral under derivative counterparty collateral agreements		11,985		-		-		11,985
Derivative instruments designated as hedges:
Interest rate swaps		-		1,011		-		1,011
Derivative instruments not designated as hedges:
Interest rate swaps		-		13,003		-		13,003
Total derivative instruments		-		14,014		-		14,014
Separate account liabilities (1)		74		278,796		-		278,870
Total liabilities	$	19,158	$	292,810	$	-	$	311,968

⁽¹⁾    Includes only separate account instruments which are carried at the fair value of the underlying invested assets or   liabilities owned by the separate accounts.

38

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Assets and liabilities measured at fair value on a recurring basis
	December 31, 2010
Assets	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Fixed maturities available-for-sale:
U.S. government direct obligations and U.S. agencies	$	-	$	2,371,150	$	-	$	2,371,150
Obligations of U.S. states and their subdivisions		-		1,942,263		-		1,942,263
Corporate debt securities		-		7,979,736		58,692		8,038,428
Asset-backed securities		-		1,711,438		290,488		2,001,926
Residential mortgage-backed securities		-		739,062		-		739,062
Commercial mortgage-backed securities		-		820,349		-		820,349
Collateralized debt obligations		-		29,865		14		29,879
Total fixed maturities available-for-sale		-		15,593,863		349,194		15,943,057
Fixed maturities held for trading:
U.S. government direct obligations and U.S. agencies		-		41,834		-		41,834
Corporate debt securities		-		49,961		-		49,961
Asset-backed securities		-		44,060		-		44,060
Commercial mortgage-backedsecurities		-		8,319		-		8,319
Total fixed maturities held for trading		-		144,174		-		144,174
Short-term investments available-for-sale		140,922		823,585		-		964,507
Collateral under securities lending agreements		51,749		-		-		51,749
Collateral under derivative counterparty collateral agreements		7,790		-		-		7,790
Derivative instruments designated as hedges:
Interest rate swaps		-		10,386		-		10,386
Derivative instruments not designated as hedges:
Interest rate swaps		-		9,484		-		9,484
Interest rate swaptions		-		4,956		-		4,956
Total derivative instruments		-		24,826		-		24,826
Separate account assets (1)		11,222,384		10,838,983		4,278		22,065,645
Total assets	$	11,422,845	$	27,425,431	$	353,472	$	39,201,748
Liabilities
Derivative instruments designated as hedges:
Interest rate swaps	$	-	$	131	$	-	$	131
Cross-currency swaps		-		252		-		252
Derivative instruments not designated as hedges:
Interest rate swaps		-		5,448		-		5,448
Total derivative instruments		-		5,831		-		5,831
Separate account liabilities (1)		93		301,108		-		301,201
Total liabilities	$	93	$	306,939	$	-	$	307,032

⁽¹⁾ Includes only separate account instruments which are carried at the fair value of the underlying invested assets or liabilities owned by the separate accounts.

39

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

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, 2011
	Fixed maturities available-for-sale
	Corporate debt securities			Asset-backed securities			Collateralized debt obligations		Separate accounts			Total
Balance, January 1, 2011	$	58,692		$	290,488		$	14	$	4,278		$	353,472
Realized and unrealized gains (losses) included in:
Net income		3,961			(192	)		-		37			3,806
Other comprehensive income (loss)		779			20,031			8		260			21,078
Sales		(14,430	)		-			-		(1,847	)		(16,277	)
Settlements		(17,460	)		(31,306	)		-		(158	)		(48,924	)
Transfers into Level 3 (1)		7,333			-			-		1,400			8,733
Transfers out of Level 3 (1)		(2,379	)		-			-		(1,852	)		(4,231	)
Balance, December 31, 2011	$	36,496		$	279,021		$	22	$	2,118		$	317,657
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, 2011	$	-		$	-		$	-	$	-		$	-

⁽¹⁾ Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors.

	Recurring Level 3 financial assets and liabilities Year ended December 31, 2010
	Fixed maturities available-for-sale
	Corporate debt securities			Asset-backed securities			Commercial mortgage-backed securities			Collateralized debt obligations			Other assets and liabilities  (1)			Separate accounts			Total
Balance, January 1, 2010	$	188,936		$	392,365		$	58,270		$	1,729		$	(3,317	)	$	9,960		$	647,943
Realized and unrealized gains (losses) included in:
Net income		475			(49,393	)		-			(34	)		-			-			(48,952	)
Other comprehensive income (loss)		5,630			70,026			-			161			-			622			76,439
Purchases, issuances and settlements		(30,084	)		(98,807	)		-			(1,842	)		-			(1,700	)		(132,433	)
Transfers in (out) of Level 3 (2)		(106,265	)		(23,703	)		(58,270	)		-			3,317			(4,604	)		(189,525	)
Balance, December 31, 2010	$	58,692		$	290,488		$	-		$	14		$	-		$	4,278		$	353,472
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, 2010	$	-		$	-		$	-		$	-		$	-		$	-		$	-

⁽¹⁾  Includes derivative financial instruments.

⁽²⁾ Transfers in and out of Level 3 are from and to Level 2 and are due primarily to the ability or inability to corroborate market prices with multiple pricing vendors.

	Recurring Level 3 financial assets and liabilities Year ended December 31, 2009
	Fixed maturities available-for-sale
	U.S. government and U.S. agencies			Corporate debt securities			Asset-backed securities			Commercial mortgage-backed securities			Collateralized debt obligations			Other assets and liabilities  (1)			Separate accounts		Total
Balance, January 1, 2009	$	14,711		$	203,975		$	521,351		$	55,321		$	213		$	3,224		$	532	$	799,327
Realized and unrealized gains (losses) included in:
Net income		-			(2,597	)		(84,990	)		-			-			-			-		(87,587	)
Other comprehensive income (loss)		2,227			47,030			178,951			3,281			1,592			(6,541	)		1,902		228,442
Purchases, issuances and settlements		(256	)		(52,008	)		(124,017	)		(332	)		(12,027	)		-			7,526		(181,114	)
Transfers in (out) of Level 3(2)		(16,682	)		(7,464	)		(98,930	)		-			11,951			-			-		(111,125	)
Balance, December 31, 2009	$	-		$	188,936		$	392,365		$	58,270		$	1,729		$	(3,317	)	$	9,960	$	647,943
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, 2009	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-

⁽¹⁾  Includes derivative financial instruments.

⁽²⁾ Transfers in and out of Level 3 are from and to Level 2 and are due primarily to the ability or inability to corroborate market prices with multiple pricing vendors.

Non-recurring fair value measurements - The Company held $19,745 and $980 of adjusted cost basis limited partnership interests which were impaired at December 31, 2011 and 2010, respectively, based on the fair value disclosed in the limited partnership financial statements. These limited partnership interests were recorded at estimated fair value and represent a non-recurring fair value measurement. The estimated fair value was categorized as Level 3.

40

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

7. Reinsurance

In the normal course of its 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 coinsurance contracts. The Company retains a maximum liability in the amount of $3,500 of coverage per individual life. Further, the maximum annual growth due to automatic increases is $175 per annum, with an overall maximum of $1,000.

Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The failure of reinsurers to honor their obligations could result in losses to the Company. 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, 2011 and 2010, the reinsurance receivables had carrying values in the amounts of $616,336 and $594,997, respectively. Included in these amounts are $502,093 and $483,564 at December 31, 2011 and 2010, respectively, associated with reinsurance agreements with related parties. At December 31, 2011 and 2010, 81% and 73%, respectively, of the total reinsurance receivable was due from CLAC, a related party.

The Company assumes risk from approximately forty insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life. Maximum capacity to be accepted by the Company is dictated at the treaty level and is monitored annually to ensure the risk acquired on any one life is managed to its maximum retention of $3,500.

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2011:

	Life insurance in-force
	Individual			Group			Total
Written and earned direct	$	50,461,815		$	37,007,795		$	87,469,610
Reinsurance ceded		(11,157,504	)		-			(11,157,504	)
Reinsurance assumed		77,352,956			-			77,352,956
Net	$	116,657,267		$	37,007,795		$	153,665,062
Percentage of amount assumed to net		66.3%			0.0%			50.3%
	Premium income
	Life insurance			Annuities			Total
Written and earned direct	$	395,419		$	1,960		$	397,379
Reinsurance ceded		(40,654	)		(66	)		(40,720	)
Reinsurance assumed		166,557			-			166,557
Net	$	521,322		$	1,894		$	523,216

41

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2010:

	Life insurance in-force
	Individual			Group			Total
Written and earned direct	$	50,976,256		$	34,985,650		$	85,961,906
Reinsurance ceded		(9,878,257	)		-			(9,878,257	)
Reinsurance assumed		80,618,669			-			80,618,669
Net	$	121,716,668		$	34,985,650		$	156,702,318
Percentage of amount assumed to net		66.2%			0.0%			51.4%
	Premium income
	Life insurance			Annuities			Total
Written and earned direct	$	674,726		$	5,665		$	680,391
Reinsurance ceded		(41,362	)		(112	)		(41,474	)
Reinsurance assumed		166,705			-			166,705
Net	$	800,069		$	5,553		$	805,622
The following table summarizes total premium income for the year ended December 31, 2009:
	Premium income
	Life insurance			Annuities			Total
Written and earned direct	$	431,585		$	3,039		$	434,624
Reinsurance ceded		(48,687	)		(74	)		(48,761	)
Reinsurance assumed		174,389			-			174,389
Net	$	557,287		$	2,965		$	560,252

8. Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in DAC and VOBA for the years ended December 31, 2011, 2010 and 2009:

	DAC			VOBA			Total
Balance, January 1, 2009	$	625,144		$	55,711		$	680,855
Capitalized additions		74,642			-			74,642
Amortization and writedowns		(61,113	)		(1,161	)		(62,274	)
Unrealized investment (gains) losses		(242,085	)		(5,881	)		(247,966	)
Balance, December 31, 2009		396,588			48,669			445,257
Capitalized additions		80,020			-			80,020
Amortization and writedowns		(48,903	)		(1,837	)		(50,740	)
Unrealized investment (gains) losses		(167,162	)		(427	)		(167,589	)
Balance, December 31, 2010		260,543			46,405			306,948
Capitalized additions		88,165			-			88,165
Amortization and writedowns		(37,998	)		(3,636	)		(41,634	)
Unrealized investment (gains) losses		(9,313	)		(717	)		(10,030	)
Balance, December 31, 2011	$	301,397		$	42,052		$	343,449

The estimated future amortization of VOBA for the years ended December 31, 2012 through December 31, 2016 is approximately $4,000 per annum.

42

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

9. Goodwill and Other Intangible Assets

The balance of goodwill, all of which is within the Retirement Services segment, at December 31, 2011 and 2010 was $105,255.

The following tables summarize other intangible assets, all of which are within the Retirement Services segment, as of December 31, 2011 and 2010:

	December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value
Customer relationships	$	36,314	$	(15,234	)	$	21,080
Preferred provider agreements		7,970		(7,195	)		775
Total	$	44,284	$	(22,429	)	$	21,855
	December 31, 2010
	Gross carrying amount		Accumulated amortization			Net book value
Customer relationships	$	36,314	$	(12,701	)	$	23,613
Preferred provider agreements		7,970		(5,941	)		2,029
Total	$	44,284	$	(18,642	)	$	25,642

Amortization expense for other intangible assets included in general insurance expenses was $3,787. $3,990 and $4,192 for the years ended December 31, 2011, 2010 and 2009, respectively. Except for goodwill, the Company has no intangible assets with indefinite lives. The Company did not incur costs to renew or extend the term of acquired intangible assets during the year ended December 31, 2010.

The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2012 through December 31, 2016 is approximately $3,000 per annum.

10. Commercial Paper

The Company maintains a commercial paper program that is partially supported by a $50,000 corporate credit facility.

The following table provides information regarding the Company’s commercial paper program at December 31, 2011 and 2010:

	December 31,
	2011	2010
Commercial paper outstanding	$97,536	$91,681
Maturity range (days)	4 - 75	3 - 74
Interest rate range	0.2% - 0.4%	0.3% - 0.4%

11. Stockholder’s Equity and Dividend Restrictions

At December 31, 2011 and 2010, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which were issued or outstanding at either date. In addition, the Company has 50,000,000 shares of $1 par value common stock authorized, 7,032,000 of which were issued and outstanding at both December 31, 2011 and 2010.

43

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

GWLA’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 the years ended December 31, 2011, 2010 and 2009 are as follows:

	2011(1)		2010(2)		2009(3)
Net income	$	146,902	$	405,343	$	282,033
Capital and surplus		1,069,452		1,159,657		1,360,896

⁽¹⁾  As filed with the Colorado Division of Insurance

⁽²⁾  As filed with the Colorado Division of Insurance. The Company subsequently filed an amended filing with the Colorado Division of Insurance whereby net income and capital and surplus were $398,555 and $1,152,654, respectively.

⁽³⁾  As filed in an amended filing with the Colorado Division of Insurance

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. During the years ended December 31, 2011, 2010 and 2009, the Company paid dividends in the amounts of $206,353, $160,917 and $24,682, respectively, to its parent company, GWL&A Financial.

The maximum amount of dividends that can be paid to stockholders by insurance companies domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. As filed with the Colorado Division of Insurance, the statutory capital and surplus and net gain from operations at and for the year ended December 31, 2011 were $1,069,452 and $176,892, respectively. Based on the as filed amounts, gGWLA may pay up to $176,892 of dividends during the year ended December 31, 2012 without the prior approval of the Colorado insurance commissioner. Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.

44

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

12. Other Comprehensive Income

The following tables present the composition of other comprehensive income (loss) for the years ended December 31, 2011, 2010 and 2009:

	Year ended December 31, 2011
	Before-tax amount			Tax (expense) benefit			Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	511,663		$	(179,082	)	$	332,581
Net changes during the year related to cash flow hedges		21,014			(7,355	)		13,659
Reclassification adjustment for gains realized in net income		(74,165	)		25,958			(48,207	)
Net unrealized gains		458,512			(160,479	)		298,033
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(96,860	)		33,901			(62,959	)
Net unrealized gains		361,652			(126,578	)		235,074
Employee benefit plan adjustment		(49,566	)		17,348			(32,218	)
Other comprehensive income	$	312,086		$	(109,230	)	$	202,856
	Year ended December 31, 2010
	Before-tax amount			Tax (expense) benefit			Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	724,296		$	(253,504	)	$	470,792
Net changes during the year related to cash flow hedges		17,293			(6,053	)		11,240
Reclassification adjustment for losses realized in net income		23,198			(8,119	)		15,079
Net unrealized gains		764,787			(267,676	)		497,111
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(182,357	)		63,825			(118,532	)
Net unrealized gains		582,430			(203,851	)		378,579
Employee benefit plan adjustment		(5,142	)		1,800			(3,342	)
Other comprehensive income	$	577,288		$	(202,051	)	$	375,237

45

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Year ended December 31, 2009
	Before-tax amount			Tax (expense) benefit			Net-of-tax amount
Unrealized holding gains arising during the year on available-for-sale fixed maturity investments	$	1,174,693		$	(411,143	)	$	763,550
Net changes during the year related to cash flow hedges		(57,218	)		20,027			(37,191	)
Reclassification adjustment for losses realized in net income		71,473			(25,016	)		46,457
Net unrealized gains		1,188,948			(416,132	)		772,816
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(250,468	)		87,664			(162,804	)
Net unrealized gains		938,480			(328,468	)		610,012
Employee benefit plan adjustment		43,797			(15,329	)		28,468
Other comprehensive income	$	982,277		$	(343,797	)	$	638,480

13. General Insurance Expenses

The following table summarizes the significant components of general insurance expenses for the years ended December 31, 2011, 2010 and 2009:

	Year ended December 31,
	2011		2010		2009
Compensation	$	303,514	$	294,923	$	273,934
Commissions		156,461		143,680		114,461
Other		75,661		59,783		47,083
Total general insurance expenses	$	535,636	$	498,386	$	435,478

14. Employee Benefit Plans

Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement Plans

The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999. Pension benefits are based principally on an employee’s years of service and compensation levels near retirement. The Company’s policy for funding the defined benefit pension plans is to make annual contributions, which equal or exceed regulatory requirements.

The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible. The medical plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the medical plan benefits in amounts determined at the discretion of management.

The Company also provides supplemental executive retirement plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation. The Company has purchased individual life insurance policies with respect to each employee covered by this plan. The Company is the owner and beneficiary of the insurance contracts.

46

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans as of the years ended December 31, 2011 and 2010:

`	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan						Total
	2011			2010			2011			2010			2011			2010			2011			2010
Change in projected benefit obligation:
Benefit obligation, January 1	$	349,435		$	318,278		$	10,162		$	12,136		$	54,855		$	44,430		$	414,452		$	374,844
Service cost		3,935			3,739			622			728			916			672			5,473			5,139
Interest cost		20,286			19,578			585			713			3,136			2,905			24,007			23,196
Actuarial (gain) loss		39,211			18,644			693			(2,843	)		3,520			5,973			43,424			21,774
Regular benefits paid		(11,733	)		(10,804	)		(337	)		(572	)		(2,719	)		(2,646	)		(14,789	)		(14,022	)
Plan amendments		-			-			-			-			1,650			3,521			1,650			3,521
Benefit obligation, December 31	$	401,134		$	349,435		$	11,725		$	10,162		$	61,358		$	54,855		$	474,217		$	414,452
Accumulated benefit obligation	$	393,487		$	342,967		$	11,725		$	10,162		$	50,033		$	41,837		$	455,245		$	394,966
	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan						Total
	2011			2010			2011			2010			2011			2010			2011			2010
Change in plan assets:
Value of plan assets, January 1	$	282,616		$	251,078		$	-		$	-		$	-		$	-		$	282,616		$	251,078
Actual return on plan assets		12,353			36,642			-			-			-			-			12,353			36,642
Employer contributions		10,100			5,700			337			572			2,719			2,646			13,156			8,918
Benefits paid		(11,733	)		(10,804	)		(337	)		(572	)		(2,719	)		(2,646	)		(14,789	)		(14,022	)
Value of plan assets, December 31	$	293,336		$	282,616		$	-		$	-		$	-		$	-		$	293,336		$	282,616
	2011			2010			2011			2010			2011			2010			2011			2010
Under funded status at December 31	$	(107,798	)	$	(66,819	)	$	(11,725	)	$	(10,162	)	$	(61,358	)	$	(54,855	)	$	(180,881	)	$	(131,836	)

The following table presents amounts recognized in the consolidated balance sheets at December 31, 2011 and 2010 for the Company’s Defined Benefit Pension, Post-retirement Medical and Supplemental Executive Retirement plans:

	Defined benefit pension plan						Post-retirement medical plan				Supplemental executive retirement plan						Total
	2011			2010			2011		2010		2011			2010			2011			2010
Amounts recognized in consolidated balance sheets:
Accumulated other comprehensive income (loss)	$	(120,487	)	$	(76,314	)	$	15,741	$	18,695	$	(15,520	)	$	(13,079	)	$	(120,266	)	$	(70,698	)

The following table provides information regarding amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of net periodic benefit cost at December 31, 2011:

	Defined benefit pension plan						Post-retirement medical plan				Supplemental executive retirement plan						Total
	Gross			Net of tax			Gross		Net of tax		Gross			Net of tax			Gross			Net of tax
Net gain (loss)	$	(120,321	)	$	(78,208	)	$	7,600	$	4,940	$	(9,587	)	$	(6,231	)	$	(122,308	)	$	(79,499	)
Net prior service (cost) credit		(166	)		(108	)		8,141		5,292		(5,933	)		(3,856	)		2,042			1,328
	$	(120,487	)	$	(78,316	)	$	15,741	$	10,232	$	(15,520	)	$	(10,087	)	$	(120,266	)	$	(78,171	)

The following table provides information regarding amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2012:

	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan				Total
	Gross			Net of tax			Gross			Net of tax			Gross		Net of tax		Gross			Net of tax
Net gain (loss)	$	(9,370	)	$	(6,091	)	$	537		$	349		$	586	$	381	$	(8,247	)	$	(5,361	)
Prior service cost (credit)		51			33			(1,650	)		(1,072	)		934		607		(665	)		(432	)
	$	(9,319	)	$	(6,058	)	$	(1,113	)	$	(723	)	$	1,520	$	988	$	(8,912	)	$	(5,793	)

47

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:

	Defined benefit pension plan		Post-retirement medical plan		Supplemental executive retirement plan
2012	$	12,569	$	650	$	3,611
2013		13,281		693		3,759
2014		13,973		733		3,574
2015		14,951		757		4,992
2016		16,524		782		3,447
2017 through 2021		103,331		4,117		29,048

Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income for the years ended December 31, 2011, 2010 and 2009 includes the following components:

	Defined benefit pension plan
	2011			2010			2009
Components of net periodic cost:
Service cost	$	3,935		$	3,739		$	4,087
Interest cost		20,286			19,578			19,135
Expected return on plan assets		(21,093	)		(18,618	)		(16,073	)
Amortization of transition obligation		(1,388	)		(1,514	)		(1,514	)
Amortization of unrecognized prior service cost		51			82			88
Amortization of loss from earlier periods		5,115			5,091			10,131
Net periodic cost	$	6,906		$	8,358		$	15,854
	Post-retirement medical plan
	2011			2010			2009
Components of net periodic benefit:
Service cost	$	622		$	728		$	680
Interest cost		585			713			709
Amortization of unrecognized prior service benefit		(1,650	)		(1,650	)		(1,650	)
Amortization of gain from earlier periods		(611	)		(461	)		(440	)
Net periodic benefit	$	(1,054	)	$	(670	)	$	(701	)
	Supplemental executive retirement plan
	2011			2010			2009
Components of net periodic (benefit) cost:
Service cost	$	916		$	673		$	716
Interest cost		3,136			2,905			2,856
Amortization of unrecognized prior service cost		2,584			899			675
Amortization of net (gain) loss		145			-			-
Net periodic (benefit) cost	$	6,781		$	4,477		$	4,247

48

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables present the weighted average interest rate assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans at December 31, 2011 and 2010:

	Defined benefit pension plan
	2011	2010
Discount rate	5.23%	5.87%
Expected return on plan assets	7.50%	7.50%
Rate of compensation increase	3.14%	3.14%
	Post-retirement medical plan
	2011	2010
Discount rate	4.70%	5.87%
Initial health care cost trend	8.00%	7.50%
Ultimate health care cost trend	5.25%	5.25%
Year ultimate trend is reached	2018	2016
	Supplemental executive retirement plan
	2011	2010
Discount rate	4.87%	5.87%
Rate of compensation increase	5.00%	6.00%

The following tables present the weighted average interest rate assumptions used in determining the net periodic benefit/cost of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans for the years ended December 31, 2011 and 2010:

	Defined benefit pension plan
	2011	2010
Discount rate	5.87%	6.37%
Expected return on plan assets	7.50%	8.00%
Rate of compensation increase	3.14%	4.94%
	Post-retirement medical plan
	2011	2010
Discount rate	5.87%	6.37%
Initial health care cost trend	7.50%	8.00%
Ultimate health care cost trend	5.25%	5.25%
Year ultimate trend is reached	2016	2016
	Supplemental executive retirement plan
	2011	2010
Discount rate	5.87%	6.37%
Rate of compensation increase	6.00%	6.00%

The discount rate has been set based upon the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.

49

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table presents what a one-percentage-point change in assumed healthcare cost trend rates would have on the following:

	One percentage point increase	One percentage point decrease
Increase (decrease) on total service and interest cost on components	$                162	$(139)
Increase (decrease) on post-retirement benefit obligation	1,199	(1,048)

The following table presents how the Company’s Defined Benefit Pension Plan assets are invested at December 31, 2011 and 2010:

	December 31,
	2011	2010
Equity securities	52%	65%
Debt securities	44%	33%
Other	4%	2%
Total	100%	100%

The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis as of December 31, 2011 and 2010 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Defined Benefit Plan Assets Measured at Fair Value on a Recurring Basis December 31, 2011
	Quoted prices in active markets for identical assets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)	Total
Common collective trust funds:
Equity index funds	$                     -	$                49,211	$                        -	$              49,211
Midcap index funds	-	48,406	-	48,406
World equity index funds	-	5,336	-	5,336
U.S. equity market funds	-	48,972	-	48,972
Total common collective trust funds	-	151,925	-	151,925
Fixed maturity investments:
U.S. government direct obligations and agencies	-	10,676	-	10,676
Obligations of U.S. states and their municpalities	-	22,467	-	22,467
Corporate debt securities	-	86,836	-	86,836
Asset-backed securities	-	7,711	-	7,711
Commercial mortgage-backed securities	-	2,487	-	2,487
Total fixed maturity investments	-	130,177	-	130,177
Preferred stock	-	111	-	111
Limited partnership investments	-	-	7,116	7,116
Money market funds	4,007	-	-	4,007
Total defined benefit plan assets	$             4,007	$              282,213	$                7,116	$            293,336

50

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Defined Benefit Plan Assets Measured at Fair Value on a Recurring  Basis December 31, 2010
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Common collective trust funds:
Equity index funds	$	-	$	54,784	$	-	$	54,784
Midcap index funds		-		57,007		-		57,007
World equity index funds		-		15,549		-		15,549
U.S. equity market funds		-		55,487		-		55,487
Total common collective trust funds		-		182,827		-		182,827
Fixed maturity investments:
U.S. government direct obligations and agencies		-		10,767		-		10,767
Obligations of U.S. states and their municpalities		-		9,716		-		9,716
Corporate debt securities		-		61,350		-		61,350
Asset-backed securities		-		8,091		-		8,091
Commercial mortgage-backed securities		-		2,174		-		2,174
Total fixed maturity investments		-		92,098		-		92,098
Preferred stock		-		45		-		45
Limited partnership investments		-		-		6,030		6,030
Money market funds		1,616		-		-		1,616
Total defined benefit plan assets	$	1,616	$	274,970	$	6,030	$	282,616

The following tables present additional information at December 31, 2011 and 2010 about assets of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Fair Value Measurements Using Significant  Unobservable Inputs (Level 3)
	Limited partnership interest
Balance, December 31, 2010	$	6,030
Actual return on plan assets:
Purchases		(34	)
Issuances		1,542
Settlements		(422	)
Balance, December 31, 2011	$	7,116

51

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Limited partnership interests
Balance, December 31, 2009	$	4,495
Actual return on plan assets:
Purchases		395
Issuances		1,653
Settlements		(513	)
Balance, December 31, 2010	$	6,030

The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.

The Defined Benefit Pension Plan utilizes various investment securities. Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.

The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2012:

	December 31, 2012
Equity securities	25% - 75%
Debt securities	25% - 75%
Other	0% - 15%

Management estimates the value of these investments will be recoverable. The Company does not expect any plan assets to be returned to it during the year ended December 31, 2012. The Company expects to make payments of approximately $650 with respect to its Post-Retirement Medical Plan and $3,611 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2012. The Company will make a contribution at least equal to the minimum contribution of $22,000 to its Defined Benefit Pension Plan during the year ended December 31, 2012.

Other employee benefit plans

The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $13,330 and $14,139 at December 31, 2011 and 2010, respectively. The participant deferrals earned interest at the average rates of 6.72% and 7.55% during the years ended December 31, 2011 and 2010, respectively. The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 6.37% to 7.91% for retired participants.

52

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets are $11,258 and $10,848 at December 31, 2011 and 2010, respectively.

15. Federal Income Taxes

The provision for income taxes from continuing operations is comprised of the following:

	Year ended December 31,
	2011		2010		2009
Current	$	70,201	$	34,090	$	(21,088)
Deferred		30,002		38,425		62,521
Total income tax provision from continuing operations	$	100,203	$	72,515	$	41,433
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, 2011, 2010 and 2009:
	Year ended December 31,
	2011		2010		2009
Statutory federal income tax rate		35.0%		35.0%		35.0%
Income tax effect of:
Investment income not subject to federal tax		(2.7%)		(2.2%)		(4.9%)
Tax credits		(2.1%)		(2.9%)		(4.9%)
State income taxes, net of federal benefit		0.7%		0.7%		(2.8%)
Provision for policyholders’ share of earnings on participating business		0.3%		0.3%		0.3%
Income tax contingency provisions		2.0%		(3.9%)		0.9%
Other, net		(1.4%)		(0.8%)		1.4%
Effective federal income tax rate from continuing operations		31.8%		26.2%		25.0%

53

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

A reconciliation of unrecognized tax benefits for the years ended December 31, 2011, 2010 and 2009 is as follows:

	Year ended December 31,
	2011			2010			2009
Balance, beginning of year	$	35,256		$	81,390		$	60,079
Additions to tax positions in the current year		6,557			6,939			24,843
Reductions to tax positions in the current year		(420	)		-			(2,670	)
Additions to tax positions in the prior year		4,785			142			-
Reductions to tax positions in the prior year		(9,858	)		(47,922	)		(862	)
Reductions to tax positions from statutes expiring		(4,197	)		(5,253	)		-
Settlements		-			(40	)		-
Balance, end of year	$	32,123		$	35,256		$	81,390

Included in the unrecognized tax benefits of $32,123 at December 31, 2011 was $6,379 of tax benefits that, if recognized, would impact the annual effective tax rate. Also included in the balance at December 31, 2011 is $25,744 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 and penalties, 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 anticipates additional increases in its unrecognized tax benefits of $2,000 to $3,000 in the next twelve months. The Company expects that this increase in its unrecognized tax benefit will impact the effective tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized approximately $2,629, ($13,403) and $2,430 in interest and penalties related to the uncertain tax positions during the years ended December 31, 2011, 2010 and 2009, respectively. The Company had approximately $4,204 and $1,575 accrued for the payment of interest and penalties at December 31, 2011 and 2010, respectively.

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 income tax examinations by tax authorities for years 2007 and prior. Tax years 2008, 2009 and 2010 are open to federal examination by the I.R.S. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.

54

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities as of December 31, 2011 and 2010, are as follows:

	December 31,
	2011				2010
	Deferred tax asset		Deferred tax liability		Deferred tax asset		Deferred tax liability
Policyholder reserves	$	-	$	210,457	$	-	$	200,110
Deferred acquisition costs		-		8,112		26,976		-
Investment assets		-		336,482		-		169,852
Policyholder dividends		18,449		-		18,706		-
Net operating loss carryforward		200,486		-		193,828		-
Pension plan accrued benefit liability		72,387		-		59,178		-
Goodwill		-		25,169		-		24,126
Experience rated refunds		21,623		-		19,335		-
Tax Credits		74,389		-		41,493
Other		-		4,843		-		23,226
Total deferred taxes	$	387,334	$	585,063	$	359,516	$	417,314

Amounts presented for investment assets above include ($264,078) and ($145,517) related to the net unrealized losses (gains) on the Company’s investments, which are classified as available-for-sale at December 31, 2011 and 2010, respectively.

The Company, together with certain of its subsidiaries, and Lifeco U.S. have entered into an income tax allocation agreement whereby Lifeco U.S. files a consolidated federal income tax return. Under the agreement, these companies are responsible for and will receive the benefits of any income tax liability or benefit computed on a separate tax return basis.

The Company has federal net operating loss carry forwards generated by a subsidiary that is included in the Lifeco U.S. consolidated federal income tax return. As of December 31, 2011, the subsidiary had net operating loss carry forwards expiring as follows:

Year	Amount
2020	$	179,380
2021		112,600
2022		136,701
2023		81,693
Total	$	510,374

During 2011 and 2010, the Company generated $34,020 and $36,039 of Guaranteed Federal Low Income Housing tax credit carryforwards respectively. These credits will expire in 2031 and 2030.

Included in due from parent and affiliates at December 31, 2011 and 2010 is $115,300 and $199,884, respectively, of income taxes receivable from Lifeco U.S. related to the consolidated income tax return filed by the Company and certain subsidiaries. Included in the consolidated balance sheets at December 31, 2011 and 2010 is $9,019 and $10,311, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by certain subsidiaries.

55

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

16. Segment Information

The Company has three reportable segments: Individual Markets, Retirement Services and Other.

Individual Markets

The Individual Markets reporting and operating segment distributes life insurance and individual annuity products to both individuals and businesses through various distribution channels. Life insurance products in-force include participating and non-participating term life, whole life, universal life and variable universal life.

Retirement Services

The Retirement Services reporting and operating segment provides retirement plan enrollment services, communication materials, various retirement plan investment options and educational services to employer-sponsored defined contribution/defined benefit plans and 401(k) and 403(b) plans, as well as comprehensive administrative and record-keeping services for financial institutions and employers.

Other

The Company’s Other reporting segment is substantially comprised of activity under the assumption reinsurance agreement between GWSC and CLAC (“the GWSC operating segment”), corporate items not directly allocated to the other operating segments and interest expense on long-term debt.

The accounting principles used to determine segment results are the same as those used in the consolidated financial statements. The Company evaluates performance of its reportable segments based on their profitability from operations after income taxes. Inter-segment transactions and balances have been eliminated in consolidation. The Company’s operations are not materially dependent on one or a few customers, brokers or agents.

56

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information for the year ended and as of December 31, 2011:

	Year ended December 31, 2011
	Individual Markets		Retirement Services		Other			Total
Revenue:
Premium income	$	395,923	$	1,960	$	125,333		$	523,216
Fee income		65,487		416,405		4,903			486,795
Net investment income		714,228		399,222		45,036			1,158,486
Net realized gains on investments		20,533		3,311		651			24,495
Total revenues		1,196,171		820,898		175,923			2,192,992
Benefits and expenses:
Policyholder benefits		937,885		222,642		103,435			1,263,962
Operating expenses		102,016		423,895		88,821			614,732
Total benefits and expenses		1,039,901		646,537		192,256			1,878,694
Income (loss) from continuing operations before income taxes		156,270		174,361		(16,333	)		314,298
Income tax expense (benefit)		51,667		54,808		(6,272	)		100,203
Income (loss) from continuing operations	$	104,603	$	119,553	$	(10,061	)	$	214,095
	December 31, 2011
	Individual Markets		Retirement Services		Other			Total
Assets:
Investments	$	13,702,356	$	8,752,301	$	1,540,575		$	23,995,232
Other assets		1,124,844		718,487		126,468			1,969,799
Separate account assets		5,884,676		16,446,714		-			22,331,391
Assets of continuing operations	$	20,711,876	$	25,917,502	$	1,667,043			48,296,422
Assets of discontinued operations									39,621
Total assets								$	48,336,043

57

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information for the year ended and as of December 31, 2010:

	Year ended December 31, 2010
	Individual Markets			Retirement Services			Other			Total
Revenue:
Premium income	$	676,395		$	5,509		$	123,718		$	805,622
Fee income		56,232			387,103			4,619			447,954
Net investment income		730,439			399,456			44,849			1,174,744
Net realized losses on investments		(1,239	)		(23,229	)		(27	)		(24,495	)
Total revenues		1,461,827			768,839			173,159			2,403,825
Benefits and expenses:
Policyholder benefits		1,218,791			221,943			99,673			1,540,407
Operating expenses		132,962			391,491			62,095			586,548
Total benefits and expenses		1,351,753			613,434			161,768			2,126,955
Income from continuing operations before income taxes		110,074			155,405			11,391			276,870
Income tax expense		30,006			37,916			4,593			72,515
Income from continuing operations	$	80,068		$	117,489		$	6,798		$	204,355
	December 31, 2010
	Individual Markets			Retirement Services			Other			Total
Assets:
Investments	$	13,159,008		$	8,277,926		$	1,631,662		$	23,068,596
Other assets		1,167,474			695,401			144,762			2,007,637
Separate account assets		6,264,046			16,224,992			-			22,489,038
Assets from continuing operations	$	20,590,528		$	25,198,319		$	1,776,424			47,565,271
Assets from discontinued operations											62,091
Total assets										$	47,627,362

58

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table summarizes segment financial information for the year ended December 31, 2009:

	Year ended December 31, 2009
	Individual Markets			Retirement Services			Other			Total
Revenue:
Premium income	$	428,142		$	2,949		$	129,161		$	560,252
Fee income		49,845			331,242			5,114			386,201
Net investment income		718,040			383,446			47,598			1,149,084
Net realized losses on investments		(38,382	)		(23,239	)		(5,919	)		(67,540	)
Total revenues		1,157,645			694,398			175,954			2,027,997
Benefits and expenses:
Policyholder benefits		982,465			231,648			112,691			1,326,804
Operating expenses		101,662			362,775			70,823			535,260
Total benefits and expenses		1,084,127			594,423			183,514			1,862,064
Income (loss) from continuing operations before income taxes		73,518			99,975			(7,560	)		165,933
Income tax expense		17,104			24,417			(88	)		41,433
Income (loss) from continuing operations	$	56,414		$	75,558		$	(7,472	)	$	124,500

17. Share-Based Compensation

Lifeco, of which the Company is an indirect wholly-owned subsidiary, has a stock option plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options. The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant and expiring ten years from the date of grant.

During the year ended December 31, 2011, Lifeco granted 550,700 stock options to employees of the Company. These stock options vest over five-year periods ending in September 2016. Compensation expense of $2,472 will be recognized in the Company’s financial statements over the vesting period of these stock options using the accelerated method of recognition.

The Lifeco plan contains a provision that permits a retiring option holder with unvested stock options on the date of retirement to continue to vest in them after retirement for a period of up to five years. Upon the retirement of an option holder with unvested options, the Company accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.

At December 31, 2011, the Company had $2,710, net of estimated forfeitures, of unrecognized share-based compensation costs, which will be recognized in its earnings through 2016. The weighted-average period over which these costs will be recognized in earnings is 1.8 years.

59

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding at December 31, 2011. The options granted relate to underlying stock traded in Canadian dollars on the Toronto Stock Exchange, therefore, the amounts, which are presented in United States dollars, will fluctuate as a result of exchange rate fluctuations.

				Weighted average
	Shares under option			Exercise price (Whole dollars)		Remaining contractual term (Years)	Aggregate intrinsic value (1)
Outstanding, January 1, 2011		3,542,642		$	24.30
Granted		550,700			26.44
Exercised		(740,582	)		18.42
Cancelled/Expired		(456,200	)		33.29
Outstanding, December 31, 2011		2,896,560				5.7	$	495
Vested and expected to vest, December 31, 2011		2,809,546		$	28.05	5.2	$	403
Exercisable, December 31, 2011		1,478,607		$	28.01	3.8	$	403

⁽¹⁾ The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2011 and the exercise price of the option (only if the result is positive) multiplied by the number of options.

The following table presents other information regarding stock options under the Lifeco plan during the year ended December 31, 2011:

	December 31, 2011
Weighted average fair value of options granted	$	4.49
Intrinsic value of options exercised (1)		1,197
Fair value of options vested		1,541

⁽¹⁾ The intrinsic value of options exercised is calculated as the difference between the market price of Lifeco common shares on the date of exercise and the exercise price of the option multiplied by the number of options exercised.

The fair value of the options granted during the year ended December 31, 2011 was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

Dividend yield	4.59%
Expected volatility	25.22%
Risk free interest rate	2.62%
Expected duration (years)	5.5

60

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

18. Commitments and Contingencies

Commitments

Future Contractual Obligations

The following table summarizes the Company’s estimated future contractual obligations as of December 31, 2011:

	Payment due by period
	Less than one year		One to three years		Three to five years		More than five years		Total
Related party long-term debt - principal (1)		-		-		-		528,400		528,400
Related party long-term debt - interest (2)		37,177		74,355		74,355		940,714		1,126,601
Investment purchase obligations (3)		97,694		-		-		-		97,694
Operating leases (4)		4,894		6,913		2,492		1,043		15,342
Other liabilities (5)		64,119		10,179		10,208		55,165		139,671
Total	$	203,884	$	91,447	$	87,055	$	1,525,322	$	1,907,708

⁽¹⁾ Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of two long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s consolidated balance sheet because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.

⁽²⁾ Related party long-term debt interest - One long-term surplus note bears interest at a fixed rate through maturity. The second surplus note bears interest initially at a fixed rate that will change in the future based upon the then current three-month London Interbank Offering Rate. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2011 and do not consider the impact of future interest rate changes.

⁽³⁾ Investment purchase obligations - The Company commits to fund limited partnership interests, mortgage loan and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans is based on the expiration date of the commitment.

⁽⁴⁾ Operating leases - The Company is obligated to make payments under various non-cancelable operating leases, primarily for office space. Contractual provisions exist that could increase the lease obligations presented, including operating expense escalation clauses. Management does not consider the impact of any such clauses to be material to the Company’s operating lease obligations. The Company incurred rent expense, net of sublease income, of $5,645, $6,047 and $6,767 for the years ended December 31, 2011, 2010 and 2009, respectively.

From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.

61

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2011, 2010 and 2009

(Dollars in Thousands, Except Share Amounts)

⁽⁵⁾ Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:

• Expected benefit payments to the Company’s defined benefit pension and post-retirement medical plans through 2021.

• Miscellaneous purchase obligations to acquire goods and services.

• Unrecognized tax benefits

The Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility matures on May 26, 2013. Interest accrues at a rate dependent on various conditions and terms of borrowings. The agreement requires, among other things, the Company to maintain a minimum adjusted net worth, as defined, of $1,000,000 plus 50% of its net income, if positive and as defined in the credit facility agreement (both compiled on the unconsolidated statutory accounting basis prescribed by the National Association of Insurance Commissioners), for each quarter ending after March 31, 2010. The Company was in compliance with all covenants at December 31, 2011 or 2010.

The Company makes commitments to fund partnership interests and mortgage loans on real estate and other investments in the normal course of its business. The amounts of these unfunded commitments at December 31, 2011 and 2010 were $97,694 and $95,688, respectively, all of which is due within one year from the dates indicated.

Contingencies

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

19. Subsequent Event

On February 3, 2012, the Company’s Board of Directors declared a dividend of $51,600 to be paid to its sole shareholder, GWL&A Financial, during the first quarter of 2012.

62

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Schedule III

Supplemental Insurance Information

(In Thousands)

	As of and for the year ended December 31, 2011
Operations:	Individual Markets     Segment		Retirement Services     Segment		Other     Segment		Total
Deferred acquisition costs	$	118,698	$	182,699	$	-	$	301,397
Future policy benefits, losses, claims and expenses		12,812,079		8,620,044		356,296		21,788,419
Unearned premium reserves		39,855		-		-		39,855
Other policy claims and benefits payable		742,457		445		26,184		769,086
Premium income		395,923		1,960		125,333		523,216
Net investment income		714,228		399,222		45,036		1,158,486
Benefits, claims, losses and settlement expenses		937,885		222,643		103,434		1,263,962
Amortization of deferred acquisition costs		11,354		26,644		-		37,998
Other operating expenses		90,662		397,251		88,821		576,734
	As of and for the year ended December 31, 2010
Operations:	Individual Markets Segment		Retirement Services Segment		Other Segment		Total
Deferred acquisition costs	$	110,247	$	150,296	$	-	$	260,543
Future policy benefits, losses, claims and expenses		12,140,361		7,888,725		351,955		20,381,041
Unearned premium reserves		39,834		-		-		39,834
Other policy claims and benefits payable		714,099		387		24,924		739,410
Premium income		676,395		5,509		123,718		805,622
Net investment income		730,439		399,456		44,849		1,174,744
Benefits, claims, losses and settlement expenses		1,218,791		221,943		99,673		1,540,407
Amortization of deferred acquisition costs		22,743		26,160		-		48,903
Other operating expenses		110,219		365,331		62,095		537,645
	For the year ended December 31, 2009
Operations:	Individual Markets Segment		Retirement Services Segment		Other Segment		Total
Premium income		428,142		2,949		129,161		560,252
Net investment income		718,040		383,446		47,598		1,149,084
Benefits, claims, losses and settlement expenses		982,465		231,648		112,691		1,326,804
Amortization of deferred acquisition costs		16,221		44,892		-		61,113
Other operating expenses		85,441		317,883		70,823		474,147

63

COLI VUL-2 Series Account

of Great-West Life &

Annuity Insurance

Company

Financial Statements for the Years Ended

December 31, 2011 and 2010

and Report of Independent Registered Public

Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Contract Owners of

COLI VUL-2 Series Account

and the Board of Directors of

Great-West Life & Annuity Insurance Company

We have audited the accompanying statements of assets and liabilities of each of the investment divisions which comprise COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) as listed in Appendix A as of December 31, 2011, and the related statements of operations for the periods presented, the statements of changes in net assets for each of the periods presented, and the financial highlights in Note 4 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, 2011, by correspondence with the mutual fund companies; where replies were not received from the mutual fund companies, we

performed other auditing procedures. 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 COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company as of December 31, 2011, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

April 13, 2012

COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY

INSURANCE COMPANY

APPENDIX A

Alger Small Cap Growth Portfolio

American Century VP Income & Growth Fund

American Century VP International Fund

American Century VP Ultra Fund

American Century VP Value Fund

American Century VP Vista Fund

American Funds IS Global Small Capitalization Fund

American Funds IS Growth Fund

American Funds IS International Fund

American Funds IS New World Fund

Columbia Variable Portfolio - Small Cap Value Fund

Davis Financial Portfolio

Davis Value Portfolio

Dreyfus IP MidCap Stock Portfolio

Dreyfus IP Technology Growth Portfolio

Dreyfus Stock Index Fund

Dreyfus VIF Appreciation Portfolio

Dreyfus VIF International Equity Portfolio

DWS Dreman Small Mid Cap Value VIP Portfolio

DWS Global Small Cap Growth VIP Portfolio

DWS High Income VIP Portfolio

DWS Large Cap Value VIP Portfolio

DWS Small Cap Index VIP Portfolio

Federated Capital Appreciation Fund II

Federated High Income Bond Fund II

Federated International Equity Fund II

Federated Kaufmann Fund II

Federated Mid Cap Growth Strategies Fund II

Fidelity VIP Contrafund Portfolio Service II Shares

Fidelity VIP Growth Portfolio Service II Shares

Fidelity VIP Investment Grade Bond Portfolio

Fidelity VIP Mid Cap Portfolio

Invesco V.I. Core Equity Fund

Invesco V.I. Dividend Growth Fund Series I

Invesco V.I. Global Health Care Fund

Invesco V.I. Global Real Estate Fund

Invesco V.I. International Growth Fund

Invesco V.I. Mid Cap Core Equity Fund

Invesco V.I. Technology Fund

Janus Aspen Balanced Portfolio

Janus Aspen Flexible Bond Portfolio

Janus Aspen Forty Portfolio

Janus Aspen Global Life Sciences Portfolio

Janus Aspen Global Technology Portfolio

COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY

INSURANCE COMPANY

APPENDIX A (Concluded)

Janus Aspen Overseas Portfolio

Janus Aspen Worldwide Portfolio

Maxim Aggressive Profile I Portfolio

Maxim Ariel Mid-Cap Value Portfolio

Maxim Ariel Small-Cap Value Portfolio

Maxim Bond Index Portfolio

Maxim Conservative Profile I Portfolio

Maxim Invesco ADR Portfolio

Maxim Janus Large Cap Growth Portfolio

Maxim Lifetime 2015 Portfolio II T

Maxim Lifetime 2025 Portfolio II T

Maxim Lifetime 2045 Portfolio II T

Maxim Loomis Sayles Bond Portfolio

Maxim Loomis Sayles Small-Cap Value Portfolio

Maxim MFS International Value Portfolio

Maxim Moderate Profile I Portfolio

Maxim Moderately Aggressive Profile I Portfolio

Maxim Moderately Conservative Profile I Portfolio

Maxim Money Market Portfolio

Maxim Short Duration Bond Portfolio

Maxim Small-Cap Growth Portfolio

Maxim T. Rowe Price Equity/Income Portfolio

Maxim T. Rowe Price Mid Cap Growth Portfolio

Maxim Templeton Global Bond Portfolio

Maxim U.S. Government Mortgage Securities Portfolio

Neuberger Berman AMT Guardian Portfolio

Neuberger Berman AMT Mid-Cap Growth Portfolio

Neuberger Berman AMT Partners Portfolio

Neuberger Berman AMT Regency Portfolio

Neuberger Berman AMT Small Cap Growth Portfolio

Neuberger Berman AMT Socially Responsive Portfolio

PIMCO VIT High Yield Portfolio

PIMCO VIT Low Duration Portfolio

PIMCO VIT Real Return Portfolio

PIMCO VIT Total Return Portfolio Administrative Class

Putnam VT Equity Income IA Portfolio

Putnam VT Global Health Care IA Portfolio

Putnam VT High Yield IA Portfolio

Putnam VT International Growth IA Portfolio

Royce Micro-Cap Portfolio

Royce Small-Cap Portfolio

Van Eck VIP Emerging Markets Fund

Van Eck VIP Global Hard Assets Fund Class I

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	ALGER SMALL   CAP GROWTH PORTFOLIO		AMERICAN CENTURY VP INCOME &   GROWTH FUND		AMERICAN CENTURY VP   INTERNATIONAL   FUND		AMERICAN CENTURY VP   VALUE FUND		AMERICAN   CENTURY VP   VISTA FUND		AMERICAN FUNDS IS GLOBAL SMALL   CAPITALIZATION   FUND
ASSETS:
Investments at fair value (1)	$	42,640	$	23,773	$	431,562	$	451,900	$	82,472	$	66,780
Investment income due and accrued
Purchase payments receivable		100						100
Total assets		42,740		23,773		431,562		452,000		82,472		66,780
LIABILITIES:
Payable for investments purchased		91						91
Redemptions payable		9						9
Due to Great West Life & Annuity Insurance Company		2				9		10		3		2
Total liabilities		102				9		110		3		2
NET ASSETS	$	42,638	$	23,773	$	431,553	$	451,890	$	82,469	$	66,778
NET ASSETS REPRESENTED BY:
Accumulation units	$	42,638	$	23,773	$	431,553	$	451,890	$	82,469	$	66,778
ACCUMULATION UNITS OUTSTANDING		2,696		2,162		34,800		36,840		6,754		7,814
UNIT VALUE (ACCUMULATION)	$	15.82	$	11.00	$	12.40	$	12.27	$	12.21	$	8.55
(1)  Cost of investments:	$	44,001	$	29,434	$	454,302	$	428,827	$	87,566	$	82,973
Shares of investments:		1,374		3,872		58,084		77,914		5,480		3,919

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS   GROWTH FUND		AMERICAN FUNDS IS   INTERNATIONAL   FUND		AMERICAN   FUNDS IS NEW   WORLD FUND		COLUMBIA VARIABLE PORTFOLIO - SMALL CAP   VALUE FUND		DAVIS FINANCIAL   PORTFOLIO		DAVIS VALUE   PORTFOLIO
ASSETS:
Investments at fair value (1)	$	1,746,609	$	146,308	$	41,344	$	6,295	$	44,105	$	170,812
Investment income due and accrued
Purchase payments receivable						100
Total assets		1,746,609		146,308		41,444		6,295		44,105		170,812
LIABILITIES:
Payable for investments purchased						91
Redemptions payable						9
Due to Great West Life & Annuity Insurance Company		38		5		1				1		5
Total liabilities		38		5		101				1		5
NET ASSETS	$	1,746,571	$	146,303	$	41,343	$	6,295	$	44,104	$	170,807
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,746,571	$	146,303	$	41,343	$	6,295	$	44,104	$	170,807
ACCUMULATION UNITS OUTSTANDING		124,753		17,966		2,909		425		4,560		15,469
UNIT VALUE (ACCUMULATION)	$	14.00	$	8.14	$	14.21	$	14.81	$	9.67	$	11.04
(1)  Cost of investments:	$	1,675,818	$	154,154	$	46,426	$	5,902	$	46,913	$	186,630
Shares of investments:		33,797		9,651		2,120		431		4,419		16,314

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	DREYFUS IP   MIDCAP STOCK   PORTFOLIO		DREYFUS IP   TECHNOLOGY   GROWTH PORTFOLIO		DREYFUS STOCK   INDEX FUND		DREYFUS VIF   APPRECIATION   PORTFOLIO		DREYFUS VIF   INTERNATIONAL   EQUITY PORTFOLIO		DWS DREMAN   SMALL MID  CAP   VALUE VIP PORTFOLIO
ASSETS:
Investments at fair value (1)	$	73,291	$	89,193	$	4,272,381	$	585,612	$	88,048	$	1,178,945
Investment income due and accrued						22,608
Purchase payments receivable
Total assets		73,291		89,193		4,294,989		585,612		88,048		1,178,945
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		2		2		99		12		2		25
Total liabilities		2		2		99		12		2		25
NET ASSETS	$	73,289	$	89,191	$	4,294,890	$	585,600	$	88,046	$	1,178,920
NET ASSETS REPRESENTED BY:
Accumulation units	$	73,289	$	89,191	$	4,294,890	$	585,600	$	88,046	$	1,178,920
ACCUMULATION UNITS OUTSTANDING		5,997		5,901		369,682		41,902		7,829		109,146
UNIT VALUE (ACCUMULATION)	$	12.22	$	15.11	$	11.62	$	13.98	$	11.25	$	10.80
(1)  Cost of investments:	$	49,666	$	87,519	$	3,816,606	$	541,167	$	83,077	$	1,090,561
Shares of investments:		5,569		7,451		144,925		15,411		6,404		103,780

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	DWS GLOBAL SMALL CAP   GROWTH VIP   PORTFOLIO		DWS HIGH   INCOME VIP   PORTFOLIO		DWS LARGE CAP   VALUE VIP PORTFOLIO		DWS SMALL CAP   INDEX VIP PORTFOLIO		FEDERATED   HIGH INCOME   BOND FUND II		FEDERATED   KAUFMANN FUND II
ASSETS:
Investments at fair value (1)	$	215,825	$	4,808	$	446,952	$	200,540	$	40,861	$	31,426
Investment income due and accrued
Purchase payments receivable
Total assets		215,825		4,808		446,952		200,540		40,861		31,426
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		6		1		10		5		1		1
Total liabilities		6		1		10		5		1		1
NET ASSETS	$	215,819	$	4,807	$	446,942	$	200,535	$	40,860	$	31,425
NET ASSETS REPRESENTED BY:
Accumulation units	$	215,819	$	4,807	$	446,942	$	200,535	$	40,860	$	31,425
ACCUMULATION UNITS OUTSTANDING		16,362		399		47,107		21,785		2,586		3,139
UNIT VALUE (ACCUMULATION)	$	13.19	$	12.05	$	9.49	$	9.21	$	15.80	$	10.01
(1)  Cost of investments:	$	226,655	$	4,970	$	448,680	$	203,606	$	32,723	$	32,689
Shares of investments:		17,034		733		38,664		17,038		6,045		2,447

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	FIDELITY VIP   CONTRAFUND   PORTFOLIO		FIDELITY VIP   GROWTH PORTFOLIO		FIDELITY VIP INVESTMENT   GRADE BOND   PORTFOLIO		FIDELITY VIP   MID CAP PORTFOLIO		INVESCO V.I.   CORE  EQUITY   FUND		INVESCO V.I. DIVIDEND   GROWTH FUND
ASSETS:
Investments at fair value (1)	$	1,733,124	$	1,044,194	$	613,022	$	3,104,250	$	653,578	$	6,439
Investment income due and accrued
Purchase payments receivable		150						100
Total assets		1,733,274		1,044,194		613,022		3,104,350		653,578		6,439
LIABILITIES:
Payable for investments purchased		137						91
Redemptions payable		13						9
Due to Great West Life & Annuity Insurance Company		50		21		13		79		13
Total liabilities		200		21		13		179		13
NET ASSETS	$	1,733,074	$	1,044,173	$	613,009	$	3,104,171	$	653,565	$	6,439
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,733,074	$	1,044,173	$	613,009	$	3,104,171	$	653,565	$	6,439
ACCUMULATION UNITS OUTSTANDING		113,155		88,522		44,055		197,444		51,741		1,212
UNIT VALUE (ACCUMULATION)	$	15.32	$	11.80	$	13.91	$	15.72	$	12.63	$	5.31
(1)  Cost of investments:	$	1,526,828	$	948,417	$	619,281	$	2,677,071	$	639,392	$	6,449
Shares of investments:		76,551		28,585		48,194		108,616		24,460		459

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	INVESCO V.I.   GLOBAL HEALTH   CARE FUND		INVESCO V.I.   GLOBAL REAL   ESTATE FUND		INVESCO V.I.   INTERNATIONAL   GROWTH FUND		INVESCO V.I. MID   CAP CORE EQUITY FUND		INVESCO V.I.   TECHNOLOGY   FUND		JANUS ASPEN   BALANCED PORTFOLIO
ASSETS:
Investments at fair value (1)	$	160,412	$	58,089	$	726,155	$	183,782	$	63,544	$	350,487
Investment income due and accrued
Purchase payments receivable		100
Total assets		160,512		58,089		726,155		183,782		63,544		350,487
LIABILITIES:
Payable for investments purchased		91
Redemptions payable		9
Due to Great West Life & Annuity Insurance Company		4		1		18		5		1		9
Total liabilities		104		1		18		5		1		9
NET ASSETS	$	160,408	$	58,088	$	726,137	$	183,777	$	63,543	$	350,478
NET ASSETS REPRESENTED BY:
Accumulation units	$	160,408	$	58,088	$	726,137	$	183,777	$	63,543	$	350,478
ACCUMULATION UNITS OUTSTANDING		12,578		8,395		67,957		13,616		5,211		21,603
UNIT VALUE (ACCUMULATION)	$	12.75	$	6.92	$	10.69	$	13.50	$	12.19	$	16.22
(1)  Cost of investments:	$	143,568	$	62,996	$	706,406	$	177,637	$	59,685	$	371,497
Shares of investments:		9,235		4,785		27,537		15,898		4,192		13,161

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	JANUS ASPEN   FLEXIBLE  BOND   PORTFOLIO		JANUS ASPEN   FORTY PORTFOLIO		JANUS ASPEN   GLOBAL TECHNOLOGY PORTFOLIO		JANUS ASPEN   OVERSEAS PORTFOLIO		JANUS ASPEN   WORLDWIDE PORTFOLIO		MAXIM   AGGRESSIVE   PROFILE I PORTFOLIO
ASSETS:
Investments at fair value (1)	$	5,560,935	$	1,776,727	$	72,544	$	2,800,024	$	405,984	$	889,161
Investment income due and accrued
Purchase payments receivable				100				100
Total assets		5,560,935		1,776,827		72,544		2,800,124		405,984		889,161
LIABILITIES:
Payable for investments purchased				91				91
Redemptions payable				9				9
Due to Great West Life & Annuity Insurance Company		146		48		2		64		8		23
Total liabilities		146		148		2		164		8		23
NET ASSETS	$	5,560,789	$	1,776,679	$	72,542	$	2,799,960	$	405,976	$	889,138
NET ASSETS REPRESENTED BY:
Accumulation units	$	5,560,789	$	1,776,679	$	72,542	$	2,799,960	$	405,976	$	889,138
ACCUMULATION UNITS OUTSTANDING		310,948		118,657		5,632		260,354		38,909		69,893
UNIT VALUE (ACCUMULATION)	$	17.88	$	14.97	$	12.88	$	10.75	$	10.43	$	12.72
(1)  Cost of investments:	$	5,350,014	$	1,688,029	$	71,346	$	3,412,054	$	428,975	$	928,034
Shares of investments:		452,845		53,484		14,365		73,318		15,718		109,233

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	MAXIM ARIEL   MID-CAP  VALUE   PORTFOLIO		MAXIM ARIEL   SMALL-CAP VALUE PORTFOLIO		MAXIM   CONSERVATIVE   PROFILE I PORTFOLIO		MAXIM INVESCO   ADR PORTFOLIO		MAXIM JANUS   LARGE CAP GROWTH PORTFOLIO		MAXIM LIFETIME 2015   PORTFOLIO II T
ASSETS:
Investments at fair value (1)	$	249,786	$	729,978	$	474,991	$	504,885	$	67,883	$	72,960
Investment income due and accrued
Purchase payments receivable		250		100
Total assets		250,036		730,078		474,991		504,885		67,883		72,960
LIABILITIES:
Payable for investments purchased		228		91
Redemptions payable		22		9
Due to Great West Life & Annuity Insurance Company		5		15		13		10		2		2
Total liabilities		255		115		13		10		2		2
NET ASSETS	$	249,781	$	729,963	$	474,978	$	504,875	$	67,881	$	72,958
NET ASSETS REPRESENTED BY:
Accumulation units	$	249,781	$	729,963	$	474,978	$	504,875	$	67,881	$	72,958
ACCUMULATION UNITS OUTSTANDING		20,476		65,371		31,189		48,243		5,286		6,270
UNIT VALUE (ACCUMULATION)	$	12.20	$	11.17	$	15.23	$	10.47	$	12.84	$	11.64
(1)  Cost of investments:	$	229,684	$	738,192	$	526,711	$	572,273	$	83,330	$	71,575
Shares of investments:		219,111		86,388		59,747		48,084		9,173		5,879

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	MAXIM LIFETIME 2025   PORTFOLIO II T		MAXIM LIFETIME 2045   PORTFOLIO II T		MAXIM LOOMIS   SAYLES BOND PORTFOLIO		MAXIM LOOMIS   SAYLES SMALL- CAP VALUE PORTFOLIO		MAXIM MFS   INTERNATIONAL   VALUE PORTFOLIO		MAXIM MODERATE PROFILE I PORTFOLIO
ASSETS:
Investments at fair value (1)	$	49,053	$	2,377	$	2,570,949	$	826,470	$	157,020	$	662,930
Investment income due and accrued								218
Purchase payments receivable						350
Total assets		49,053		2,377		2,571,299		826,688		157,020		662,930
LIABILITIES:
Payable for investments purchased						319
Redemptions payable						31
Due to Great West Life & Annuity Insurance Company		2				65		17		3		17
Total liabilities		2				415		17		3		17
NET ASSETS	$	49,051	$	2,377	$	2,570,884	$	826,671	$	157,017	$	662,913
NET ASSETS REPRESENTED BY:
Accumulation units	$	49,051	$	2,377	$	2,570,884	$	826,671	$	157,017	$	662,913
ACCUMULATION UNITS OUTSTANDING		4,244		208		136,839		61,508		24,474		46,238
UNIT VALUE (ACCUMULATION)	$	11.56	$	11.43	$	18.79	$	13.44	$	6.42	$	14.34
(1)  Cost of investments:	$	51,127	$	2,624	$	2,419,264	$	734,431	$	160,091	$	734,027
Shares of investments:		3,814		180		212,827		41,344		20,579		80,161

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	MAXIM   MODERATELY   AGGRESSIVE PROFILE I PORTFOLIO		MAXIM MODERATELY   CONSERVATIVE   PROFILE I PORTFOLIO		MAXIM MONEY   MARKET PORTFOLIO		MAXIM SHORT   DURATION  BOND   PORTFOLIO		MAXIM SMALL-   CAP GROWTH PORTFOLIO		MAXIM T. ROWE   PRICE EQUITY/INCOME PORTFOLIO
ASSETS:
Investments at fair value (1)	$	672,000	$	794,733	$	9,286,791	$	6,225,820	$	62,163	$	709,752
Investment income due and accrued
Purchase payments receivable
Total assets		672,000		794,733		9,286,791		6,225,820		62,163		709,752
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		16		19		251		141		1		15
Total liabilities		16		19		251		141		1		15
NET ASSETS	$	671,984	$	794,714	$	9,286,540	$	6,225,679	$	62,162	$	709,737
NET ASSETS REPRESENTED BY:
Accumulation units	$	671,984	$	794,714	$	9,286,540	$	6,225,679	$	62,162	$	709,737
ACCUMULATION UNITS OUTSTANDING		49,527		56,908		792,723		502,887		5,421		61,050
UNIT VALUE (ACCUMULATION)	$	13.57	$	13.96	$	11.71	$	12.38	$	11.47	$	11.63
(1)  Cost of investments:	$	729,357	$	870,910	$	9,286,791	$	6,113,300	$	56,080	$	696,540
Shares of investments:		82,657		99,716		9,286,791		603,862		3,357		49,877

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	MAXIM T. ROWE   PRICE MID CAP GROWTH PORTFOLIO		MAXIM TEMPLETON   GLOBAL BOND   PORTFOLIO		MAXIM U.S.   GOVERNMENT   MORTGAGE SECURITIES PORTFOLIO		NEUBERGER   BERMAN AMT   GUARDIAN PORTFOLIO		NEUBERGER   BERMAN AMT   MID-CAP GROWTH PORTFOLIO		NEUBERGER   BERMAN AMT   PARTNERS PORTFOLIO
ASSETS:
Investments at fair value (1)	$	2,269,713	$	173,163	$	3,433,848	$	1,588,711	$	293,052	$	1,317,908
Investment income due and accrued
Purchase payments receivable
Total assets		2,269,713		173,163		3,433,848		1,588,711		293,052		1,317,908
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		50		4		70		33		6		27
Total liabilities		50		4		70		33		6		27
NET ASSETS	$	2,269,663	$	173,159	$	3,433,778	$	1,588,678	$	293,046	$	1,317,881
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,269,663	$	173,159	$	3,433,778	$	1,588,678	$	293,046	$	1,317,881
ACCUMULATION UNITS OUTSTANDING		146,406		14,115		244,002		128,867		19,031		121,265
UNIT VALUE (ACCUMULATION)	$	15.50	$	12.27	$	14.07	$	12.33	$	15.40	$	10.87
(1)  Cost of investments:	$	2,709,511	$	181,295	$	3,354,523	$	1,588,243	$	260,794	$	1,151,575
Shares of investments:		139,761		19,155		276,477		86,862		10,637		131,923

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	NEUBERGER   BERMAN AMT REGENCY PORTFOLIO		NEUBERGER   BERMAN AMT SMALL CAP GROWTH PORTFOLIO		NEUBERGER   BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO		PIMCO VIT HIGH   YIELD PORTFOLIO		PIMCO VIT LOW   DURATION PORTFOLIO		PIMCO VIT REAL   RETURN PORTFOLIO
ASSETS:
Investments at fair value (1)	$	760,743	$	44,851	$	29,345	$	204,741	$	2,900,851	$	1,688,574
Investment income due and accrued								1,210		4,552		220
Purchase payments receivable						150
Total assets		760,743		44,851		29,495		205,951		2,905,403		1,688,794
LIABILITIES:
Payable for investments purchased						137
Redemptions payable						13
Due to Great West Life & Annuity Insurance Company		16		1		1		6		78		36
Total liabilities		16		1		151		6		78		36
NET ASSETS	$	760,727	$	44,850	$	29,344	$	205,945	$	2,905,325	$	1,688,758
NET ASSETS REPRESENTED BY:
Accumulation units	$	760,727	$	44,850	$	29,344	$	205,945	$	2,905,325	$	1,688,758
ACCUMULATION UNITS OUTSTANDING		77,639		4,710		2,382		13,482		217,863		113,639
UNIT VALUE (ACCUMULATION)	$	9.80	$	9.52	$	12.32	$	15.28	$	13.34	$	14.86
(1)  Cost of investments:	$	775,602	$	47,918	$	30,372	$	209,168	$	2,866,921	$	1,578,062
Shares of investments:		53,348		3,698		2,045		27,408		279,465		121,045

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	PIMCO VIT   TOTAL RETURN   PORTFOLIO		PUTNAM VT   EQUITY INCOME    IA PORTFOLIO		PUTNAM VT   GLOBAL HEALTH    CARE IA PORTFOLIO		PUTNAM VT   HIGH YIELD  IA   PORTFOLIO		PUTNAM VT   INTERNATIONAL   GROWTH IA PORTFOLIO		ROYCE MICRO-   CAP  PORTFOLIO
ASSETS:
Investments at fair value (1)	$	4,416,006	$	98,550	$	80,226	$	4,926	$	26,813	$	689,515
Investment income due and accrued		10,927
Purchase payments receivable												150
Total assets		4,426,933		98,550		80,226		4,926		26,813		689,665
LIABILITIES:
Payable for investments purchased												137
Redemptions payable												13
Due to Great West Life & Annuity Insurance Company		98		2		3				1		19
Total liabilities		98		2		3				1		169
NET ASSETS	$	4,426,835	$	98,548	$	80,223	$	4,926	$	26,812	$	689,496
NET ASSETS REPRESENTED BY:
Accumulation units	$	4,426,835	$	98,548	$	80,223	$	4,926	$	26,812	$	689,496
ACCUMULATION UNITS OUTSTANDING		289,641		6,549		8,221		321		2,000		65,049
UNIT VALUE (ACCUMULATION)	$	15.28	$	15.05	$	9.76	$	15.35	$	13.41		10.60
(1)  Cost of investments:	$	4,325,422	$	97,148	$	78,800	$	5,068	$	30,619	$	724,222
Shares of investments:		400,726		7,268		6,770		745		1,930		66,620

The accompanying notes are an integral part of these financial statements. (Continued ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2011

	INVESTMENT DIVISIONS
	ROYCE SMALL-   CAP  PORTFOLIO		VAN ECK VIP EMERGING   MARKETS FUND		VAN ECK VIP   GLOBAL  HARD   ASSETS FUND
ASSETS:
Investments at fair value (1)	$	898,628	$	12,508	$	335,216
Investment income due and accrued
Purchase payments receivable						150
Total assets		898,628		12,508		335,366
LIABILITIES:
Payable for investments purchased						137
Redemptions payable						13
Due to Great West Life & Annuity Insurance Company		19		1		8
Total liabilities		19		1		158
NET ASSETS	$	898,609	$	12,507	$	335,208
NET ASSETS REPRESENTED BY:
Accumulation units	$	898,609	$	12,507	$	335,208
NET ASSETS	$	898,609	$	12,507	$	335,208
ACCUMULATION UNITS OUTSTANDING		79,637		1,638		29,928
UNIT VALUE (ACCUMULATION)	$	11.28	$	7.64	$	11.20
(1)  Cost of investments:	$	695,473	$	14,592	$	393,701
Shares of investments:		90,043		1,203		10,901

The accompanying notes are an integral part of these financial statements. (Concluded ) 

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	ALGER SMALL CAP GROWTH PORTFOLIO		AMERICAN CENTURY VP INCOME & GROWTH FUND		AMERICAN CENTURY VP INTERNATIONAL FUND		AMERICAN CENTURY VP VALUE FUND		AMERICAN CENTURY VP VISTA FUND		AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
INVESTMENT INCOME:
Dividends	$		$	399	$	5,690	$	8,987	$		$	987
EXPENSES:
Mortality and expense risk		152		64		1,059		1,148		1,095		268
NET INVESTMENT INCOME (LOSS)		(152)		335		4,631		7,839		(1,095)		719
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		150		(1,866)		1,540		(2,197)		(1,558)		4,420
Realized gain distributions
Net realized gain (loss)		150		(1,866)		1,540		(2,197)		(1,558)		4,420
Change in net unrealized appreciation (depreciation) on investments		(2,370)		2,295		(60,577)		(1,667)		60,809		(21,610)
Net realized and unrealized gain (loss) on investments		(2,220)		429		(59,037)		(3,864)		59,251		(17,190)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,372)	$	764	$	(54,406)	$	3,975	$	58,156	$	(16,471)
INVESTMENT INCOME RATIO 2011 (1)				1.54%		1.34%		2.05%				1.32%
INVESTMENT INCOME RATIO 2010 (1)				1.50%		2.05%		2.25%				1.96%
INVESTMENT INCOME RATIO 2009 (1)				4.94%		2.03%		4.88%				0.42%
INVESTMENT INCOME RATIO 2008 (1)				2.16%		0.80%		2.38%
INVESTMENT INCOME RATIO 2007 (1)				1.97%		0.69%		1.53%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS GROWTH FUND		AMERICAN FUNDS IS INTERNATIONAL FUND		AMERICAN FUNDS IS NEW WORLD FUND		COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND		DAVIS FINANCIAL PORTFOLIO		DAVIS VALUE PORTFOLIO
INVESTMENT INCOME:
Dividends	$	8,790	$	2,925	$	927	$	331	$	632	$	1,536
EXPENSES:
Mortality and expense risk		3,136		661		387		88		196		915
NET INVESTMENT INCOME		5,654		2,264		540		243		436		621
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		245,411		13,218		19,518		(6,158)		1,560		13,789
Realized gain distributions								3,625				13,373
Net realized gain (loss)		245,411		13,218		19,518		(2,533)		1,560		27,162
Change in net unrealized appreciation (depreciation) on investments		(228,367)		(41,793)		(29,685)		(2,751)		(6,836)		(54,706)
Net realized and unrealized gain (loss) on investments		17,044		(28,575)		(10,167)		(5,284)		(5,276)		(27,544)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	22,698	$	(26,311)	$	(9,627)	$	(5,041)	$	(4,840)	$	(26,923)
INVESTMENT INCOME RATIO 2011 (1)		0.76%		1.65%		0.87%		1.44%		0.86%		0.63%
INVESTMENT INCOME RATIO 2010 (1)		0.73%		2.11%		1.49%		0.42%		0.97%		1.66%
INVESTMENT INCOME RATIO 2009 (1)		0.65%		2.25%						1.27%		1.27%
INVESTMENT INCOME RATIO 2008 (1)												1.67%
INVESTMENT INCOME RATIO 2007 (1)										1.66%		1.56%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	DREYFUS IP MIDCAP  STOCK PORTFOLIO		DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO		DREYFUS STOCK INDEX FUND		DREYFUS VIF APPRECIATION PORTFOLIO		DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO		DWS DREMAN SMALL MID  CAP VALUE VIP PORTFOLIO
INVESTMENT INCOME:
Dividends	$	381	$		$	82,088	$	9,848	$	2,153	$	10,422
EXPENSES:
Mortality and expense risk		184		483		12,398		1,464		256		2,617
NET INVESTMENT INCOME (LOSS)		197		(483)		69,690		8,384		1,897		7,805
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		1,278		104,144		(233,381)		5,119		1,779		137,644
Realized gain distributions						33,485
Net realized gain (loss)		1,278		104,144		(199,896)		5,119		1,779		137,644
Change in net unrealized appreciation on investments		(1,927)		(88,007)		277,575		36,237		(19,523)		(179,262)
Net realized and unrealized gain (loss) on investments		(649)		16,137		77,679		41,356		(17,744)		(41,618)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(452)	$	15,654	$	147,369	$	49,740	$	(15,847)	$	(33,813)
INVESTMENT INCOME RATIO 2011 (1)		0.51%				1.83%		1.67%		2.14%		1.02%
INVESTMENT INCOME RATIO 2010 (1)		1.07%				1.81%		2.10%		1.92%		1.26%
INVESTMENT INCOME RATIO 2009 (1)		1.38%		0.44%		2.06%		2.46%		3.61%		1.60%
INVESTMENT INCOME RATIO 2008 (1)		0.83%				2.10%		1.77%		1.88%		0.00%
INVESTMENT INCOME RATIO 2007 (1)		0.39%				1.72%		1.54%		1.81%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	DWS GLOBAL SMALL CAP GROWTH VIP PORTFOLIO		DWS HIGH INCOME VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO		FEDERATED HIGH INCOME BOND FUND II		FEDERATED KAUFMANN FUND II
INVESTMENT INCOME:
Dividends	$	4,888	$	728	$	6,291	$	1,046	$	3,887	$	407
EXPENSES:
Mortality and expense risk		1,063		33		1,142		683		105		97
NET INVESTMENT INCOME		3,825		695		5,149		363		3,782		310
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		75,292		817		60,859		(11,427)		2,241		68
Realized gain distributions
Net realized gain (loss)		75,292		817		60,859		(11,427)		2,241		68
Change in net unrealized appreciation (depreciation) on investments		(92,841)		(1,093)		(53,586)		(22,793)		(3,846)		(6,207)
Net realized and unrealized gain (loss) on investments		(17,549)		(276)		7,273		(34,220)		(1,605)		(6,139)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(13,724)	$	419	$	12,422	$	(33,857)	$	2,177	$	(5,829)
INVESTMENT INCOME RATIO 2011 (1)		1.43%		8.64%		1.57%		0.41%		9.16%		1.05%
INVESTMENT INCOME RATIO 2010 (1)		0.38%		4.86%		0.36%		0.97%		8.12%
INVESTMENT INCOME RATIO 2009 (1)		1.66%				4.07%		0.96%		10.35%
INVESTMENT INCOME RATIO 2008 (1)		0.34%				1.02%		1.90%		9.38%
INVESTMENT INCOME RATIO 2007 (1)		0.59%								5.16%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	FIDELITY VIP CONTRAFUND PORTFOLIO		FIDELITY VIP GROWTH PORTFOLIO		FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO		FIDELITY VIP MID CAP PORTFOLIO		INVESCO V.I. CORE  EQUITY FUND		INVESCO V.I. DIVIDEND GROWTH FUND
INVESTMENT INCOME:
Dividends	$	14,395	$	1,397	$	18,543	$	757	$	17,509	$	13
EXPENSES:
Mortality and expense risk		7,250		2,473		1,460		11,447		3,790		17
NET INVESTMENT INCOME (LOSS)		7,145		(1,076)		17,083		(10,690)		13,719		(4)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		195,389		186,016		15,677		182,379		35,256		87
Realized gain distributions				3,568		17,143		5,946
Net realized gain		195,389		189,584		32,820		188,325		35,256		87
Change in net unrealized appreciation (depreciation) on investments		(298,259)		(173,657)		(8,242)		(603,216)		(123,927)		(184)
Net realized and unrealized gain (loss) on investments		(102,870)		15,927		24,578		(414,891)		(88,671)		(97)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(95,725)	$	14,851	$	41,661	$	(425,581)	$	(74,952)	$	(101)
INVESTMENT INCOME RATIO 2011 (1)		0.71%		0.14%		3.15%		0.02%		1.15%		0.19%
INVESTMENT INCOME RATIO 2010 (1)		0.88%		0.03%		3.49%		0.12%		0.97%		0.06%
INVESTMENT INCOME RATIO 2009 (1)		1.13%		0.19%		15.07%		0.47%		1.89%		5.73%
INVESTMENT INCOME RATIO 2008 (1)		0.57%		0.54%		4.33%		0.24%		1.87%		2.48%
INVESTMENT INCOME RATIO 2007 (1)		0.84%		0.39%		4.69%		0.44%		1.09%		2.30%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	INVESCO V.I. GLOBAL  HEALTH CARE FUND		INVESCO V.I. GLOBAL  REAL ESTATE FUND		INVESCO V.I. INTERNATIONAL GROWTH FUND		INVESCO V.I. MID CAP CORE EQUITY FUND		INVESCO V.I. TECHNOLOGY FUND		JANUS ASPEN BALANCED PORTFOLIO
INVESTMENT INCOME:
Dividends	$		$	2,590	$	12,068	$	250	$	121	$	11,017
EXPENSES:
Mortality and expense risk		498		268		2,315		345		165		1,267
NET INVESTMENT INCOME (LOSS)		(498)		2,322		9,753		(95)		(44)		9,750
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(23,556)		4,755		(13,523)		(6,745)		4,786		34,796
Realized gain distributions												22,740
Net realized gain (loss)		(23,556)		4,755		(13,523)		(6,745)		4,786		57,536
Change in net unrealized appreciation (depreciation) on investments		30,994		(13,535)		(48,574)		5,084		(8,481)		(62,005)
Net realized and unrealized gain (loss) on investments		7,438		(8,780)		(62,097)		(1,661)		(3,695)		(4,469)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	6,940	$	(6,458)	$	(52,344)	$	(1,756)	$	(3,739)	$	5,281
INVESTMENT INCOME RATIO 2011 (1)				3.11%		1.53%		0.14%		0.18%		2.57%
INVESTMENT INCOME RATIO 2010 (1)				5.39%		2.31%		0.54%				2.45%
INVESTMENT INCOME RATIO 2009 (1)		0.36%				1.61%						2.80%
INVESTMENT INCOME RATIO 2008 (1)		0.00%		5.85%		0.58%						2.75%
INVESTMENT INCOME RATIO 2007 (1)						0.51%						2.31%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	JANUS ASPEN FLEXIBLE  BOND PORTFOLIO		JANUS ASPEN FORTY PORTFOLIO		JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO		JANUS ASPEN OVERSEAS PORTFOLIO		JANUS ASPEN WORLDWIDE PORTFOLIO		MAXIM AGGRESSIVE PROFILE I PORTFOLIO
INVESTMENT INCOME:
Dividends	$	398,964	$	7,296	$		$	17,695	$	2,730	$	8,736
EXPENSES:
Mortality and expense risk		17,071		8,131		257		10,534		1,124		3,018
NET INVESTMENT INCOME (LOSS)		381,893		(835)		(257)		7,161		1,606		5,718
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		12,147		308,525		7,267		19,867		52,385		82,086
Realized gain distributions		107,615						36,902				56,644
Net realized gain		119,762		308,525		7,267		56,769		52,385		138,730
Change in net unrealized appreciation (depreciation) on investments		(170,726)		(394,936)		(14,033)		(1,457,679)		(106,288)		(189,630)
Net realized and unrealized loss on investments		(50,964)		(86,411)		(6,766)		(1,400,910)		(53,903)		(50,900)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	330,929	$	(87,246)	$	(7,023)	$	(1,393,749)	$	(52,297)	$	(45,182)
INVESTMENT INCOME RATIO 2011 (1)		7.45%		0.29%				0.47%		0.60%		0.96%
INVESTMENT INCOME RATIO 2010 (1)		6.45%		0.36%				0.74%		0.60%		0.72%
INVESTMENT INCOME RATIO 2009 (1)		4.45%		0.04%				0.57%		1.43%		0.75%
INVESTMENT INCOME RATIO 2008 (1)		4.47%		0.14%				1.40%		1.07%		0.80%
INVESTMENT INCOME RATIO 2007 (1)		4.92%		0.36%				0.73%		0.78%		1.13%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0CONSERVATIVE0		0CONSERVATIVE0		0CONSERVATIVE0		0CONSERVATIVE0		0CONSERVATIVE0		0CONSERVATIVE0
	INVESTMENT DIVISIONS
	MAXIM ARIEL MID-CAP VALUE PORTFOLIO		MAXIM ARIEL SMALL-CAP VALUE PORTFOLIO		MAXIM CONSERVATIVE PROFILE I PORTFOLIO		MAXIM INVESCO ADR PORTFOLIO		MAXIM JANUS LARGE CAP GROWTH PORTFOLIO		MAXIM LIFETIME 2015 PORTFOLIO II T
INVESTMENT INCOME:
Dividends	$	1,181	$		$	9,764	$	13,770	$	10	$	3,026
EXPENSES:
Mortality and expense risk		715		2,376		1,572		1,560		199		255
NET INVESTMENT INCOME (LOSS)		466		(2,376)		8,192		12,210		(189)		2,771
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		75,923		193,549		(10,476)		14,309		(8,625)		1,493
Realized gain distributions						19,421				20,626		687
Net realized gain		75,923		193,549		8,945		14,309		12,001		2,180
Change in net unrealized appreciation (depreciation) on investments		(91,533)		(360,577)		(14,655)		(146,111)		(18,763)		(3,952)
Net realized and unrealized loss on investments		(15,610)		(167,028)		(5,710)		(131,802)		(6,762)		(1,772)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(15,144)	$	(169,404)	$	2,482	$	(119,592)	$	(6,951)	$	999
INVESTMENT INCOME RATIO 2011 (1)		0.41%				2.13%		2.24%		0.02%		2.75%
INVESTMENT INCOME RATIO 2010 (1)		0.10%				2.29%		1.70%		0.08%		1.98%
INVESTMENT INCOME RATIO 2009 (1)		0.17%		0.11%		3.19%		1.68%				0.93%
INVESTMENT INCOME RATIO 2008 (1)		1.89%		1.43%		4.07%		2.12%
INVESTMENT INCOME RATIO 2007 (1)		0.45%		0.57%		3.36%		2.32%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0
	INVESTMENT DIVISIONS
	MAXIM LIFETIME 2025 PORTFOLIO II T		MAXIM LIFETIME 2045 PORTFOLIO II T		MAXIM LOOMIS SAYLES BOND PORTFOLIO		MAXIM LOOMIS SAYLES SMALL- CAP VALUE PORTFOLIO		MAXIM MFS INTERNATIONAL VALUE PORTFOLIO		MAXIM MODERATE PROFILE I PORTFOLIO
INVESTMENT INCOME:
Dividends	$	1,790	$	108	$	155,288	$	1,505	$	2,626	$	10,027
EXPENSES:
Mortality and expense risk		135		36		8,106		2,345		184		2,601
NET INVESTMENT INCOME (LOSS)		1,655		72		147,182		(840)		2,442		7,426
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		96		573		132,602		15,960		5,450		32,600
Realized gain distributions		580		56								52,758
Net realized gain		676		629		132,602		15,960		5,450		85,358
Change in net unrealized appreciation (depreciation) on investments		(3,172)		(1,731)		(174,561)		(62,641)		(3,987)		(102,498)
Net realized and unrealized gain (loss) on investments		(2,496)		(1,102)		(41,959)		(46,681)		1,463		(17,140)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(841)	$	(1,030)	$	105,223	$	(47,521)	$	3,905	$	(9,714)
INVESTMENT INCOME RATIO 2011 (1)		5.28%		1.21%		5.82%		0.17%		1.60%		1.38%
INVESTMENT INCOME RATIO 2010 (1)		0.98%		1.26%		7.31%		0.46%		2.71%		1.42%
INVESTMENT INCOME RATIO 2009 (1)						5.11%		0.38%		1.06%		1.62%
INVESTMENT INCOME RATIO 2008 (1)						8.59%		0.23%		1.91%		2.80%
INVESTMENT INCOME RATIO 2007 (1)						7.05%		0.09%		1.20%		2.42%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0MODERATELY0		0MODERATELY0		0MODERATELY0		0MODERATELY0		0MODERATELY0		0MODERATELY0
	INVESTMENT DIVISIONS
	MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO		MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO		MAXIM MONEY MARKET PORTFOLIO		MAXIM SHORT DURATION BOND PORTFOLIO		MAXIM SMALL- CAP GROWTH PORTFOLIO		MAXIM T. ROWE PRICE EQUITY/INCOME PORTFOLIO
INVESTMENT INCOME:
Dividends	$	9,091	$	12,954	$		$	142,018	$		$	13,076
EXPENSES:
Mortality and expense risk		2,133		2,206		27,262		14,434		990		1,811
NET INVESTMENT INCOME (LOSS)		6,958		10,748		(27,262)		127,584		(990)		11,265
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		7,681		(18,077)				7,587		268,359		66,961
Realized gain distributions		52,449		43,846				694
Net realized gain		60,130		25,769				8,281		268,359		66,961
Change in net unrealized appreciation (depreciation) on investments		(84,911)		(39,518)				(10,337)		(123,980)		(83,195)
Net realized and unrealized gain (loss) on investments		(24,781)		(13,749)		0		(2,056)		144,379		(16,234)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(17,823)	$	(3,001)	$	(27,262)	$	125,528	$	143,389	$	(4,969)
INVESTMENT INCOME RATIO 2011 (1)		1.42%		1.92%				2.72%				1.93%
INVESTMENT INCOME RATIO 2010 (1)		1.21%		1.80%		0.00%		3.69%				1.80%
INVESTMENT INCOME RATIO 2009 (1)		1.24%		2.45%		0.01%		4.32%				1.73%
INVESTMENT INCOME RATIO 2008 (1)		2.64%		3.62%		1.89%		4.94%				2.71%
INVESTMENT INCOME RATIO 2007 (1)		2.39%		2.68%		4.59%		2.28%				1.63%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0GOVERNMENT0		0GOVERNMENT0		0GOVERNMENT0		0GOVERNMENT0		0GOVERNMENT0		0GOVERNMENT0
	INVESTMENT DIVISIONS
	MAXIM T. ROWE PRICE MID CAP GROWTH PORTFOLIO		MAXIM TEMPLETON GLOBAL BOND PORTFOLIO		MAXIM U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO		NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO		NEUBERGER BERMAN AMT MID-CAP GROWTH PORTFOLIO		NEUBERGER BERMAN AMT PARTNERS PORTFOLIO
INVESTMENT INCOME:
Dividends	$	30,141	$	8,436	$	112,489	$	7,991	$		$
EXPENSES:
Mortality and expense risk		4,899		406		8,428		4,517		787		3,661
NET INVESTMENT INCOME (LOSS)		25,242		8,030		104,061		3,474		(787)		(3,661)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		19,375		2,670		37,719		84,830		26,996		13,116
Realized gain distributions		191,155		583		14,044
Net realized gain		210,530		3,253		51,763		84,830		26,996		13,116
Change in net unrealized appreciation (depreciation) on investments		(474,378)		(14,561)		21,932		(105,586)		(19,526)		(185,691)
Net realized and unrealized gain (loss) on investments		(263,848)		(11,308)		73,695		(20,756)		7,470		(172,575)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS	$	(238,606)	$	(3,278)	$	177,756	$	(17,282)	$	6,683	$	(176,236)
INVESTMENT INCOME RATIO 2011 (1)		1.65%		5.85%		3.36%		0.44%
INVESTMENT INCOME RATIO 2010 (1)				2.65%		3.68%		0.42%				0.67%
INVESTMENT INCOME RATIO 2009 (1)				1.83%		4.20%		1.16%				3.33%
INVESTMENT INCOME RATIO 2008 (1)						4.54%		0.58%				0.60%
INVESTMENT INCOME RATIO 2007 (1)		0.03%				4.26%		0.17%				0.64%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0NEUBERGER0		0NEUBERGER0		0NEUBERGER0		0NEUBERGER0		0NEUBERGER0		0NEUBERGER0
	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT REGENCY PORTFOLIO		NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO		NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO		PIMCO VIT HIGH YIELD PORTFOLIO		PIMCO VIT LOW DURATION PORTFOLIO		PIMCO VIT REAL RETURN PORTFOLIO
INVESTMENT INCOME:
Dividends	$	5,162	$		$	105	$	14,576	$	47,099	$	32,406
EXPENSES:
Mortality and expense risk		2,268		567		77		692		9,076		4,033
NET INVESTMENT INCOME (LOSS)		2,894		(567)		28		13,884		38,023		28,373
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(9,294)		33,706		6,602		11,227		26,768		63,145
Realized gain distributions												47,811
Net realized gain (loss)		(9,294)		33,706		6,602		11,227		26,768		110,956
Change in net unrealized appreciation (depreciation) on investments		(59,927)		(53,497)		(7,690)		(19,792)		(43,678)		28,315
Net realized and unrealized gain (loss) on investments		(69,221)		(19,791)		(1,088)		(8,565)		(16,910)		139,271
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(66,327)	$	(20,358)	$	(1,060)	$	5,319	$	21,113	$	167,644
INVESTMENT INCOME RATIO 2011 (1)		0.61%				0.34%		6.95%		1.68%		2.10%
INVESTMENT INCOME RATIO 2010 (1)		0.75%				0.03%		7.22%		1.62%		1.45%
INVESTMENT INCOME RATIO 2009 (1)		1.86%				2.05%		8.41%		3.56%		2.96%
INVESTMENT INCOME RATIO 2008 (1)		1.30%				1.85%		7.85%		4.07%		3.53%
INVESTMENT INCOME RATIO 2007 (1)		0.32%				0.06%		7.01%		4.74%		4.17%

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0		0INTERNATIONAL0
	INVESTMENT DIVISIONS
	PIMCO VIT TOTAL RETURN PORTFOLIO		PUTNAM VT EQUITY INCOME IA PORTFOLIO		PUTNAM VT GLOBAL HEALTH CARE IA PORTFOLIO		PUTNAM VT HIGH YIELD IA PORTFOLIO		PUTNAM VT INTERNATIONAL GROWTH IA PORTFOLIO		ROYCE MICRO- CAP PORTFOLIO
INVESTMENT INCOME:
Dividends	$	115,486	$	3,126	$	933	$		$	494	$	18,477
EXPENSES:
Mortality and expense risk		11,866		380		339		15		68		2,843
NET INVESTMENT INCOME (LOSS)		103,620		2,746		594		(15)		426		15,634
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sale of fund shares		49,494		5,957		1,757		40		533		132,927
Realized gain distributions		63,752				2,239
Net realized gain		113,246		5,957		3,996		40		533		132,927
Change in net unrealized appreciation (depreciation) on investments		(75,305)		(7,014)		(4,932)		(142)		(5,042)		(250,942)
Net realized and unrealized gain (loss) on investments		37,941		(1,057)		(936)		(102)		(4,509)		(118,015)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	141,561	$	1,689	$	(342)	$	(117)	$	(4,083)	$	(102,381)
INVESTMENT INCOME RATIO 2011 (1)		2.63%		2.31%		1.11%				1.86%		2.41%
INVESTMENT INCOME RATIO 2010 (1)		2.41%						7.59%		1.70%		2.16%
INVESTMENT INCOME RATIO 2009 (1)		4.60%
INVESTMENT INCOME RATIO 2008 (1)		4.46%										2.24%
INVESTMENT INCOME RATIO 2007 (1)		4.82%										2.67%

(1)  If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

		0MARKETS0		0MARKETS0		0MARKETS0
	INVESTMENT DIVISIONS
	ROYCE SMALL- CAP PORTFOLIO		VAN ECK VIP EMERGING MARKETS FUND		VAN ECK VIP GLOBAL HARD ASSETS FUND
INVESTMENT INCOME:
Dividends	$	2,724	$	131	$	2,507
EXPENSES:
Mortality and expense risk		2,512		55		1,064
NET INVESTMENT INCOME		212		76		1,443
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(20,334)		36		28,415
Realized gain distributions						2,685
Net realized gain (loss)		(20,334)		36		31,100
Change in net unrealized appreciation (depreciation) on investments		(17,305)		(4,350)		(100,012)
Net realized and unrealized loss on investments		(37,639)		(4,314)		(68,912)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(37,427)	$	(4,238)	$	(67,469)
INVESTMENT INCOME RATIO 2011 (1)		0.28%		0.95%		0.81%
INVESTMENT INCOME RATIO 2010 (1)		0.09%				0.07%
INVESTMENT INCOME RATIO 2009 (1)						0.23%
INVESTMENT INCOME RATIO 2008 (1)		0.36%
INVESTMENT INCOME RATIO 2007 (1)

(1)   If the Investment Division had no investment income, no investment income ratio is shown.

The accompanying notes are an integral part of these financial statements. (Concluded)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		000000000000000		000000000000000		000000000000000		000000000000000		000000000000000		000000000000000
	INVESTMENT DIVISIONS
	ALGER SMALL CAP  GROWTH PORTFOLIO				AMERICAN CENTURY VP INCOME  & GROWTH FUND				AMERICAN CENTURY VP INTERNATIONAL  FUND
	2011		2010		2011		2010		2011		2010
			(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(152)	$	(12)	$	335	$	338	$	4,631	$	6,899
Net realized gain (loss)		150		(1)		(1,866)		(2,414)		1,540		5,816
Change in net unrealized appreciation (depreciation) on investments		(2,370)		1,009		2,295		5,524		(60,577)		43,221
Increase (decrease) in net assets resulting from operations		(2,372)		996		764		3,448		(54,406)		55,936
CONTRACT TRANSACTIONS:
Purchase payments received		4,931		1,705		379						3,910
Transfers for contract benefits and terminations		(577)		(174)		(4,719)		(4,101)		(4,502)		(6,459)
Net transfers		32,491		5,674						68,389		26,437
Contract maintenance charges		(28)		(8)		(26)		(24)		(356)		(346)
Increase (decrease) in net assets resulting from contract transactions		36,817		7,197		(4,366)		(4,125)		63,531		23,542
Total increase (decrease) in net assets		34,445		8,193		(3,602)		(677)		9,125		79,478
NET ASSETS:
Beginning of period		8,193		0		27,375		28,052		422,428		342,950
End of period	$	42,638	$	8,193	$	23,773	$	27,375	$	431,553	$	422,428
CHANGES IN UNITS OUTSTANDING:
Units issued		2,469		511		34				6,090		5,622
Units redeemed		(272)		(12)		(432)		(427)		(1,178)		(3,155)
Net increase (decrease)		2,197		499		(398)		(427)		4,912		2,467

(1)   For the period March 18, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		000000000000000		000000000000000		000000000000000		000000000000000		000000000000000
	AMERICAN CENTURY VP ULTRA FUND		AMERICAN CENTURY VP VALUE FUND				AMERICAN CENTURY VP VISTA FUND
	2010		2011		2010		2011		2010
	(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	23	$	7,839	$	7,991	$	(1,095)	$	(2,210)
Net realized gain (loss)		461		(2,197)		(4,655)		(1,558)		(12,435)
Change in net unrealized appreciation (depreciation) on investments		(899)		(1,667)		48,141		60,809		200,683
Increase (decrease) in net assets resulting from operations		(415)		3,975		51,477		58,156		186,038
CONTRACT TRANSACTIONS:
Purchase payments received		533		13,595		5,611		24,524		22,512
Transfers for contract benefits and terminations		(96)		(5,181)		(6,485)		(49,293)		(13,995)
Net transfers		(4,273)		(15,569)		17,595		(927,026)		(17,873)
Contract maintenance charges		(2)		(335)		(343)		(292)		(447)
Increase (decrease) in net assets resulting from contract transactions		(3,838)		(7,490)		16,378		(952,087)		(9,803)
Total increase (decrease) in net assets		(4,253)		(3,515)		67,855		(893,931)		176,235
NET ASSETS:
Beginning of period		4,253		455,405		387,550		976,400		800,165
End of period	$	0	$	451,890	$	455,405	$	82,469	$	976,400
CHANGES IN UNITS OUTSTANDING:
Units issued		753		2,416		2,518		5,773		2,198
Units redeemed		(1,179)		(3,190)		(1,642)		(71,819)		(3,110)
Net increase (decrease)		(426)		(774)		876		(66,046)		(912)

(1)   For the period January 1, 2010 to June 10, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND				AMERICAN FUNDS IS GROWTH FUND				AMERICAN FUNDS IS INTERNATIONAL FUND
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	719	$	267	$	5,654	$	3,785	$	2,264	$	2,812
Net realized gain		4,420		714		245,411		19,189		13,218		11,073
Change in net unrealized appreciation (depreciation) on investments		(21,610)		3,616		(228,367)		125,962		(41,793)		(1,124)
Increase (decrease) in net assets resulting from operations		(16,471)		4,597		22,698		148,936		(26,311)		12,761
CONTRACT TRANSACTIONS:
Purchase payments received		14,338		4,807		30,536		37,923		29,109		37,150
Transfers for contract benefits and terminations		(1,255)		(432)		(28,289)		(15,084)		(5,653)		(6,127)
Net transfers		41,477		11,728		755,348		(39,051)		(32,522)		(19,346)
Contract maintenance charges		(55)		(23)		(651)		(612)		(200)		(239)
Increase (decrease) in net assets resulting from contract transactions		54,505		16,080		756,944		(16,824)		(9,266)		11,438
Total increase (decrease) in net assets		38,034		20,677		779,642		132,112		(35,577)		24,199
NET ASSETS:
Beginning of period		28,744		8,067		966,929		834,817		181,880		157,681
End of period	$	66,778	$	28,744	$	1,746,571	$	966,929	$	146,303	$	181,880
CHANGES IN UNITS OUTSTANDING:
Units issued		9,436		2,136		133,279		7,179		7,325		6,724
Units redeemed		(4,547)		(212)		(82,011)		(8,961)		(9,332)		(5,245)
Net increase (decrease)		4,889		1,924		51,268		(1,782)		(2,007)		1,479

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	AMERICAN FUNDS IS NEW WORLD FUND				COLUMBIA VARIABLE PORTFOLIO – SMALL CAP VALUE FUND				DAVIS FINANCIAL PORTFOLIO
	2011		2010		2011		2010		2011		2010
			(1)				(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	540	$	3,185	$	243	$	22	$	436	$	322
Net realized gain (loss)		19,518		(4,076)		(2,533)		17		1,560		981
Change in net unrealized appreciation (depreciation) on investments		(29,685)		24,603		(2,751)		3,144		(6,836)		3,289
Increase (decrease) in net assets resulting from operations		(9,627)		23,712		(5,041)		3,183		(4,840)		4,592
CONTRACT TRANSACTIONS:
Purchase payments received		1,200		7,130		9,206		5,217		857		1,886
Transfers for contract benefits and terminations		(96,531)		(9,087)		(1,338)		(664)		(32,540)		(2,014)
Net transfers		(69,992)		194,762		(19,236)		15,027		11,472		42,840
Contract maintenance charges		(96)		(128)		(40)		(19)		(56)		(39)
Increase (decrease) in net assets resulting from contract transactions		(165,419)		192,677		(11,408)		19,561		(20,267)		42,673
Total increase (decrease) in net assets		(175,046)		216,389		(16,449)		22,744		(25,107)		47,265
NET ASSETS:
Beginning of period		216,389		0		22,744		0		69,211		21,946
End of period	$	41,343	$	216,389	$	6,295	$	22,744	$	44,104	$	69,211
CHANGES IN UNITS OUTSTANDING:
Units issued		6,836		28,087		1,445		1,487		7,331		6,135
Units redeemed		(17,028)		(14,986)		(2,460)		(47)		(9,396)		(1,835)
Net increase (decrease)		(10,192)		13,101		(1,015)		1,440		(2,065)		4,300

(1)  For the period March 18, 2010 to December 31, 2010.

(2)  For the period May 20, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		0000000000		0000000000		0000000000		0000000000		0000000000		0000000000
	INVESTMENT DIVISIONS
	DAVIS VALUE PORTFOLIO				DREYFUS IP MIDCAP  STOCK PORTFOLIO				DREYFUS IP TECHNOLOGY  GROWTH PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	621	$	2,100	$	197	$	527	$	(483)	$	(1,443)
Net realized gain (loss)		27,162		(3,384)		1,278		11,616		104,144		25,369
Change in net unrealized appreciation (depreciation) on investments		(54,706)		22,551		(1,927)		2,120		(88,007)		80,363
Increase (decrease) in net assets resulting from operations		(26,923)		21,267		(452)		14,263		15,654		104,289
CONTRACT TRANSACTIONS:
Purchase payments received		29,560		29,644								14,411
Transfers for contract benefits and terminations		(98,303)		(9,164)		(2,312)		(27,294)		(56,399)		(15,591)
Net transfers		47,841		34,067		23,006				(303,032)		223,991
Contract maintenance charges		(318)		(298)		(77)		(65)		(106)		(207)
Increase (decrease) in net assets resulting from contract transactions		(21,220)		54,249		20,617		(27,359)		(359,537)		222,604
Total increase (decrease) in net assets		(48,143)		75,516		20,165		(13,096)		(343,883)		326,893
NET ASSETS:
Beginning of period		218,950		143,434		53,124		66,220		433,074		106,181
End of period	$	170,807	$	218,950	$	73,289	$	53,124	$	89,191	$	433,074
CHANGES IN UNITS OUTSTANDING:
Units issued		7,614		6,661		1,835				8,155		30,039
Units redeemed		(11,113)		(1,646)		(191)		(2,526)		(28,835)		(11,892)
Net increase (decrease)		(3,499)		5,015		1,644		(2,526)		(20,680)		18,147

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		000000000000000		000000000000000		000000000000000		000000000000000		000000000000000		000000000000000
	INVESTMENT DIVISIONS
	DREYFUS STOCK INDEX FUND				DREYFUS VIF  APPRECIATION PORTFOLIO				DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	69,690	$	80,359	$	8,384	$	9,739	$	1,897	$	1,916
Net realized gain (loss)		(199,896)		(397,408)		5,119		312		1,779		5,281
Change in net unrealized appreciation on investments		277,575		1,022,500		36,237		66,955		(19,523)		2,125
Increase (decrease) in net assets resulting from operations		147,369		705,451		49,740		77,006		(15,847)		9,322
CONTRACT TRANSACTIONS:
Purchase payments received		166,923		228,611						2,397		988
Transfers for contract benefits and terminations		(260,855)		(903,965)		(6,075)		(5,663)		(3,335)		(76,274)
Net transfers		(1,015,173)		12,776		(37,337)		2,490		24,429		9,233
Contract maintenance charges		(4,395)		(5,217)		(451)		(440)		(115)		(131)
Increase (decrease) in net assets resulting from contract transactions		(1,113,500)		(667,795)		(43,863)		(3,613)		23,376		(66,184)
Total increase (decrease) in net assets		(966,131)		37,656		5,877		73,393		7,529		(56,862)
NET ASSETS:
Beginning of period		5,261,021		5,223,365		579,723		506,330		80,517		137,379
End of period	$	4,294,890	$	5,261,021	$	585,600	$	579,723	$	88,046	$	80,517
CHANGES IN UNITS OUTSTANDING:
Units issued		91,732		100,689		1		1,408		2,317		3,580
Units redeemed		(181,438)		(164,467)		(3,206)		(1,618)		(582)		(8,917)
Net increase (decrease)		(89,706)		(63,778)		(3,205)		(210)		1,735		(5,337)

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	DWS DREMAN SMALL MID CAP VALUE     VIP PORTFOLIO				DWS GLOBAL SMALL CAP GROWTH     VIP PORTFOLIO				DWS HIGH INCOME VIP PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	7,805	$	8,568	$	3,825	$	(102)	$	695	$	334
Net realized gain (loss)		137,644		(10,896)		75,292		(63,180)		817		26
Change in net unrealized appreciation (depreciation) on investments		(179,262)		175,072		(92,841)		171,461		(1,093)		578
Increase (decrease) in net assets resulting from operations		(33,813)		172,744		(13,724)		108,179		419		938
CONTRACT TRANSACTIONS:
Purchase payments received		17,252		11,697		5,879		28,226		630		179
Transfers for contract benefits and terminations		(31,445)		(27,480)		(122,737)		(9,712)		(3,758)		(175)
Net transfers		261,703		29,798		(167,306)		(135,717)		(45,211)		47,305
Contract maintenance charges		(492)		(460)		(224)		(312)		(45)		(33)
Increase (decrease) in net assets resulting from contract transactions		247,018		13,555		(284,388)		(117,515)		(48,384)		47,276
Total increase (decrease) in net assets		213,205		186,299		(298,112)		(9,336)		(47,965)		48,214
NET ASSETS:
Beginning of period		965,715		779,416		513,931		523,267		52,772		4,558
End of period	$	1,178,920	$	965,715	$	215,819	$	513,931	$	4,807	$	52,772
CHANGES IN UNITS OUTSTANDING:
Units issued		79,472		14,646		24,139		9,733		87		4,113
Units redeemed		(54,068)		(13,879)		(42,898)		(19,716)		(4,224)		(22)
Net increase (decrease)		25,404		767		(18,759)		(9,983)		(4,137)		4,091

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL		INTERNATIONAL
	INVESTMENT DIVISIONS
	DWS LARGE CAP VALUE VIP PORTFOLIO				DWS SMALL CAP INDEX VIP     PORTFOLIO				FEDERATED CAPITAL     APPRECIATION     FUND II
	2011		2010		2011		2010		2010
									(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	5,149	$	(107)	$	363	$	526	$	809
Net realized gain (loss)		60,859		(107,748)		(11,427)		4,320		(2,174)
Change in net unrealized appreciation (depreciation) on investments		(53,586)		178,958		(22,793)		13,984		3,632
Increase (decrease) in net assets resulting from operations		12,422		71,103		(33,857)		18,830		2,267
CONTRACT TRANSACTIONS:
Purchase payments received		16,485		27,340		2,514		1,465		23,092
Transfers for contract benefits and terminations		(173,101)		(10,742)		(35,577)		(2,105)		(9,882)
Net transfers		61,730		76,719		153,224		30,558		(43,397)
Contract maintenance charges		(207)		(162)		(179)		(100)		(41)
Increase (decrease) in net assets resulting from contract transactions		(95,093)		93,155		119,982		29,818		(30,228)
Total increase (decrease) in net assets		(82,671)		164,258		86,125		48,648		(27,961)
NET ASSETS:
Beginning of period		529,613		365,355		114,410		65,762		27,961
End of period	$	446,942	$	529,613	$	200,535	$	114,410	$	0
CHANGES IN UNITS OUTSTANDING:
Units issued		66,482		58,134		54,633		7,755		7,235
Units redeemed		(75,637)		(45,371)		(44,727)		(4,471)		(10,571)
Net increase (decrease)		(9,155)		12,763		9,906		3,284		(3,336)

(1)   For the period January 1, 2010 to May 20, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION
	INVESTMENT DIVISIONS
	FEDERATED HIGH INCOME BOND     FUND II				FEDERATED INTERNATIONAL     EQUITY FUND II		FEDERATED KAUFMANN FUND II
	2011		2010		2010		2011		2010
					(1)				(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,782	$	3,340	$	3,226	$	310	$	(81)
Net realized gain (loss)		2,241		947		(189,252)		68		239
Change in net unrealized appreciation (depreciation) on investments		(3,846)		1,525		100,885		(6,207)		4,944
Increase (decrease) in net assets resulting from operations		2,177		5,812		(85,141)		(5,829)		5,102
CONTRACT TRANSACTIONS:
Purchase payments received
Transfers for contract benefits and terminations		(502)		(1,002)		(4,077)		(1,226)		(869)
Net transfers		(6,209)		1,517		(1,117,486)		(1,306)		35,678
Contract maintenance charges		(75)		(78)		(234)		(68)		(57)
Increase (decrease) in net assets resulting from contract transactions		(6,786)		437		(1,121,797)		(2,600)		34,752
Total increase (decrease) in net assets		(4,609)		6,249		(1,206,938)		(8,429)		39,854
NET ASSETS:
Beginning of period		45,469		39,220		1,206,938		39,854		0
End of period	$	40,860	$	45,469	$	0	$	31,425	$	39,854
CHANGES IN UNITS OUTSTANDING:
Units issued		60		274				780		5,025
Units redeemed		(494)		(235)		(109,326)		(1,084)		(1,582)
Net increase (decrease)		(434)		39		(109,326)		(304)		3,443

(1)   For the period January 1, 2010 to March 12, 2010.

(2)   For the period March 11, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTRNATIONAL		INTRNATIONAL		INTRNATIONAL		INTRNATIONAL		INTRNATIONAL
	FEDERATED MID     CAP GROWTH STRATEGIES FUND II		FIDELITY VIP CONTRAFUND PORTFOLIO				FIDELITY VIP GROWTH PORTFOLIO
	2010		2011		2010		2011		2010
	(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(26)	$	7,145	$	11,511	$	(1,076)	$	(1,590)
Net realized gain (loss)		(3,900)		195,389		(116,535)		189,584		(76,889)
Change in net unrealized appreciation on investments		5,575		(298,259)		473,277		(173,657)		264,849
Increase (decrease) in net assets resulting from operations		1,649		(95,725)		368,253		14,851		186,370
CONTRACT TRANSACTIONS:
Purchase payments received				193,604		279,723		1		152,571
Transfers for contract benefits and terminations		(290)		(349,540)		(76,758)		(15,515)		(59,675)
Net transfers		(46,264)		(156,510)		(794,969)		94,715		51,658
Contract maintenance charges		(21)		(1,841)		(3,393)		(1,041)		(886)
Increase (decrease) in net assets resulting from contract transactions		(46,575)		(314,287)		(595,397)		78,160		143,668
Total increase (decrease) in net assets		(44,926)		(410,012)		(227,144)		93,011		330,038
NET ASSETS:
Beginning of period		44,926		2,143,086		2,370,230		951,162		621,124
End of period	$	0	$	1,733,074	$	2,143,086	$	1,044,173	$	951,162
CHANGES IN UNITS OUTSTANDING:
Units issued		1,509		52,152		44,240		40,056		43,417
Units redeemed		(5,738)		(69,044)		(80,894)		(31,944)		(28,254)
Net increase (decrease)		(4,229)		(16,892)		(36,654)		8,112		15,163

(1)   For the period January 1, 2010 to May 14, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION
	INVESTMENT DIVISIONS
	FIDELITY VIP INVESTMENT GRADE     BOND PORTFOLIO				FIDELITY VIP MID CAP PORTFOLIO				INVESCO V.I. CORE EQUITY FUND
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	17,083	$	20,495	$	(10,690)	$	(7,073)	$	13,719	$	10,739
Net realized gain (loss)		32,820		45,046		188,325		(51,713)		35,256		22,359
Change in net unrealized appreciation (depreciation) on investments		(8,242)		(23,469)		(603,216)		936,080		(123,927)		106,592
Increase (decrease) in net assets resulting from operations		41,661		42,072		(425,581)		877,294		(74,952)		139,690
CONTRACT TRANSACTIONS:
Purchase payments received		515		68,797		196,872		220,342		300		167,704
Transfers for contract benefits and terminations		(13,711)		(23,421)		(444,190)		(492,893)		(20,749)		(58,561)
Net transfers		(81,439)		17,803		(188,981)		284,746		(892,557)		(42,734)
Contract maintenance charges		(365)		(470)		(2,931)		(3,153)		(823)		(916)
Increase (decrease) in net assets resulting from contract transactions		(95,000)		62,709		(439,230)		9,042		(913,829)		65,493
Total increase (decrease) in net assets		(53,339)		104,781		(864,811)		886,336		(988,781)		205,183
NET ASSETS:
Beginning of period		666,348		561,567		3,968,982		3,082,646		1,642,346		1,437,163
End of period	$	613,009	$	666,348	$	3,104,171	$	3,968,982	$	653,565	$	1,642,346
CHANGES IN UNITS OUTSTANDING:
Units issued		35,632		34,274		83,535		78,013		98,521		26,365
Units redeemed		(42,707)		(29,370)		(105,968)		(78,364)		(176,397)		(20,700)
Net increase (decrease)		(7,075)		4,904		(22,433)		(351)		(77,876)		5,665

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION
	INVESTMENT DIVISIONS
	INVESCO V.I. DIVIDEND GROWTH     FUND				INVESCO V.I. GLOBAL HEALTH CARE     FUND				INVESCO V.I. GLOBAL REAL ESTATE     FUND
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(4)	$	(10)	$	(498)	$	(663)	$	2,322	$	3,000
Net realized gain (loss)		87		1,630		(23,556)		(12,598)		4,755		6,032
Change in net unrealized appreciation (depreciation) on investments		(184)		(945)		30,994		20,051		(13,535)		1,618
Increase (decrease) in net assets resulting from operations		(101)		675		6,940		6,790		(6,458)		10,650
CONTRACT TRANSACTIONS:
Purchase payments received		2				1,201		5,881		8,930		9,359
Transfers for contract benefits and terminations		(206)		(141)		(51,731)		(7,229)		(23,077)		(2,375)
Net transfers		(220)		(472)		3,212		42,989		(11,515)		44,208
Contract maintenance charges		(14)		(10)		(199)		(175)		(100)		(70)
Increase (decrease) in net assets resulting from contract transactions		(438)		(623)		(47,517)		41,466		(25,762)		51,122
Total increase (decrease) in net assets		(539)		52		(40,577)		48,256		(32,220)		61,772
NET ASSETS:
Beginning of period		6,978		6,926		200,985		152,729		90,308		28,536
End of period	$	6,439	$	6,978	$	160,408	$	200,985	$	58,088	$	90,308
CHANGES IN UNITS OUTSTANDING:
Units issued		252		1,729		9,554		6,423		10,268		11,068
Units redeemed		(323)		(1,806)		(12,605)		(3,156)		(14,089)		(3,369)
Net increase (decrease)		(71)		(77)		(3,051)		3,267		(3,821)		7,699

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	INVESCO V.I. INTERNATIONAL     GROWTH FUND				INVESCO V.I. MID CAP CORE EQUITY     FUND				INVESCO V.I. TECHNOLOGY FUND
	2011		2010		2011		2010		2011		2010
							(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	9,753	$	19,729	$	(95)	$	19	$	(44)	$	(111)
Net realized gain (loss)		(13,523)		(49,376)		(6,745)		7		4,786		2,164
Change in net unrealized appreciation on investments		(48,574)		144,577		5,084		1,061		(8,481)		8,530
Increase (decrease) in net assets resulting from operations		(52,344)		114,930		(1,756)		1,087		(3,739)		10,583
CONTRACT TRANSACTIONS:
Purchase payments received		29,451		30,399		19,198		5,762		(2)		600
Transfers for contract benefits and terminations		(59,662)		(250,596)		(1,783)		(422)		(2,011)		(1,162)
Net transfers		(106,470)		(31,036)		156,952		4,804		10,770		14,145
Contract maintenance charges		(786)		(1,078)		(56)		(9)		(118)		(75)
Increase (decrease) in net assets resulting from contract transactions		(137,467)		(252,311)		174,311		10,135		8,639		13,508
Total increase (decrease) in net assets		(189,811)		(137,381)		172,555		11,222		4,900		24,091
NET ASSETS:
Beginning of period		915,948		1,053,329		11,222		0		58,643		34,552
End of period	$	726,137	$	915,948	$	183,777	$	11,222	$	63,543	$	58,643
CHANGES IN UNITS OUTSTANDING:
Units issued		4,218		20,357		21,327		846		1,864		4,066
Units redeemed		(15,959)		(43,849)		(8,488)		(69)		(1,207)		(2,834)
Net increase (decrease)		(11,741)		(23,492)		12,839		777		657		1,232

(1)   For the period May 20, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	JANUS ASPEN BALANCED PORTFOLIO				JANUS ASPEN FLEXIBLE BOND     PORTFOLIO				JANUS ASPEN FORTY PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	9,750	$	11,212	$	381,893	$	301,564	$	(835)	$	2,298
Net realized gain (loss)		57,536		18,475		119,762		26,623		308,525		(107,441)
Change in net unrealized appreciation (depreciation) on investments		(62,005)		10,928		(170,726)		26,627		(394,936)		391,408
Increase (decrease) in net assets resulting from operations		5,281		40,615		330,929		354,814		(87,246)		286,265
CONTRACT TRANSACTIONS:
Purchase payments received		12,576		103,379		221,689		565,932		139,928		150,304
Transfers for contract benefits and terminations		(39,491)		(133,966)		(68,763)		(93,772)		(305,420)		(76,891)
Net transfers		(58,516)		(164,276)		(95,624)		(42,485)		(2,407,654)		70,766
Contract maintenance charges		(674)		(959)		(916)		(1,101)		(2,253)		(3,098)
Increase (decrease) in net assets resulting from contract transactions		(86,105)		(195,822)		56,386		428,574		(2,575,399)		141,081
Total increase (decrease) in net assets		(80,824)		(155,207)		387,315		783,388		(2,662,645)		427,346
NET ASSETS:
Beginning of period		431,302		586,509		5,173,474		4,390,086		4,439,324		4,011,978
End of period	$	350,478	$	431,302	$	5,560,789	$	5,173,474	$	1,776,679	$	4,439,324
CHANGES IN UNITS OUTSTANDING:
Units issued		20,646		23,795		13,218		34,686		37,105		50,705
Units redeemed		(26,665)		(35,692)		(12,652)		(13,529)		(201,828)		(41,215)
Net increase (decrease)		(6,019)		(11,897)		566		21,157		(164,723)		9,490

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION
	JANUS ASPEN     GLOBAL  LIFE SCIENCES PORTFOLIO		JANUS ASPEN GLOBAL TECHNOLOGY     PORTFOLIO				JANUS ASPEN OVERSEAS PORTFOLIO
	2010		2011		2010		2011		2010
	(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(115)	$	(257)	$	(219)	$	7,161	$	16,694
Net realized gain (loss)		2,588		7,267		5,529		56,769		(98,846)
Change in net unrealized appreciation (depreciation) on investments		(673)		(14,033)		6,397		(1,457,679)		900,852
Increase (decrease) in net assets resulting from operations		1,800		(7,023)		11,707		(1,393,749)		818,700
CONTRACT TRANSACTIONS:
Purchase payments received				(1)		673		85,668		79,488
Transfers for contract benefits and terminations		(612)		(11,729)		(1,258)		(294,568)		(39,654)
Net transfers		(87,564)		20,640		31,092		(169,447)		979,591
Contract maintenance charges		(48)		(81)		(44)		(3,412)		(3,563)
Increase (decrease) in net assets resulting from contract transactions		(88,224)		8,829		30,463		(381,759)		1,015,862
Total increase (decrease) in net assets		(86,424)		1,806		42,170		(1,775,508)		1,834,562
NET ASSETS:
Beginning of period		86,424		70,736		28,566		4,575,468		2,740,906
End of period	$	0	$	72,542	$	70,736	$	2,799,960	$	4,575,468
CHANGES IN UNITS OUTSTANDING:
Units issued		306		4,809		4,448		61,067		119,386
Units redeemed		(9,317)		(5,253)		(1,423)		(88,729)		(47,126)
Net increase (decrease)		(9,011)		(444)		3,025		(27,662)		72,260

(1)  For  the period January 1, 2010 to April 27, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION		INTERNATION
	INVESTMENT DIVISIONS
	JANUS ASPEN WORLDWIDE     PORTFOLIO				MAXIM AGGRESSIVE PROFILE I     PORTFOLIO				MAXIM ARIEL MID-CAP VALUE     PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,606	$	1,598	$	5,718	$	2,670	$	466	$	(419)
Net realized gain (loss)		52,385		(23,260)		138,730		(1,044)		75,923		214,532
Change in net unrealized appreciation (depreciation) on investments		(106,288)		88,290		(189,630)		101,581		(91,533)		(153,245)
Increase (decrease) in net assets resulting from operations		(52,297)		66,628		(45,182)		103,207		(15,144)		60,868
CONTRACT TRANSACTIONS:
Purchase payments received		2		51,961		141,283		165,154		3,000		95,059
Transfers for contract benefits and terminations		(9,778)		(21,045)		(25,835)		(3,977)		(4,397)		(54,256)
Net transfers		(44,036)		62,592		(57,058)		(5,990)		(14,524)		(133,185)
Contract maintenance charges		(582)		(462)		(809)		(816)		(469)		(592)
Increase (decrease) in net assets resulting from contract transactions		(54,394)		93,046		57,581		154,371		(16,390)		(92,974)
Total increase (decrease) in net assets		(106,691)		159,674		12,399		257,578		(31,534)		(32,106)
NET ASSETS:
Beginning of period		512,667		352,993		876,739		619,161		281,315		313,421
End of period	$	405,976	$	512,667	$	889,138	$	876,739	$	249,781	$	281,315
CHANGES IN UNITS OUTSTANDING:
Units issued		15,858		21,083		47,969		45,868		6,279		13,260
Units redeemed		(19,226)		(12,890)		(40,304)		(31,954)		(7,226)		(19,726)
Net increase (decrease)		(3,368)		8,193		7,665		13,914		(947)		(6,466)

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM ARIEL SMALL-CAP VALUE     PORTFOLIO				MAXIM BOND     INDEX PORTFOLIO		MAXIM CONSERVATIVE PROFILE I     PORTFOLIO
	2011		2010		2010		2011		2010
					(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(2,376)	$	(1,648)	$	(4)	$	8,192	$	6,677
Net realized gain		193,549		15,121		105		8,945		78,800
Change in net unrealized appreciation (depreciation) on investments		(360,577)		172,451		0		(14,655)		(58,209)
Increase (decrease) in net assets resulting from operations		(169,404)		185,924		101		2,482		27,268
CONTRACT TRANSACTIONS:
Purchase payments received		2,389		19,394		1,065		63,728		81,278
Transfers for contract benefits and terminations		(20,139)		(9,622)		(113)		(14,802)		(2,075)
Net transfers		15,855		689		(1,053)		19,276		44,180
Contract maintenance charges		(963)		(554)		0		(529)		(439)
Increase (decrease) in net assets resulting from contract transactions		(2,858)		9,907		(101)		67,673		122,944
Total increase (decrease) in net assets		(172,262)		195,831		0		70,155		150,212
NET ASSETS:
Beginning of period		902,225		706,394		0		404,823		254,611
End of period	$	729,963	$	902,225	$	0	$	474,978	$	404,823
CHANGES IN UNITS OUTSTANDING:
Units issued		53,986		26,098		1,284		17,948		21,784
Units redeemed		(60,012)		(26,289)		(1,284)		(13,349)		(12,610)
Net increase (decrease)		(6,026)		(191)		0		4,599		9,174

(1) For the period February 17, 2010 to March 22, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM INVESCO ADR PORTFOLIO				MAXIM JANUS LARGE CAP GROWTH     PORTFOLIO				MAXIM LIFETIME 2015 PORTFOLIO II T
	2011		2010		2011		2010		2011		2010
							(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	12,210	$	6,020	$	(189)	$	(72)	$	2,771	$	1,171
Net realized gain (loss)		14,309		(14,966)		12,001		985		2,180		1,055
Change in net unrealized appreciation (depreciation) on investments		(146,111)		25,030		(18,763)		3,316		(3,952)		5,464
Increase (decrease) in net assets resulting from operations		(119,592)		16,084		(6,951)		4,229		999		7,690
CONTRACT TRANSACTIONS:
Purchase payments received		22,235		36,924		23,257		16,806		17,789		22,536
Transfers for contract benefits and terminations		(19,047)		(13,117)		(3,307)		(2,034)		(2,241)		(2,803)
Net transfers		170,545		(16,181)		3,580		32,458		(16,598)		(27,991)
Contract maintenance charges		(629)		(470)		(91)		(66)		(65)		(89)
Increase (decrease) in net assets resulting from contract transactions		173,104		7,156		23,439		47,164		(1,115)		(8,347)
Total increase (decrease) in net assets		53,512		23,240		16,488		51,393		(116)		(657)
NET ASSETS:
Beginning of period		451,363		428,123		51,393		0		73,074		73,731
End of period	$	504,875	$	451,363	$	67,881	$	51,393	$	72,958	$	73,074
CHANGES IN UNITS OUTSTANDING:
Units issued		56,721		26,340		6,088		4,072		7,125		2,665
Units redeemed		(44,033)		(24,372)		(4,410)		(464)		(7,222)		(3,437)
Net increase (decrease)		12,688		1,968		1,678		3,608		(97)		(772)

(1) For the period March 19, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM LIFETIME 2025 PORTFOLIO II T				MAXIM LIFETIME 2045 PORTFOLIO II T				MAXIM LOOMIS SAYLES BOND     PORTFOLIO
	2011		2010		2011		2010		2011		2010
			(1)				(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,655	$	98	$	72	$	101	$	147,182	$	155,247
Net realized gain (loss)		676		112		629		187		132,602		(10,892)
Change in net unrealized appreciation (depreciation) on investments		(3,172)		1,098		(1,731)		1,484		(174,561)		113,268
Increase (decrease) in net assets resulting from operations		(841)		1,308		(1,030)		1,772		105,223		257,623
CONTRACT TRANSACTIONS:
Purchase payments received		15,170		3,449		3,852		6,948		146,803		353,314
Transfers for contract benefits and terminations		(2,101)		(442)		(572)		(800)		(83,494)		(168,348)
Net transfers		21,980		10,595		(13,967)		6,218		(192,376)		373,368
Contract maintenance charges		(55)		(12)		(18)		(26)		(2,582)		(2,618)
Increase (decrease) in net assets resulting from contract transactions		34,994		13,590		(10,705)		12,340		(131,649)		555,716
Total increase (decrease) in net assets		34,153		14,898		(11,735)		14,112		(26,426)		813,339
NET ASSETS:
Beginning of period		14,898		0		14,112		0		2,597,310		1,783,971
End of period	$	49,051	$	14,898	$	2,377	$	14,112	$	2,570,884	$	2,597,310
CHANGES IN UNITS OUTSTANDING:
Units issued		3,156		1,311		315		1,676		24,026		52,694
Units redeemed		(183)		(40)		(1,284)		(499)		(33,909)		(18,532)
Net increase (decrease)		2,973		1,271		(969)		1,177		(9,883)		34,162

(1) For the period July 30, 2010 to December 31, 2010.

(2) For the period February 17, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM LOOMIS SAYLES SMALL-CAP   VALUE PORTFOLIO				MAXIM MFS INTERNATIONAL VALUE     PORTFOLIO				MAXIM MODERATE PROFILE I     PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(840)	$	1,446	$	2,442	$	337	$	7,426	$	6,404
Net realized gain (loss)		15,960		(3,893)		5,450		(321)		85,358		99,980
Change in net unrealized appreciation (depreciation) on investments		(62,641)		173,216		(3,987)		1,944		(102,498)		(36,208)
Increase (decrease) in net assets resulting from operations		(47,521)		170,769		3,905		1,960		(9,714)		70,176
CONTRACT TRANSACTIONS:
Purchase payments received		1,536		5,316		1,188		36		145,052		145,025
Transfers for contract benefits and terminations		(52,074)		(13,909)		(10,902)		(380)		(28,214)		(7,453)
Net transfers		85,096		(147,943)		135,430		16,604		(241,742)		49,251
Contract maintenance charges		(399)		(353)		(28)		(6)		(987)		(860)
Increase (decrease) in net assets resulting from contract transactions		34,159		(156,889)		125,688		16,254		(125,891)		185,963
Total increase (decrease) in net assets		(13,362)		13,880		129,593		18,214		(135,605)		256,139
NET ASSETS:
Beginning of period		840,033		826,153		27,424		9,210		798,518		542,379
End of period	$	826,671	$	840,033	$	157,017	$	27,424	$	662,913	$	798,518
CHANGES IN UNITS OUTSTANDING:
Units issued		36,215		1,765		44,092		2,734		41,200		24,984
Units redeemed		(35,009)		(13,254)		(23,823)		(65)		(43,110)		(12,908)
Net increase (decrease)		1,206		(11,489)		20,269		2,669		(1,910)		12,076

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM MODERATELY AGGRESSIVE   PROFILE I PORTFOLIO				MAXIM MODERATELY    CONSERVATIVE PROFILE I PORTFOLIO				MAXIM MONEY MARKET PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	6,958	$	4,341	$	10,748	$	6,856	$	(27,262)	$	(24,006)
Net realized gain		60,130		73,120		25,769		107,804
Change in net unrealized appreciation (depreciation) on investments		(84,911)		(12,382)		(39,518)		(62,588)
Increase (decrease) in net assets resulting from operations		(17,823)		65,079		(3,001)		52,072		(27,262)		(24,006)
CONTRACT TRANSACTIONS:
Purchase payments received		126,850		164,837		80,807		37,534		1,735,710		1,302,908
Transfers for contract benefits and terminations		(25,181)		(21,917)		(22,110)		(12,118)		(655,579)		(270,806)
Net transfers		13,737		(78,865)		64,411		227,513		231,110		(519,595)
Contract maintenance charges		(718)		(792)		(643)		(586)		(9,663)		(10,449)
Increase in net assets resulting from contract transactions		114,688		63,263		122,465		252,343		1,301,578		502,058
Total increase in net assets		96,865		128,342		119,464		304,415		1,274,316		478,052
NET ASSETS:
Beginning of period		575,119		446,777		675,250		370,835		8,012,224		7,534,172
End of period	$	671,984	$	575,119	$	794,714	$	675,250	$	9,286,540	$	8,012,224
CHANGES IN UNITS OUTSTANDING:
Units issued		45,989		20,958		57,179		34,852		489,147		448,881
Units redeemed		(33,395)		(16,560)		(42,954)		(17,010)		(374,097)		(404,235)
Net increase		12,594		4,398		14,225		17,842		115,050		44,646

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM SHORT DURATION BOND     PORTFOLIO						MAXIM SMALL-CAP GROWTH     PORTFOLIO						MAXIM T. ROWE PRICE      EQUITY/INCOME PORTFOLIO
	2011			2010			2011			2010			2011			2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)		$	127,584		$	79,253		$	(990)		$	(2,809)		$	11,265		$	8,192
Net realized gain (loss)			8,281			19,871			268,359			(2,078)			66,961			(12,080)
Change in net unrealized appreciation on investments			(10,337)			52,488			(123,980)			256,349			(83,195)			77,195
Increase (decrease) in net assets resulting from operations			125,528			151,612			143,389			251,462			(4,969)			73,307
CONTRACT TRANSACTIONS:
Purchase payments received			215,952			215,951			1			77,913			17,969			37,151
Transfers for contract benefits and terminations			(130,451)			(34,746)			(5,570)			(49,806)			(20,120)			(42,743)
Net transfers			3,548,070			(2,995)			(1,331,227)			(123,826)			122,198			95,860
Contract maintenance charges			(1,393)			(582)			(398)			(989)			(746)			(584)
Increase (decrease) in net assets resulting from contract transactions			3,632,178			177,628			(1,337,194)			(96,708)			119,301			89,684
Total increase (decrease) in net assets			3,757,706			329,240			(1,193,805)			154,754			114,332			162,991
NET ASSETS:
Beginning of period			2,467,973			2,138,733			1,255,967			1,101,213			595,405			432,414
End of period		$	6,225,679		$	2,467,973		$	62,162		$	1,255,967		$	709,737		$	595,405
CHANGES IN UNITS OUTSTANDING:
Units issued			309,594			18,546			2,123			11,120			43,052			41,356
Units redeemed			(11,417)			(3,375)			(105,316)			(20,018)			(30,837)			(32,258)
Net increase (decrease)			298,177			15,171			(103,193)			(8,898)			12,215			9,098

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	MAXIM T. ROWE PRICE MID CAP     GROWTH PORTFOLIO				MAXIM TEMPLETON GLOBAL BOND     PORTFOLIO				MAXIM U.S. GOVERNMENT      MORTGAGE SECURITIES PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	25,242	$	(908)	$	8,030	$	2,847	$	104,061	$	112,801
Net realized gain		210,530		69,039		3,253		5,589		51,763		58,435
Change in net unrealized appreciation (depreciation) on investments		(474,378)		(12,251)		(14,561)		2,609		21,932		(3,888)
Increase (decrease) in net assets resulting from operations		(238,606)		55,880		(3,278)		11,045		177,756		167,348
CONTRACT TRANSACTIONS:
Purchase payments received		25,356		25,010		14,635		9,522		30,581		56,073
Transfers for contract benefits and terminations		(58,480)		(1,628)		(4,730)		(3,444)		(59,526)		(51,735)
Net transfers		2,252,342		11,464		36,775		25,179		(105,163)		80,783
Contract maintenance charges		(1,061)		(284)		(143)		(123)		(957)		(1,068)
Increase (decrease) in net assets resulting from contract transactions		2,218,157		34,562		46,537		31,134		(135,065)		84,053
Total increase in net assets		1,979,551		90,442		43,259		42,179		42,691		251,401
NET ASSETS:
Beginning of period		290,112		199,670		129,900		87,721		3,391,087		3,139,686
End of period	$	2,269,663	$	290,112	$	173,159	$	129,900	$	3,433,778	$	3,391,087
CHANGES IN UNITS OUTSTANDING:
Units issued		140,294		20,444		5,718		6,372		49,362		45,249
Units redeemed		(11,159)		(17,806)		(1,935)		(3,729)		(55,463)		(34,270)
Net increase (decrease)		129,135		2,638		3,783		2,643		(6,101)		10,979

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT     GUARDIAN PORTFOLIO				NEUBERGER BERMAN AMT MID-CAP     GROWTH PORTFOLIO				NEUBERGER BERMAN AMT PARTNERS     PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,474	$	3,236	$	(787)	$	(499)	$	(3,661)	$	6,871
Net realized gain		84,830		21,972		26,996		53,156		13,116		106,508
Change in net unrealized appreciation on investments		(105,586)		322,640		(19,526)		5,091		(185,691)		115,442
Increase (decrease) in net assets resulting from operations		(17,282)		347,848		6,683		57,748		(176,236)		228,821
CONTRACT TRANSACTIONS:
Purchase payments received		(1)		83,549				30,274		320
Transfers for contract benefits and terminations		(50,365)		(71,501)		(4,383)		(21,393)		(45,638)		(30,760)
Net transfers		(477,879)		(122,123)		(14,947)		60,342		12,481		(306,623)
Contract maintenance charges		(1,453)		(1,652)		(479)		(298)		(638)		(1,170)
Increase (decrease) in net assets resulting from contract transactions		(529,698)		(111,727)		(19,809)		68,925		(33,475)		(338,553)
Total increase (decrease) in net assets		(546,980)		236,121		(13,126)		126,673		(209,711)		(109,732)
NET ASSETS:
Beginning of period		2,135,658		1,899,537		306,172		179,499		1,527,592		1,637,324
End of period	$	1,588,678	$	2,135,658	$	293,046	$	306,172	$	1,317,881	$	1,527,592
CHANGES IN UNITS OUTSTANDING:
Units issued		1,403		8,219		5,309		18,819		1,134		7,386
Units redeemed		(40,260)		(17,596)		(6,206)		(13,936)		(4,157)		(36,799)
Net increase (decrease)		(38,857)		(9,377)		(897)		4,883		(3,023)		(29,413)

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT REGENCY   PORTFOLIO				NEUBERGER BERMAN AMT SMALL   CAP GROWTH PORTFOLIO				NEUBERGER BERMAN AMT SOCIALLY   RESPONSIVE PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	2,894	$	3,686	$	(567)	$	(1,141)	$	28	$	(58)
Net realized gain (loss)		(9,294)		(5,685)		33,706		(341)		6,602		(4,406)
Change in net unrealized appreciation (depreciation) on investments		(59,927)		185,835		(53,497)		63,087		(7,690)		9,957
Increase (decrease) in net assets resulting from operations		(66,327)		183,836		(20,358)		61,605		(1,060)		5,493
CONTRACT TRANSACTIONS:
Purchase payments received		5,295		16,976		17,011		49,208		1,921		1,959
Transfers for contract benefits and terminations		(71,844)		(8,584)		(106,334)		(6,347)		(2,812)		(700)
Net transfers		10,610		(20,673)		(44,509)		(174,611)		4,021		(8,641)
Contract maintenance charges		(500)		(501)		(303)		(879)		(46)		(43)
Increase (decrease) in net assets resulting from contract transactions		(56,439)		(12,782)		(134,135)		(132,629)		3,084		(7,425)
Total increase (decrease) in net assets		(122,766)		171,054		(154,493)		(71,024)		2,024		(1,932)
NET ASSETS:
Beginning of period		883,493		712,439		199,343		270,367		27,320		29,252
End of period	$	760,727	$	883,493	$	44,850	$	199,343	$	29,344	$	27,320
CHANGES IN UNITS OUTSTANDING:
Units issued		7,162		3,827		7,424		9,313		1,904		1,260
Units redeemed		(13,648)		(5,071)		(22,194)		(21,087)		(1,622)		(1,848)
Net increase (decrease)		(6,486)		(1,244)		(14,770)		(11,774)		282		(588)

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	PIMCO VIT HIGH YIELD PORTFOLIO				PIMCO VIT LOW DURATION     PORTFOLIO				PIMCO VIT REAL RETURN PORTFOLIO
	2011		2010		2011		2010		2011		2010
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	13,884	$	10,538	$	38,023	$	34,844	$	28,373	$	17,425
Net realized gain		11,227		3,228		26,768		28,169		110,956		58,833
Change in net unrealized appreciation (depreciation) on investments		(19,792)		5,314		(43,678)		71,399		28,315		48,509
Increase in net assets resulting from operations		5,319		19,080		21,113		134,412		167,644		124,767
CONTRACT TRANSACTIONS:
Purchase payments received		24,031		19,289		304,948		305,897		42,526		47,280
Transfers for contract benefits and terminations		(26,231)		(9,626)		(343,874)		(488,563)		(104,815)		(372,748)
Net transfers		(8,411)		92,740		355,961		(1,223)		124,539		91,751
Contract maintenance charges		(164)		(148)		(2,106)		(2,510)		(1,630)		(1,666)
Increase (decrease) in net assets resulting from contract transactions		(10,775)		102,255		314,929		(186,399)		60,620		(235,383)
Total increase (decrease) in net assets		(5,456)		121,335		336,042		(51,987)		228,264		(110,616)
NET ASSETS:
Beginning of period		211,401		90,066		2,569,283		2,621,270		1,460,494		1,571,110
End of period	$	205,945	$	211,401	$	2,905,325	$	2,569,283	$	1,688,758	$	1,460,494
CHANGES IN UNITS OUTSTANDING:
Units issued		17,368		10,815		71,354		65,629		46,272		59,485
Units redeemed		(18,165)		(3,283)		(47,667)		(79,311)		(41,116)		(74,642)
Net increase (decrease)		(797)		7,532		23,687		(13,682)		5,156		(15,157)

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	PIMCO VIT TOTAL RETURN PORTFOLIO				PUTNAM VT EQUITY INCOME IA PORTFOLIO				PUTNAM VT GLOBAL HEALTH CARE IA PORTFOLIO
	2011		2010		2011		2010		2011		2010
							(1)				(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	103,620	$	87,897	$	2,746	$	(162)	$	594	$	(171)
Net realized gain (loss)		113,246		165,053		5,957		(1,696)		3,996		35
Change in net unrealized appreciation on investments		(75,305)		48,243		(7,014)		8,416		(4,932)		6,358
Increase (decrease) in net assets resulting from operations		141,561		301,193		1,689		6,558		(342)		6,222
CONTRACT TRANSACTIONS:
Purchase payments received		98,926		93,070		4,933		1,637		3,223		0
Transfers for contract benefits and terminations		(132,371)		(44,750)		(27,685)		(1,111)		(1,598)		(742)
Net transfers		219,256		(52,502)		(11,850)		124,645		(6,217)		79,759
Contract maintenance charges		(1,402)		(1,610)		(192)		(76)		(50)		(32)
Increase (decrease) in net assets resulting from contract transactions		184,409		(5,792)		(34,794)		125,095		(4,642)		78,985
Total increase (decrease) in net assets		325,970		295,401		(33,105)		131,653		(4,984)		85,207
NET ASSETS:
Beginning of period		4,100,865		3,805,464		131,653		0		85,207		0
End of period	$	4,426,835	$	4,100,865	$	98,548	$	131,653	$	80,223	$	85,207
CHANGES IN UNITS OUTSTANDING:
Units issued		55,176		45,717		4,992		10,083		1,273		8,840
Units redeemed		(43,184)		(45,589)		(7,353)		(1,173)		(1,671)		(221)
Net increase (decrease)		11,992		128		(2,361)		8,910		(398)		8,619

(1) For the period April 15, 2010 to December 31, 2010.

(2) For the period June 16, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	PUTNAM VT HIGH YIELD IA PORTFOLIO				PUTNAM VT INTERNATIONAL GROWTH IA PORTFOLIO				ROYCE MICRO-CAP PORTFOLIO
	2011		2010		2011		2010		2011		2010
			(1)				(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(15)	$	421	$	426	$	259	$	15,634	$	11,111
Net realized gain (loss)		40		(268)		533		(23)		132,927		3,072
Change in net unrealized appreciation (depreciation) on investments		(142)				(5,042)		1,236		(250,942)		155,216
Increase (decrease) in net assets resulting from operations		(117)		153		(4,083)		1,472		(102,381)		169,399
CONTRACT TRANSACTIONS:
Purchase payments received		1		38		1,237		564		72,327		76,437
Transfers for contract benefits and terminations		(63)		(12)		(7,832)		(403)		(195,221)		(19,887)
Net transfers		5,122		(179)		16,759		19,123		45,687		340,479
Contract maintenance charges		(17)				(19)		(6)		(557)		(454)
Increase (decrease) in net assets resulting from contract transactions		5,043		(153)		10,145		19,278		(77,764)		396,575
Total increase (decrease) in net assets		4,926		0		6,062		20,750		(180,145)		565,974
NET ASSETS:
Beginning of period		0		0		20,750		0		869,641		303,667
End of period	$	4,926	$	0	$	26,812	$	20,750	$	689,496	$	869,641
CHANGES IN UNITS OUTSTANDING:
Units issued		1,262		406		2,073		1,326		43,413		51,879
Units redeemed		(941)		(406)		(1,346)		(53)		(50,271)		(12,461)
Net increase (decrease)		321		0		727		1,273		(6,858)		39,418

(1) For the period March 10, 2010 to April 19, 2010.

(2) For the period March 23, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2011 AND 2010

	INVESTMENT DIVISIONS
	ROYCE SMALL-CAP PORTFOLIO				VAN ECK VIP EMERGING MARKETS FUND				VAN ECK VIP GLOBAL HARD ASSETS FUND
	2011		2010		2011		2010		2011		2010
							(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	212	$	(2,268)	$	76	$	(26)	$	1,443	$	(686)
Net realized gain (loss)		(20,334)		(73,646)		36		13		31,100		19,256
Change in net unrealized appreciation (depreciation) on investments		(17,305)		291,519		(4,350)		2,266		(100,012)		37,197
Increase (decrease) in net assets resulting from operations		(37,427)		215,605		(4,238)		2,253		(67,469)		55,767
CONTRACT TRANSACTIONS:
Purchase payments received		15,616		11,400		1		0		20,684		11,783
Transfers for contract benefits and terminations		(83,518)		(375,082)		(336)		(167)		(60,579)		(7,683)
Net transfers		(138,154)		27,041		5,997		9,003		239,992		106,158
Contract maintenance charges		(1,019)		(1,353)		(3)		(3)		(311)		(179)
Increase (decrease) in net assets resulting from contract transactions		(207,075)		(337,994)		5,659		8,833		199,786		110,079
Total increase (decrease) in net assets		(244,502)		(122,389)		1,421		11,086		132,317		165,846
NET ASSETS:
Beginning of period		1,143,111		1,265,500		11,086		0		202,891		37,045
End of period	$	898,609	$	1,143,111	$	12,507	$	11,086	$	335,208	$	202,891
CHANGES IN UNITS OUTSTANDING:
Units issued		9,753		30,242		602		1,093		49,081		37,011
Units redeemed		(27,577)		(62,324)		(38)		(19)		(39,481)		(21,576)
Net increase (decrease)		(17,824)		(32,082)		564		1,074		9,600		15,435

(1) For the period March 10, 2010 to December 31, 2010.

The accompanying notes are an integral part of these financial statements. (Concluded)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The COLI VUL-2 Series Account (the Series Account), a variable life separate account of Great-West Life & Annuity Insurance Company (the Company), is registered as a unit investment trust under the Investment Company Act of 1940, as amended, and exists in accordance with regulations of the Colorado Division of Insurance. The Series Account is a funding vehicle for variable life insurance policies. The Series Account consists of numerous investment divisions (Investment Divisions), each being treated as an individual accounting entity for financial reporting purposes, and each investing all of its investible assets in the named underlying mutual fund.

Under applicable insurance law, the assets and liabilities of each of the Investment Divisions 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.

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.

Security Valuation

Mutual fund investments held by the Investment Divisions are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value.

The Series Account classifies its valuations into three levels based upon the transparency of inputs to the valuation of the Series Account’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. The three levels are defined as follows:

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

Level 2 – Valuations based on either directly or indirectly observable inputs. These may include quoted prices for similar assets in active markets.

Level 3 – Valuations based on inputs that are unobservable and significant to the fair value measurement and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2011, 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. The Series Account recognizes transfers between the levels as of the beginning of the quarter in which the transfer occurred. There were no transfers between Levels 1 and 2 during the year.

Risk Factors

Investing in the Series Account may involve certain risks including, but not limited to, those described below.

Unforeseen developments in market conditions may result in the decline of prices of, and the income generated by, the securities held by the Investment Divisions. These events may have adverse effects on the Investment Divisions such as a decline in the value and liquidity of many securities held by the Investment Divisions, and a decrease in net asset value.

The Investment Divisions investing in stocks may involve larger price fluctuation and greater potential for loss than other types of investments. This may cause the Investment Divisions to be subject to larger short-term declines in value.

The Investment Divisions may have elements of risk due to concentrated investments in foreign issuers located in a specific country. Such concentrations may subject the 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. Investments in securities of non-U.S. issuers have unique risks not present in securities of U.S. issuers, such as greater price volatility and less liquidity.

The Series Account may have Investment Divisions that primarily invest in bonds. Fixed income securities are subject to credit risk, which is the possibility that a security could have its credit rating downgraded or that the issuer of the security could fail to make timely payments or default on payments of interest or principal. Additionally, fixed income securities are subject to interest rate risk, meaning the decline in the price of debt securities that accompanies a rise in interest rates. Bonds with longer maturities are subject to greater price fluctuations than bonds with shorter maturities.

The Investment Divisions may be invested in bonds which are 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.

The Investment Divisions may invest in securities of governmental agencies. 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.

Security Transactions and Investment Income

Transactions are recorded on the trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date and the amounts distributed to the Investment Division for its share of dividends are reinvested in additional full and fractional shares of the related mutual funds.

Federal Income Taxes

The operations of each of the Investment Divisions 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). The Company is included in the consolidated federal tax return of Great-West Lifeco U.S. Inc. Under the current provisions of the IRC, the Company does not expect to incur federal income taxes on the earnings of each of the Investment Divisions 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 periodically review the status of the federal income tax 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.

Purchase Payments Received

Purchase payments received from contract owners by the Company are credited as accumulation units, and are reported as Contract Transactions on the Statement of Changes in Net Assets of the applicable Investment Divisions.

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.

Application of Recent Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06 “Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements” (ASU No. 2010-06). ASU No. 2010-06 provides for disclosure of significant transfers in and out of the fair value hierarchy Levels 1 and 2, and the reasons for these transfers. In addition, ASU No. 2010-06 provides for separate disclosure about purchases, sales, issuances and settlements in the Level 3 hierarchy roll forward activity. ASU No. 2010-06 is effective for interim and annual periods beginning after December 31, 2009 except for the provisions relating to purchases, sales, issuances and settlements of Level 3 investments, which are effective for fiscal years beginning after December 15, 2010. The Series Account adopted the disclosure provisions of ASU 2010-06 for its fiscal year beginning January 1, 2010 and adopted the Level 3 purchase, sales, issuances and settlement provisions for its fiscal year beginning January 1, 2011. The adoption of ASC No. 2010-06 did not have an impact on the Series Account’s financial position or the results of its operations.

In May 2011, the FASB issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU No. 2011-04). ASU No. 2011-04 does not extend the use of the existing concept or guidance regarding fair value. It results in common fair value measurements and disclosures between accounting principles generally accepted in the United States and those of International Financial Reporting Standards. ASU No. 2011-04 expands disclosure requirements for Level 3 inputs to include a quantitative description of the unobservable inputs used, a description of the valuation process used and a qualitative description about the sensitivity of the fair value measurements. ASU No. 2011-04 is effective for interim or annual periods beginning on or after December 15, 2011. The Series Account will adopt ASU No. 2011-04 for its fiscal year beginning January 1, 2012. At this time, the Series Account is evaluating the impact, if any, of ASU No. 2011-04 on financial statements and related disclosures.

2. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2011 were as follows:

Investment Division	Purchases		Sales
Alger Small Cap Growth Portfolio	$	40,272	$	3,605
American Century VP Income & Growth Fund		559		4,591
American Century VP International Fund		86,077		17,915
American Century VP Value Fund		47,159		46,810
American Century VP Vista Fund		75,165		1,028,365
American Funds IS Global Small Capitalization Fund		81,385		26,161
American Funds IS Growth Fund		1,761,740		999,128
American Funds IS International Fund		49,868		56,872
American Funds IS New World Fund		50,181		215,066

Investment Division	Purchases		Sales
Columbia Variable Portfolio - Small Cap Value Fund	$	25,593	$	33,135
Davis Financial Portfolio		28,609		48,441
Davis Value Portfolio		100,578		107,806
Dreyfus IP Midcap Stock Portfolio		23,388		2,573
Dreyfus IP Technology Growth Portfolio		43,376		403,408
Dreyfus Stock Index Fund		1,036,286		2,046,630
Dreyfus VIF Appreciation Portfolio		9,848		45,327
Dreyfus VIF International Equity Portfolio		31,812		6,539
DWS Dreman Small Mid Cap Value VIP Portfolio		835,762		580,934
DWS Global Small Cap Growth VIP Portfolio		244,486		525,060
DWS High Income VIP Portfolio		1,587		49,278
DWS Large Cap Value VIP Portfolio		456,802		546,753
DWS Small Cap Index VIP Portfolio		419,789		299,443
Federated High Income Bond Fund II		4,837		7,841
Federated Kaufmann Fund II		8,915		11,205
Fidelity VIP Contrafund Portfolio		488,082		795,240
Fidelity VIP Growth Portfolio		489,219		408,566
Fidelity VIP Investment Grade Bond Portfolio		515,198		575,973
Fidelity VIP Mid Cap Portfolio		810,303		1,254,304
Invesco V.I. Core Equity Fund		1,247,412		2,147,543
Invesco V.I. Dividend Growth Fund		1,372		1,814
Invesco V.I. Global Health Care Fund		45,474		93,492
Invesco V.I. Global Real Estate Fund		34,347		57,789
Invesco V.I. International Growth Fund		57,713		185,431
Invesco V.I. Mid Cap Core Equity Fund		285,538		111,317
Invesco V.I. Technology Fund		24,021		15,426
Janus Aspen Balanced Portfolio		331,543		385,159
Janus Aspen Flexible Bond Portfolio		754,593		208,688
Janus Aspen Forty Portfolio		388,776		2,965,075
Janus Aspen Global Technology Portfolio		25,622		17,050
Janus Aspen Overseas Portfolio		657,927		995,668
Janus Aspen Worldwide Portfolio		184,433		237,224
Maxim Aggressive Profile I Portfolio		404,689		284,748
Maxim Ariel Midcap Value Portfolio		81,301		97,226
Maxim Ariel Small-Cap Value Portfolio		603,546		608,784
Maxim Conservative Profile I Portfolio		261,929		166,641
Maxim Invesco ADR Portfolio		590,779		405,465
Maxim Janus Large Cap Growth Portfolio		97,577		53,701
Maxim Lifetime 2015 Portfolio II T		22,490		20,147
Maxim Lifetime 2025 Portfolio II T		38,269		1,038
Maxim Lifetime 2045 Portfolio II T		3,733		14,310
Maxim Loomis Sayles Bond Portfolio		646,263		630,729
Maxim Loomis Sayles Small-Cap Value Portfolio		402,032		368,714
Maxim MFS International Value Portfolio		281,651		153,519
Maxim Moderate Profile I Portfolio		285,851		351,567
Maxim Moderately Aggressive Profile I Portfolio		303,278		129,184
Maxim Moderately Conservative Profile I Portfolio		455,917		278,860
Maxim Money Market Portfolio		4,795,145		3,520,784
Maxim Short Duration Bond Portfolio		3,902,919		142,384
Maxim Small-Cap Growth Portfolio		23,411		1,361,620

Investment Division	Purchases		Sales
Maxim T. Rowe Price Equity/Income Portfolio	$	380,086	$	249,519
Maxim T. Rowe Price Mid Cap Growth Portfolio		2,608,412		173,817
Maxim Templeton Global Bond Portfolio		78,930		23,779
Maxim U.S. Government Mortgage Securities Portfolio		636,720		653,682
Neuberger Berman AMT Guardian Portfolio		25,172		551,407
Neuberger Berman AMT Mid-Cap Growth Portfolio		80,499		101,095
Neuberger Berman AMT Partners Portfolio		14,342		51,482
Neuberger Berman AMT Regency Portfolio		66,682		120,231
Neuberger Berman AMT Small Cap Growth Portfolio		55,075		189,782
Neuberger Berman AMT Socially Responsive Portfolio		24,730		21,618
Pimco VIT High Yield Portfolio		213,223		210,115
Pimco VIT Low Duration Portfolio		978,884		625,922
Pimco VIT Real Return Portfolio		670,080		533,278
Pimco VIT Total Return Portfolio		1,019,644		668,206
Putnam VT Equity Income IA Portfolio		75,897		107,946
Putnam VT Global Health Care IA Portfolio		15,078		16,887
Putnam VT High Yield IA Portfolio		19,941		14,913
Putnam VT International Growth IA Portfolio		18,196		7,625
Royce Micro-Cap Portfolio		305,525		367,664
Royce Small-Cap Portfolio		69,581		276,450
Van Eck VIP Emerging Markets Fund		6,131		396
Van Eck VIP Global Hard Assets Fund		376,465		172,549

3. EXPENSES AND RELATED PARTY TRANSACTIONS

Cost of Insurance

The Company deducts from each participant’s account an amount to pay for the insurance provided on each life. This charge varies based on individual characteristics of the policy holder and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Charges Incurred for Partial Surrenders

The Company deducts from each participant’s account a maximum administrative fee of $25 for all partial withdrawals after the first made during the same policy year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Charges Incurred for Change of Death Benefit Option Fee

The Company deducts from each participant’s account a maximum fee of $100 for each change of death benefit option. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Transfer Fees

The Company deducts from each participant’s account a fee of $10 for each transfer between Investment Divisions in excess of 12 transfers in any calendar year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Service Charge

The Company deducts from each participant’s account an amount equal to a maximum of $15 per month. This charge compensates the Company for certain administrative costs and is recorded as Contract maintenance charges on the Statement of Changes in Net Assets of the applicable Investment Divisions.

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 the Series Account, equal to an annual rate that will not exceed 0.90% annually. Currently, the charge is 0.40% for Policy Years 1 through 5, 0.25% for Policy Years 6 through 20 and 0.10% thereafter. These charges compensate the Company for its assumption of certain mortality, death benefit and expense risks. These charges are recorded as Mortality and expense risk in the Statement of Operations of the applicable Investment Divisions.

Expense Charges Applied to Premium

The Company deducts a maximum charge of 10% from each premium payment. A maximum of 6.5% of this charge will be deducted as sales load to compensate the Company in part for sales and promotional expenses in connection with selling the Policies. A maximum of 3.5% of this charge will be used to cover premium taxes and certain federal income tax obligations resulting from the receipt of premiums. This charge is netted with Purchase payments received on the Statement of Changes in Net Assets of the applicable Investment Divisions.

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.

Supplemental Benefit Charges

The Company deducts from each participant’s account an amount to pay for certain riders selected by the policy holder. This charge varies based on individual characteristics of the policy holder when the rider is added to the policy and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Related Party Transactions

Maxim Series Fund, Inc., portfolios of which are underlying certain Investment Divisions, are registered investment companies affiliated with the Company. GW Capital Management, LLC, (doing business as Maxim Capital Management, LLC (“MCM”)) a wholly owned subsidiary of the Company, serves as investment adviser to Maxim Series Fund, Inc. Fees are assessed against the average daily net assets of the portfolios of Maxim Series Fund, Inc. to compensate MCM for investment advisory services.

4. FINANCIAL HIGHLIGHTS

For each Investment Division, the accumulation units outstanding, net assets, expense ratio (excluding expenses of the underlying funds), total return and accumulation unit fair values for each year or period ended December 31 are included on the following pages.

The Expense Ratios represent the annualized contract expenses of the respective Investment Divisions 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 returns do not include any expenses assessed through the redemption of units. Investment Divisions with a date notation indicate the effective date that the investment option was available in the Series Account. The total returns are calculated for each period indicated or from the effective date through the end of the reporting period and are not annualized for periods less than one year. As the total returns for the Investment Divisions of the Series Account are 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.

The Investment Income Ratio represents the dividends, excluding prospectus, and are reported as distributions of capital gains, received by the Investment Division from the underlying mutual fund divided by average net assets during the period. It is not annualized for periods less than one 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. The Investment Income Ratios for each of the Investment Divisions are disclosed on the Statement of Operations.

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31										For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
				(a)			(b)										(a)				(b)
ALGER SMALL CAP GROWTH PORTFOLIO
(Effective date 05/12/2009)
2011		3		$	15.80	to	$	15.87	$	43		0.25	%	to	0.40	%		(3.54)	%	to		(3.41)	%
2010		0	*	$	16.38	to	$	16.43	$	8		0.25	%	to	0.40	%		24.75	%	to		25.04	%
AMERICAN CENTURY VP INCOME & GROWTH FUND
2011		2		$	11.00	to	$	11.00	$	24		0.25	%	to	0.25	%		2.90	%	to		2.90	%
2010		3		$	11.34	to	$	10.69	$	27		0.25	%	to	0.40	%		13.63	%	to		13.84	%
2009		3		$	9.98	to	$	9.39	$	28		0.25	%	to	0.40	%		17.69	%	to		17.82	%
2008		4		$	8.48	to	$	7.97	$	31		0.25	%	to	0.40	%		(34.87)	%	to		(34.78)	%
2007		5		$	13.02	to	$	12.22	$	59		0.25	%	to	0.40	%		(0.46)	%	to		(0.33)	%
AMERICAN CENTURY VP INTERNATIONAL FUND
2011		35		$	12.40	to	$	12.40	$	432		0.25	%	to	0.25	%		(12.24)	%	to		(12.24)	%
2010		30		$	13.17	to	$	14.13	$	422		0.25	%	to	0.40	%		12.85	%	to		12.95	%
2009		27		$	11.67	to	$	12.51	$	343		0.25	%	to	0.40	%		33.22	%	to		33.51	%
2008		30		$	8.76	to	$	9.37	$	284		0.25	%	to	0.40	%		(45.04)	%	to		(44.98)	%
2007		20		$	15.94	to	$	17.03	$	321		0.25	%	to	0.40	%		17.55	%	to		17.77	%
AMERICAN CENTURY VP VALUE FUND
2011		37		$	19.21	to	$	11.79	$	452		0.25	%	to	0.40	%		0.58	%	to		0.77	%
2010		38		$	19.10	to	$	11.70	$	455		0.25	%	to	0.40	%		13.02	%	to		13.15	%
2009		37		$	16.90	to	$	10.34	$	388		0.25	%	to	0.40	%		19.35	%	to		19.54	%
2008		127		$	14.16	to	$	8.65	$	1,100		0.25	%	to	0.40	%		(27.09)	%	to		(26.94)	%
2007		113		$	19.42	to	$	11.84	$	1,460		0.25	%	to	0.40	%		(5.50)	%	to		(5.36)	%
AMERICAN CENTURY VP VISTA FUND
(Effective date 05/02/2005)
2011		7		$	12.21	to	$	12.21	$	82		0.40	%	to	0.40	%		(8.26)	%	to		(8.26)	%
2010		73		$	13.31	to	$	13.42	$	976		0.25	%	to	0.40	%		23.35	%	to		23.57	%
2009		74		$	10.79	to	$	10.86	$	800		0.25	%	to	0.40	%		22.06	%	to		22.16	%
2008		68		$	8.84	to	$	8.89	$	607		0.25	%	to	0.40	%		(11.60)	%	to		(11.10)	%
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
(Effective date 05/05/2008)
2011		8		$	7.92	to	$	13.34	$	67		0.25	%	to	0.40	%		(19.43)	%	to		(19.35)	%
2010		3		$	9.83	to	$	16.54	$	29		0.25	%	to	0.40	%		21.96	%	to		22.07	%
2009		1		$	8.06	to	$	13.55	$	8		0.25	%	to	0.40	%		60.56	%	to		35.50	%
AMERICAN FUNDS IS GROWTH FUND
(Effective date 05/05/2008)
2011		125		$	9.09	to	$	14.74	$	1,747		0.25	%	to	0.40	%		(4.62)	%	to		(4.47)	%
2010		73		$	9.53	to	$	15.43	$	967		0.25	%	to	0.40	%		18.24	%	to		18.33	%
2009		75		$	8.06	to	$	13.04	$	835		0.25	%	to	0.40	%		38.73	%	to		30.40	%
2008		1		$	5.81	to	$	5.81	$	3		0.40	%	to	0.40	%		(41.90)	%	to		(41.90)	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31											For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)			Expense Ratio lowest to highest						Total Return
				(a)			(b)											(a)				(b)
AMERICAN FUNDS IS INTERNATIONAL FUND
(Effective date 05/05/2008)
2011		18		$	7.80	to	$	11.90	$	146			0.25	%	to	0.40	%		(14.38)	%	to		(14.20)	%
2010		20		$	9.11	to	$	13.87	$	182			0.25	%	to	0.40	%		6.80	%	to		6.94	%
2009		18		$	8.53	to	$	12.97	$	158			0.25	%	to	0.40	%		42.64	%	to		29.70	%
2008		0	*	$	5.98	to	$	5.98	$	2			0.40	%	to	0.40	%		(40.20)	%	to		(40.20)	%
AMERICAN FUNDS IS NEW WORLD FUND
(Effective date 04/24/2009)
2011		3		$	14.16	to	$	14.21	$	41			0.25	%	to	0.40	%		(14.29)	%	to		(14.19)	%
2010		13		$	16.52	to	$	16.56	$	216			0.25	%	to	0.40	%		17.41	%	to		17.61	%
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
(Effective date 05/12/2009)
2011		0	*	$	14.79	to	$	14.85	$	6			0.25	%	to	0.40	%		(6.33)	%	to		(6.19)	%
2010		1		$	15.79	to	$	15.83	$	23			0.25	%	to	0.40	%		26.22	%	to		26.44	%
DAVIS FINANCIAL PORTFOLIO
(Effective date 05/02/2005)
2011		5		$	9.67	to	$	9.67	$	44			0.25	%	to	0.25	%		(8.25)	%	to		(8.25)	%
2010		7		$	10.45	to	$	10.54	$	69			0.25	%	to	0.40	%		10.70	%	to		10.83	%
2009		2		$	9.44	to	$	9.51	$	22			0.25	%	to	0.40	%		40.69	%	to		40.89	%
2008		1		$	6.71	to	$	6.75	$	8			0.25	%	to	0.40	%		(46.62)	%	to		(46.51)	%
2007		3		$	12.57	to	$	12.62	$	34			0.25	%	to	0.40	%		(6.40)	%	to		(6.24)	%
DAVIS VALUE PORTFOLIO
(Effective date 05/02/2005)
2011		15		$	11.01	to	$	11.12	$	171			0.25	%	to	0.40	%		(4.59)	%	to		(4.47)	%
2010		19		$	11.54	to	$	11.64	$	219			0.25	%	to	0.40	%		12.37	%	to		12.46	%
2009		14		$	10.27	to	$	10.35	$	143			0.25	%	to	0.40	%		30.66	%	to		30.85	%
2008		4		$	7.86	to	$	7.91	$	35			0.25	%	to	0.40	%		(40.59)	%	to		(40.48)	%
2007		1		$	13.23	to	$	13.29	$	15			0.25	%	to	0.40	%		4.92	%	to		5.14	%
DREYFUS IP MIDCAP STOCK PORTFOLIO
2011		6		$	12.22	to	$	12.22	$	73			0.25	%	to	0.25	%		0.16	%	to		0.16	%
2010		4		$	13.67	to	$	12.20	$	53			0.25	%	to	0.40	%		36.70	%	to		26.69	%
2009		7		$	10.00	to	$	9.63	$	66			0.25	%	to	0.40	%		25.00	%	to		35.25	%
2008		0	*	$	8.00	to	$	7.12	$	0	*		0.25	%	to	0.40	%		(40.65)	%	to		(40.57)	%
2007		1		$	13.48	to	$	11.98	$	9			0.25	%	to	0.40	%		1.13	%	to		1.27	%
DREYFUS IP TECHNOLOGY GROWTH PORTFOLIO
(Effective date 05/02/2005)
2011		6		$	15.12	to	$	15.12	$	89			0.25	%	to	0.25	%		(7.97)	%	to		(7.97)	%
2010		27		$	16.29	to	$	16.43	$	433			0.25	%	to	0.40	%		29.39	%	to		29.57	%
2009		8		$	12.59	to	$	12.68	$	106			0.25	%	to	0.40	%		56.98	%	to		57.32	%
2008		10		$	8.02	to	$	8.06	$	79			0.25	%	to	0.40	%		(41.37)	%	to		(41.34)	%
2007		3		$	13.68	to	$	13.74	$	41			0.25	%	to	0.40	%		14.19	%	to		14.40	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31										For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
				(a)			(b)										(a)				(b)
DREYFUS STOCK INDEX FUND
2011		370		$	11.35	to	$	11.69	$	4,295		0.25	%	to	0.40	%		1.43	%	to		1.65	%
2010		459		$	11.19	to	$	11.50	$	5,261		0.25	%	to	0.40	%		14.42	%	to		14.54	%
2009		523		$	9.78	to	$	10.04	$	5,223		0.25	%	to	0.40	%		25.87	%	to		25.97	%
2008		844		$	7.77	to	$	7.97	$	6,698		0.25	%	to	0.40	%		(37.39)	%	to		(37.29)	%
2007		866		$	12.41	to	$	12.71	$	10,858		0.25	%	to	0.40	%		4.81	%	to		5.04	%
DREYFUS VIF APPRECIATION PORTFOLIO
2011		42		$	13.98	to	$	13.98	$	586		0.25	%	to	0.25	%		8.79	%	to		8.79	%
2010		45		$	13.04	to	$	12.85	$	580		0.25	%	to	0.40	%		14.89	%	to		15.04	%
2009		45		$	11.35	to	$	11.17	$	506		0.25	%	to	0.40	%		22.04	%	to		22.21	%
2008		44		$	9.30	to	$	9.14	$	399		0.25	%	to	0.40	%		(29.81)	%	to		(29.69)	%
2007		35		$	13.25	to	$	13.00	$	463		0.25	%	to	0.40	%		6.68	%	to		6.82	%
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO
2011		8		$	11.14	to	$	11.25	$	88		0.25	%	to	0.40	%		(14.96)	%	to		(14.90)	%
2010		6		$	13.10	to	$	13.22	$	81		0.25	%	to	0.40	%		9.53	%	to		9.80	%
2009		11		$	11.96	to	$	12.04	$	137		0.25	%	to	0.40	%		24.84	%	to		24.90	%
2008		38		$	9.58	to	$	9.64	$	370		0.25	%	to	0.40	%		(42.46)	%	to		(42.34)	%
2007		52		$	16.65	to	$	16.72	$	869		0.25	%	to	0.40	%		16.60	%	to		16.84	%
DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
(Effective date 05/01/2006)
2011		109		$	10.72	to	$	10.81	$	1,179		0.25	%	to	0.40	%		(6.38)	%	to		(6.33)	%
2010		84		$	11.45	to	$	11.54	$	966		0.25	%	to	0.40	%		22.59	%	to		22.77	%
2009		83		$	9.34	to	$	9.40	$	779		0.25	%	to	0.40	%		29.18	%	to		29.48	%
2008		68		$	7.23	to	$	7.26	$	494		0.25	%	to	0.40	%		(27.70)	%	to		(27.40)	%
DWS GLOBAL SMALL CAP GROWTH VIP PORTFOLIO
(Effective date 05/02/2005)
2011		16		$	13.13	to	$	13.26	$	216		0.25	%	to	0.40	%		(10.25)	%	to		(10.16)	%
2010		35		$	14.63	to	$	14.76	$	514		0.25	%	to	0.40	%		26.12	%	to		26.37	%
2009		45		$	11.60	to	$	11.68	$	523		0.25	%	to	0.40	%		47.58	%	to		47.85	%
2008		51		$	7.86	to	$	7.90	$	400		0.25	%	to	0.40	%		(50.16)	%	to		(50.09)	%
2007		23		$	15.77	to	$	15.83	$	370		0.25	%	to	0.40	%		8.91	%	to		9.02	%
DWS HIGH INCOME VIP PORTFOLIO
(Effective date 04/25/2007)
2011		0	*	$	12.04	to	$	12.04	$	5		0.40	%	to	0.40	%		3.53	%	to		3.53	%
2010		5		$	11.63	to	$	11.70	$	53		0.25	%	to	0.40	%		13.57	%	to		13.70	%
2009		0	*	$	10.24	to	$	10.29	$	5		0.25	%	to	0.40	%		39.32	%	to		39.62	%
DWS LARGE CAP VALUE VIP PORTFOLIO
(Effective date 05/02/2005)
2011		47		$	9.41	to	$	9.50	$	447		0.25	%	to	0.40	%		0.00	%	to		0.11	%
2010		56		$	9.41	to	$	9.49	$	530		0.25	%	to	0.40	%		12.02	%	to		12.17	%
2009		43		$	8.40	to	$	8.46	$	365		0.25	%	to	0.40	%		24.81	%	to		24.96	%
2008		51		$	6.73	to	$	6.77	$	344		0.25	%	to	0.40	%		(46.20)	%	to		(46.10)	%
2007		24		$	12.51	to	$	12.56	$	299		0.25	%	to	0.40	%		(2.27)	%	to		(2.10)	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
DWS SMALL CAP INDEX VIP PORTFOLIO
(Effective date 04/25/2007)
2011		22	$	9.17	to	$	9.23	$	201		0.25	%	to	0.40	%		(4.78)	%	to		(4.75)	%
2010		12	$	9.63	to	$	9.69	$	114		0.25	%	to	0.40	%		25.88	%	to		26.17	%
2009		9	$	7.65	to	$	7.68	$	66		0.25	%	to	0.40	%		26.03	%	to		26.32	%
2008		4	$	6.07	to	$	6.08	$	23		0.25	%	to	0.40	%		(39.30)	%	to		(39.20)	%
FEDERATED HIGH INCOME BOND FUND II
2011		3	$	15.80	to	$	15.80	$	41		0.25	%	to	0.25	%		4.91	%	to		4.91	%
2010		3	$	18.87	to	$	15.06	$	45		0.25	%	to	0.40	%		14.29	%	to		14.44	%
2009		3	$	16.51	to	$	13.16	$	39		0.25	%	to	0.40	%		52.17	%	to		52.49	%
2008		11	$	10.85	to	$	8.63	$	105		0.25	%	to	0.40	%		(26.29)	%	to		(26.18)	%
2007		9	$	14.72	to	$	11.69	$	118		0.25	%	to	0.40	%		3.01	%	to		3.18	%
FEDERATED KAUFMANN FUND II
(Effective date 03/08/2010)
2011		3	$	10.01	to	$	10.01	$	31		0.25	%	to	0.25	%		(13.48)	%	to		(13.48)	%
2010		3	$	11.56	to	$	11.57	$	40		0.25	%	to	0.40	%		15.60	%	to		15.70	%
FIDELITY VIP CONTRAFUND PORTFOLIO
2011		113	$	16.61	to	$	13.35	$	1,733		0.25	%	to	0.40	%		(3.15)	%	to		(2.98)	%
2010		130	$	17.15	to	$	13.76	$	2,143		0.25	%	to	0.40	%		16.43	%	to		16.61	%
2009		167	$	14.73	to	$	11.80	$	2,370		0.25	%	to	0.40	%		34.89	%	to		35.17	%
2008		231	$	10.92	to	$	8.73	$	2,412		0.25	%	to	0.40	%		(42.92)	%	to		(42.87)	%
2007		337	$	19.13	to	$	15.28	$	6,412		0.25	%	to	0.40	%		16.86	%	to		17.00	%
FIDELITY VIP GROWTH PORTFOLIO
2011		89	$	11.80	to	$	11.80	$	1,044		0.25	%	to	0.25	%		(0.25)	%	to		(0.25)	%
2010		80	$	8.94	to	$	11.83	$	951		0.25	%	to	0.40	%		23.31	%	to		23.62	%
2009		65	$	7.25	to	$	9.57	$	621		0.25	%	to	0.40	%		27.42	%	to		27.60	%
2008		96	$	5.69	to	$	7.50	$	685		0.25	%	to	0.40	%		(47.51)	%	to		(47.44)	%
2007		117	$	10.84	to	$	14.27	$	1,588		0.25	%	to	0.40	%		26.19	%	to		26.40	%
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
2011		44	$	13.91	to	$	13.91	$	613		0.25	%	to	0.25	%		6.75	%	to		6.75	%
2010		51	$	16.56	to	$	13.03	$	666		0.25	%	to	0.40	%		6.77	%	to		7.24	%
2009		46	$	15.51	to	$	12.15	$	562		0.25	%	to	0.40	%		15.32	%	to		15.17	%
2008		232	$	13.45	to	$	10.55	$	2,485		0.25	%	to	0.40	%		(3.79)	%	to		(3.65)	%
2007		201	$	13.98	to	$	10.95	$	2,373		0.25	%	to	0.40	%		3.63	%	to		3.79	%
FIDELITY VIP MID CAP PORTFOLIO
2011		197	$	17.59	to	$	14.73	$	3,104		0.25	%	to	0.40	%		(11.21)	%	to		(11.05)	%
2010		220	$	19.81	to	$	16.56	$	3,969		0.25	%	to	0.40	%		28.05	%	to		28.27	%
2009		220	$	15.47	to	$	12.91	$	3,083		0.25	%	to	0.40	%		39.12	%	to		39.42	%
2008		246	$	11.12	to	$	9.26	$	2,400		0.25	%	to	0.40	%		(39.83)	%	to		(39.79)	%
2007		191	$	18.48	to	$	15.38	$	3,320		0.25	%	to	0.40	%		14.85	%	to		15.12	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31											For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)			Expense Ratio lowest to highest						Total Return
				(a)			(b)											(a)				(b)
INVESCO V.I. CORE EQUITY FUND
2011		52		$	12.63	to	$	12.63	$	654			0.25	%	to	0.25	%		(0.32)	%	to		(0.32)	%
2010		130		$	13.01	to	$	12.67	$	1,642			0.25	%	to	0.40	%		9.42	%	to		9.32	%
2009		124		$	11.89	to	$	11.59	$	1,437			0.25	%	to	0.40	%		27.44	%	to		27.92	%
2008		124		$	9.33	to	$	9.06	$	1,127			0.25	%	to	0.40	%		(30.37)	%	to		(30.31)	%
2007		144		$	13.40	to	$	13.00	$	1,886			0.25	%	to	0.40	%		7.63	%	to		7.79	%
INVESCO V.I. DIVIDEND GROWTH FUND
(Effective date 06/15/2007)
2011		1		$	5.31	to	$	5.31	$	6			0.25	%	to	0.25	%		(2.39)	%	to		(2.39)	%
2010		1		$	6.09	to	$	5.44	$	7			0.25	%	to	0.40	%		9.93	%	to		10.12	%
2009		1		$	5.54	to	$	4.94	$	7			0.25	%	to	0.40	%		26.77	%	to		26.99	%
2008		0	*	$	4.37	to	$	3.89	$	0	*		0.25	%	to	0.40	%		(59.57)	%	to		(59.52)	%
2007		1		$	10.81	to	$	9.61	$	7			0.25	%	to	0.40	%		(22.51)	%	to		(22.44)	%
INVESCO V.I. GLOBAL HEALTH CARE FUND
2011		13		$	12.75	to	$	12.75	$	160			0.25	%	to	0.25	%		3.66	%	to		3.66	%
2010		16		$	13.15	to	$	12.30	$	201			0.25	%	to	0.40	%		4.86	%	to		5.04	%
2009		12		$	12.54	to	$	11.71	$	153			0.25	%	to	0.40	%		27.18	%	to		27.28	%
2008		13		$	9.86	to	$	9.20	$	131			0.25	%	to	0.40	%		(28.91)	%	to		(28.74)	%
2007		16		$	13.87	to	$	12.91	$	226			0.25	%	to	0.40	%		11.41	%	to		11.58	%
INVESCO V.I. GLOBAL REAL ESTATE FUND
(Effective date 04/25/2007)
2011		8		$	6.88	to	$	6.93	$	58			0.25	%	to	0.40	%		(6.90)	%	to		(6.73)	%
2010		12		$	7.39	to	$	7.43	$	90			0.25	%	to	0.40	%		16.93	%	to		17.19	%
2009		5		$	6.32	to	$	6.34	$	29			0.25	%	to	0.40	%		31.12	%	to		31.26	%
2008		2		$	4.82	to	$	4.83	$	9			0.25	%	to	0.40	%		(51.80)	%	to		(51.70)	%
INVESCO V.I. INTERNATIONAL GROWTH FUND
(Effective date 05/01/2006)
2011		68		$	10.62	to	$	10.71	$	726			0.25	%	to	0.40	%		(7.17)	%	to		(7.03)	%
2010		80		$	11.44	to	$	11.52	$	916			0.25	%	to	0.40	%		12.49	%	to		12.61	%
2009		103		$	10.17	to	$	10.23	$	1,053			0.25	%	to	0.40	%		34.70	%	to		34.96	%
2008		97		$	7.55	to	$	7.58	$	736			0.25	%	to	0.40	%		(40.64)	%	to		(40.55)	%
2007		80		$	12.72	to	$	12.75	$	1,025			0.25	%	to	0.40	%		14.29	%	to		14.45	%
INVESCO V.I. MID CAP CORE EQUITY FUND
(Effective date 04/24/2009)
2011		14		$	13.46	to	$	13.52	$	184			0.25	%	to	0.40	%		(6.79)	%	to		(6.63)	%
2010		1		$	14.44	to	$	14.48	$	11			0.25	%	to	0.40	%		13.70	%	to		13.84	%
INVESCO V.I. TECHNOLOGY FUND
2011		5		$	12.19	to	$	12.19	$	64			0.25	%	to	0.25	%		(5.36)	%	to		(5.36)	%
2010		5		$	11.35	to	$	12.88	$	59			0.25	%	to	0.40	%		20.74	%	to		21.05	%
2009		3		$	9.40	to	$	10.64	$	35			0.25	%	to	0.40	%		56.93	%	to		56.93	%
2008		3		$	5.99	to	$	6.78	$	17			0.25	%	to	0.40	%		(44.74)	%	to		(44.61)	%
2007		7		$	10.84	to	$	12.24	$	85			0.25	%	to	0.40	%		7.22	%	to		7.37	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
JANUS ASPEN BALANCED PORTFOLIO
2011		22	$	18.54	to	$	15.23	$	350		0.25	%	to	0.40	%		1.26	%	to		1.40	%
2010		28	$	18.31	to	$	15.02	$	431		0.25	%	to	0.40	%		7.96	%	to		8.14	%
2009		40	$	16.96	to	$	13.89	$	587		0.25	%	to	0.40	%		25.35	%	to		25.59	%
2008		60	$	13.53	to	$	11.06	$	734		0.25	%	to	0.40	%		(16.17)	%	to		(16.08)	%
2007		64	$	16.14	to	$	13.18	$	915		0.25	%	to	0.40	%		10.10	%	to		10.29	%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
2011		311	$	21.50	to	$	15.46	$	5,561		0.25	%	to	0.40	%		6.33	%	to		6.47	%
2010		310	$	20.22	to	$	14.52	$	5,173		0.25	%	to	0.40	%		7.55	%	to		7.72	%
2009		289	$	18.80	to	$	13.48	$	4,390		0.25	%	to	0.40	%		12.78	%	to		12.90	%
2008		423	$	16.67	to	$	11.94	$	5,351		0.25	%	to	0.40	%		5.57	%	to		5.76	%
2007		423	$	15.79	to	$	11.29	$	5,132		0.25	%	to	0.40	%		6.62	%	to		6.81	%
JANUS ASPEN FORTY PORTFOLIO
2011		119	$	16.22	to	$	13.70	$	1,777		0.25	%	to	0.40	%		(7.05)	%	to		(6.93)	%
2010		283	$	17.45	to	$	14.72	$	4,439		0.25	%	to	0.40	%		6.27	%	to		6.51	%
2009		274	$	16.42	to	$	13.82	$	4,012		0.25	%	to	0.40	%		45.83	%	to		45.93	%
2008		299	$	11.26	to	$	9.47	$	3,006		0.25	%	to	0.40	%		(44.40)	%	to		(44.26)	%
2007		156	$	20.25	to	$	16.99	$	2,868		0.25	%	to	0.40	%		36.46	%	to		36.58	%
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO
(Effective date 05/05/2008)
2011		6	$	10.59	to	$	14.93	$	73		0.25	%	to	0.40	%		(9.02)	%	to		(8.91)	%
2010		6	$	11.64	to	$	16.39	$	71		0.25	%	to	0.40	%		24.36	%	to		24.54	%
2009		3	$	9.36	to	$	13.16	$	29		0.25	%	to	0.40	%		56.52	%	to		31.60	%
JANUS ASPEN OVERSEAS PORTFOLIO
(Effective date 05/01/2006)
2011		260	$	10.68	to	$	10.77	$	2,800		0.25	%	to	0.40	%		(32.41)	%	to		(32.35)	%
2010		288	$	15.80	to	$	15.92	$	4,575		0.25	%	to	0.40	%		24.80	%	to		25.06	%
2009		216	$	12.66	to	$	12.73	$	2,741		0.25	%	to	0.40	%		78.81	%	to		79.04	%
2008		218	$	7.08	to	$	7.11	$	1,546		0.25	%	to	0.40	%		(52.32)	%	to		(52.22)	%
2007		64	$	14.85	to	$	14.88	$	944		0.25	%	to	0.40	%		27.80	%	to		27.94	%
JANUS ASPEN WORLDWIDE PORTFOLIO
2011		39	$	10.43	to	$	10.43	$	406		0.25	%	to	0.25	%		(14.01)	%	to		(14.01)	%
2010		42	$	10.43	to	$	12.13	$	513		0.25	%	to	0.40	%		15.38	%	to		15.63	%
2009		34	$	9.04	to	$	10.49	$	353		0.25	%	to	0.40	%		37.18	%	to		37.30	%
2008		32	$	6.59	to	$	7.64	$	236		0.25	%	to	0.40	%		(44.90)	%	to		(44.80)	%
2007		173	$	11.96	to	$	13.84	$	2,389		0.25	%	to	0.40	%		9.12	%	to		9.32	%
MAXIM AGGRESSIVE PROFILE I PORTFOLIO
2011		70	$	14.39	to	$	11.81	$	889		0.25	%	to	0.40	%		(4.77)	%	to		(4.68)	%
2010		62	$	15.11	to	$	12.39	$	877		0.25	%	to	0.40	%		15.08	%	to		15.26	%
2009		48	$	13.13	to	$	10.75	$	619		0.25	%	to	0.40	%		32.49	%	to		32.72	%
2008		64	$	9.91	to	$	8.10	$	628		0.25	%	to	0.40	%		(40.30)	%	to		(40.22)	%
2007		58	$	16.60	to	$	13.55	$	946		0.25	%	to	0.40	%		6.68	%	to		6.86	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31										For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
				(a)			(b)										(a)				(b)
MAXIM ARIEL MID-CAP VALUE PORTFOLIO
2011		20		$	12.20	to	$	12.20	$	250		0.25	%	to	0.25	%		(7.08)	%	to		(7.08)	%
2010		21		$	23.82	to	$	13.13	$	281		0.25	%	to	0.40	%		19.04	%	to		19.26	%
2009		28		$	20.01	to	$	11.01	$	313		0.25	%	to	0.40	%		62.68	%	to		62.87	%
2008		60		$	12.30	to	$	6.76	$	491		0.25	%	to	0.40	%		(40.75)	%	to		(40.65)	%
2007		234		$	20.76	to	$	11.39	$	2,832		0.25	%	to	0.40	%		(1.61)	%	to		(1.47)	%
MAXIM ARIEL SMALL-CAP VALUE PORTFOLIO
2011		65		$	14.51	to	$	11.10	$	730		0.25	%	to	0.40	%		(11.69)	%	to		(11.55)	%
2010		71		$	16.43	to	$	12.55	$	902		0.25	%	to	0.40	%		28.86	%	to		28.98	%
2009		72		$	12.75	to	$	9.73	$	706		0.25	%	to	0.40	%		65.37	%	to		65.76	%
2008		98		$	7.71	to	$	5.87	$	589		0.25	%	to	0.40	%		(46.12)	%	to		(46.05)	%
2007		87		$	14.31	to	$	10.88	$	1,046		0.25	%	to	0.40	%		(2.85)	%	to		(2.68)	%
MAXIM CONSERVATIVE PROFILE I PORTFOLIO
2011		31		$	16.98	to	$	13.35	$	475		0.25	%	to	0.40	%		0.71	%	to		0.75	%
2010		27		$	16.86	to	$	13.25	$	405		0.25	%	to	0.40	%		8.29	%	to		8.52	%
2009		17		$	15.57	to	$	12.21	$	255		0.25	%	to	0.40	%		19.86	%	to		20.06	%
2008		12		$	12.99	to	$	10.17	$	149		0.25	%	to	0.40	%		(14.09)	%	to		(13.96)	%
2007		10		$	15.12	to	$	11.82	$	139		0.25	%	to	0.40	%		5.15	%	to		5.25	%
MAXIM INVESCO ADR PORTFOLIO
2011		48		$	10.47	to	$	10.47	$	505		0.25	%	to	0.25	%		(15.02)	%	to		(15.02)	%
2010		36		$	14.60	to	$	12.32	$	451		0.25	%	to	0.40	%		5.19	%	to		5.30	%
2009		34		$	13.88	to	$	11.70	$	428		0.25	%	to	0.40	%		30.08	%	to		30.29	%
2008		61		$	10.67	to	$	8.98	$	631		0.25	%	to	0.40	%		(40.42)	%	to		(40.33)	%
2007		74		$	17.91	to	$	15.05	$	1,244		0.25	%	to	0.40	%		6.99	%	to		7.19	%
MAXIM JANUS LARGE CAP GROWTH PORTFOLIO
(Effective date 04/24/2009)
2011		5		$	12.84	to	$	12.84	$	68		0.40	%	to	0.40	%		(9.83)	%	to		(9.83)	%
2010		4		$	14.24	to	$	14.28	$	51		0.25	%	to	0.40	%		8.12	%	to		8.35	%
MAXIM LIFETIME 2015 PORTFOLIO II T
(Effective date 09/29/2009)
2011		6		$	11.60	to	$	11.64	$	73		0.25	%	to	0.40	%		1.05	%	to		1.22	%
2010		6		$	11.48	to	$	11.50	$	73		0.25	%	to	0.40	%		11.13	%	to		11.33	%
2009		7		$	10.33	to	$	10.33	$	74		0.25	%	to	0.40	%		3.30	%	to		3.30	%
MAXIM LIFETIME 2025 PORTFOLIO II T
(Effective date 09/29/2009)
2011		4		$	11.56	to	$	11.56	$	49		0.40	%	to	0.40	%		(1.37)	%	to		(1.37)	%
2010		1		$	11.72	to	$	11.75	$	15		0.25	%	to	0.40	%		12.69	%	to		12.98	%
MAXIM LIFETIME 2045 PORTFOLIO II T
(Effective date 09/29/2009)
2011		0	*	$	11.45	to	$	11.45	$	2		0.40	%	to	0.40	%		(4.50)	%	to		(4.50)	%
2010		1		$	11.99	to	$	12.01	$	14		0.25	%	to	0.40	%		14.63	%	to		14.71	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
MAXIM LOOMIS SAYLES BOND PORTFOLIO
2011		137	$	26.92	to	$	15.73	$	2,571		0.25	%	to	0.40	%		3.98	%	to		4.17	%
2010		147	$	25.89	to	$	15.10	$	2,597		0.25	%	to	0.40	%		12.32	%	to		12.52	%
2009		113	$	23.05	to	$	13.42	$	1,784		0.25	%	to	0.40	%		37.94	%	to		38.07	%
2008		347	$	16.71	to	$	9.72	$	3,544		0.25	%	to	0.40	%		(22.06)	%	to		(21.93)	%
2007		272	$	21.44	to	$	12.45	$	3,756		0.25	%	to	0.40	%		7.63	%	to		7.79	%
MAXIM LOOMIS SAYLES SMALL-CAP VALUE PORTFOLIO
2011		62	$	15.55	to	$	13.43	$	827		0.25	%	to	0.40	%		(2.45)	%	to		(2.33)	%
2010		60	$	15.94	to	$	13.75	$	840		0.25	%	to	0.40	%		23.47	%	to		23.65	%
2009		72	$	12.91	to	$	11.12	$	826		0.25	%	to	0.40	%		27.44	%	to		27.52	%
2008		183	$	10.13	to	$	8.72	$	1,618		0.25	%	to	0.40	%		(32.91)	%	to		(32.77)	%
2007		133	$	15.10	to	$	12.97	$	1,795		0.25	%	to	0.40	%		2.79	%	to		2.94	%
MAXIM MFS INTERNATIONAL VALUE PORTFOLIO
(Effective date 04/25/2007)
2011		24	$	6.37	to	$	6.42	$	157		0.25	%	to	0.40	%		(2.30)	%	to		(2.13)	%
2010		4	$	6.52	to	$	6.56	$	27		0.25	%	to	0.40	%		8.67	%	to		8.97	%
2009		2	$	6.00	to	$	6.02	$	9		0.25	%	to	0.40	%		31.29	%	to		31.44	%
2008		2	$	4.57	to	$	4.58	$	9		0.25	%	to	0.40	%		(53.93)	%	to		(53.88)	%
2007		1	$	9.92	to	$	9.93	$	13		0.25	%	to	0.40	%		(0.80)	%	to		(0.70)	%
MAXIM MODERATE PROFILE I PORTFOLIO
2011		46	$	16.57	to	$	13.28	$	663		0.25	%	to	0.40	%		(1.66)	%	to		(1.48)	%
2010		48	$	16.85	to	$	13.48	$	799		0.25	%	to	0.40	%		11.07	%	to		11.22	%
2009		36	$	15.17	to	$	12.12	$	542		0.25	%	to	0.40	%		23.94	%	to		24.18	%
2008		36	$	12.24	to	$	9.76	$	442		0.25	%	to	0.40	%		(23.60)	%	to		(23.51)	%
2007		27	$	16.02	to	$	12.76	$	420		0.25	%	to	0.40	%		6.73	%	to		6.87	%
MAXIM MODERATELY AGGRESSIVE PROFILE I PORTFOLIO
2011		50	$	15.91	to	$	12.95	$	672		0.25	%	to	0.40	%		(2.57)	%	to		(2.41)	%
2010		37	$	16.33	to	$	13.27	$	575		0.25	%	to	0.40	%		12.70	%	to		12.84	%
2009		33	$	14.49	to	$	11.76	$	447		0.25	%	to	0.40	%		28.12	%	to		28.24	%
2008		61	$	11.31	to	$	9.17	$	688		0.25	%	to	0.40	%		(30.53)	%	to		(30.42)	%
2007		47	$	16.28	to	$	13.18	$	770		0.25	%	to	0.40	%		6.82	%	to		6.98	%
MAXIM MODERATELY CONSERVATIVE PROFILE I PORTFOLIO
2011		57	$	16.50	to	$	13.48	$	795		0.25	%	to	0.40	%		(0.48)	%	to		(0.37)	%
2010		43	$	16.58	to	$	13.53	$	675		0.25	%	to	0.40	%		9.58	%	to		9.82	%
2009		25	$	15.13	to	$	12.32	$	371		0.25	%	to	0.40	%		21.62	%	to		21.74	%
2008		10	$	12.44	to	$	10.12	$	121		0.25	%	to	0.40	%		(18.48)	%	to		(18.32)	%
2007		3	$	15.26	to	$	12.39	$	52		0.25	%	to	0.40	%		6.05	%	to		6.17	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
MAXIM MONEY MARKET PORTFOLIO
2011		793	$	12.56	to	$	11.27	$	9,287		0.25	%	to	0.40	%		(0.40)	%	to		(0.27)	%
2010		678	$	12.61	to	$	11.30	$	8,012		0.25	%	to	0.40	%		(0.39)	%	to		(0.26)	%
2009		633	$	12.66	to	$	11.33	$	7,534		0.25	%	to	0.40	%		(0.39)	%	to		(0.18)	%
2008		965	$	12.71	to	$	11.35	$	11,318		0.25	%	to	0.40	%		1.44	%	to		1.61	%
2007		934	$	12.53	to	$	11.17	$	11,306		0.25	%	to	0.40	%		4.33	%	to		4.49	%
MAXIM SHORT DURATION BOND PORTFOLIO
(Effective date 04/25/2007)
2011		503	$	12.31	to	$	12.40	$	6,226		0.25	%	to	0.40	%		2.50	%	to		2.65	%
2010		205	$	12.01	to	$	12.08	$	2,468		0.25	%	to	0.40	%		6.76	%	to		6.90	%
2009		190	$	11.25	to	$	11.30	$	2,139		0.25	%	to	0.40	%		9.54	%	to		9.82	%
2008		39	$	10.27	to	$	10.29	$	403		0.25	%	to	0.40	%		(0.10)	%	to		0.00	%
2007		20	$	10.28	to	$	10.29	$	206		0.25	%	to	0.40	%		2.80	%	to		2.90	%
MAXIM SMALL-CAP GROWTH PORTFOLIO
2011		5	$	11.47	to	$	11.47	$	62		0.25	%	to	0.25	%		(0.78)	%	to		(0.78)	%
2010		109	$	10.91	to	$	11.56	$	1,256		0.25	%	to	0.40	%		23.28	%	to		23.37	%
2009		118	$	8.85	to	$	9.37	$	1,101		0.25	%	to	0.40	%		31.50	%	to		31.79	%
2008		133	$	6.73	to	$	7.11	$	939		0.25	%	to	0.40	%		(41.48)	%	to		(41.43)	%
2007		131	$	11.50	to	$	12.14	$	1,579		0.25	%	to	0.40	%		11.76	%	to		11.99	%
MAXIM T. ROWE PRICE EQUITY/INCOME PORTFOLIO
2011		61	$	13.52	to	$	11.53	$	710		0.25	%	to	0.40	%		(1.24)	%	to		(1.11)	%
2010		49	$	13.69	to	$	11.66	$	595		0.25	%	to	0.40	%		14.56	%	to		14.76	%
2009		40	$	11.95	to	$	10.16	$	432		0.25	%	to	0.40	%		24.74	%	to		24.97	%
2008		74	$	9.58	to	$	8.13	$	657		0.25	%	to	0.40	%		(36.43)	%	to		(36.38)	%
2007		93	$	15.07	to	$	12.78	$	1,282		0.25	%	to	0.40	%		2.80	%	to		2.98	%
MAXIM T. ROWE PRICE MID CAP GROWTH PORTFOLIO
2011		146	$	16.97	to	$	15.34	$	2,270		0.25	%	to	0.40	%		(2.13)	%	to		(1.92)	%
2010		17	$	17.34	to	$	15.64	$	290		0.25	%	to	0.40	%		27.03	%	to		27.26	%
2009		15	$	13.65	to	$	12.29	$	200		0.25	%	to	0.40	%		44.29	%	to		44.42	%
2008		34	$	9.46	to	$	8.51	$	311		0.25	%	to	0.40	%		(40.58)	%	to		(40.49)	%
2007		28	$	15.92	to	$	14.30	$	446		0.25	%	to	0.40	%		16.37	%	to		16.54	%
MAXIM TEMPLETON GLOBAL BOND PORTFOLIO
(Effective date 05/05/2008)
2011		14	$	12.07	to	$	12.38	$	173		0.25	%	to	0.40	%		(2.03)	%	to		(1.90)	%
2010		8	$	11.16	to	$	11.41	$	88		0.25	%	to	0.40	%		14.34	%	to		14.10	%
MAXIM U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
2011		244	$	18.96	to	$	14.07	$	3,434		0.25	%	to	0.40	%		5.27	%	to		5.47	%
2010		250	$	18.01	to	$	13.34	$	3,391		0.25	%	to	0.40	%		5.14	%	to		5.29	%
2009		239	$	17.13	to	$	12.67	$	3,140		0.25	%	to	0.40	%		5.61	%	to		5.76	%
2008		253	$	16.22	to	$	11.98	$	3,111		0.25	%	to	0.40	%		6.01	%	to		6.21	%
2007		224	$	15.30	to	$	11.28	$	2,666		0.25	%	to	0.40	%		6.10	%	to		6.21	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO
2011		129	$	12.33	to	$	12.33	$	1,589		0.25	%	to	0.25	%		(3.14)	%	to		(3.14)	%
2010		168	$	15.92	to	$	12.73	$	2,136		0.25	%	to	0.40	%		18.54	%	to		18.64	%
2009		177	$	13.43	to	$	10.73	$	1,900		0.25	%	to	0.40	%		29.13	%	to		29.43	%
2008		186	$	10.40	to	$	8.29	$	1,542		0.25	%	to	0.40	%		(37.50)	%	to		(37.39)	%
2007		184	$	16.64	to	$	13.24	$	2,437		0.25	%	to	0.40	%		6.94	%	to		7.12	%
NEUBERGER BERMAN AMT MID-CAP GROWTH PORTFOLIO
2011		19	$	15.40	to	$	15.40	$	293		0.25	%	to	0.25	%		0.26	%	to		0.26	%
2010		20	$	16.04	to	$	15.36	$	306		0.25	%	to	0.40	%		28.53	%	to		28.75	%
2009		15	$	12.48	to	$	11.93	$	179		0.25	%	to	0.40	%		31.09	%	to		31.24	%
2008		45	$	9.52	to	$	9.09	$	424		0.25	%	to	0.40	%		(43.60)	%	to		(43.51)	%
2007		41	$	16.88	to	$	16.09	$	675		0.25	%	to	0.40	%		22.05	%	to		22.26	%
NEUBERGER BERMAN AMT PARTNERS PORTFOLIO
2011		121	$	10.87	to	$	10.87	$	1,318		0.25	%	to	0.25	%		(11.55)	%	to		(11.55)	%
2010		124	$	15.53	to	$	12.29	$	1,528		0.25	%	to	0.40	%		16.07	%	to		15.40	%
2009		154	$	13.38	to	$	10.65	$	1,637		0.25	%	to	0.40	%		54.33	%	to		55.70	%
2008		18	$	8.67	to	$	6.84	$	124		0.25	%	to	0.40	%		(52.60)	%	to		(52.53)	%
2007		54	$	18.29	to	$	14.41	$	783		0.25	%	to	0.40	%		8.87	%	to		9.08	%
NEUBERGER BERMAN AMT REGENCY PORTFOLIO
(Effective date 05/01/2006)
2011		78	$	9.72	to	$	9.80	$	761		0.25	%	to	0.40	%		(6.90)	%	to		(6.76)	%
2010		84	$	10.44	to	$	10.51	$	883		0.25	%	to	0.40	%		25.63	%	to		25.87	%
2009		85	$	8.31	to	$	8.35	$	712		0.25	%	to	0.40	%		46.05	%	to		46.23	%
2008		84	$	5.69	to	$	5.71	$	481		0.25	%	to	0.40	%		(46.02)	%	to		(45.98)	%
2007		15	$	10.54	to	$	10.57	$	159		0.25	%	to	0.40	%		2.83	%	to		3.02	%
NEUBERGER BERMAN AMT SMALL CAP GROWTH PORTFOLIO
2011		5	$	9.52	to	$	9.52	$	45		0.25	%	to	0.25	%		(1.35)	%	to		(1.35)	%
2010		19	$	10.36	to	$	9.65	$	199		0.25	%	to	0.40	%		19.08	%	to		19.28	%
2009		31	$	8.70	to	$	8.09	$	270		0.25	%	to	0.40	%		22.36	%	to		22.58	%
2008		33	$	7.11	to	$	6.60	$	231		0.25	%	to	0.40	%		(39.75)	%	to		(39.67)	%
2007		20	$	11.80	to	$	10.94	$	233		0.25	%	to	0.40	%		0.08	%	to		0.27	%
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
2011		2	$	12.32	to	$	12.32	$	29		0.25	%	to	0.25	%		(3.30)	%	to		(3.30)	%
2010		2	$	16.73	to	$	12.74	$	27		0.25	%	to	0.40	%		22.30	%	to		22.50	%
2009		3	$	13.68	to	$	10.40	$	29		0.25	%	to	0.40	%		30.91	%	to		31.15	%
2008		3	$	10.45	to	$	7.93	$	28		0.25	%	to	0.40	%		(39.67)	%	to		(39.60)	%
2007		4	$	17.32	to	$	13.13	$	59		0.25	%	to	0.40	%		7.18	%	to		7.36	%
PIMCO VIT HIGH YIELD PORTFOLIO
2011		13	$	15.83	to	$	14.70	$	206		0.25	%	to	0.40	%		2.93	%	to		3.09	%
2010		14	$	15.38	to	$	14.26	$	211		0.25	%	to	0.40	%		14.01	%	to		14.17	%
2009		7	$	13.49	to	$	12.49	$	90		0.25	%	to	0.40	%		39.65	%	to		39.87	%
2008		5	$	9.66	to	$	8.93	$	50		0.25	%	to	0.40	%		(23.82)	%	to		(23.74)	%
2007		5	$	12.68	to	$	11.71	$	60		0.25	%	to	0.40	%		3.17	%	to		3.26	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31										For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)			Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
				(a)			(b)										(a)				(b)
PIMCO VIT LOW DURATION PORTFOLIO
2011		218		$	13.34	to	$	13.33	$	2,905		0.25	%	to	0.40	%		0.76	%	to		0.83	%
2010		194		$	13.24	to	$	13.22	$	2,569		0.25	%	to	0.40	%		4.83	%	to		5.00	%
2009		208		$	12.63	to	$	12.59	$	2,621		0.25	%	to	0.40	%		12.87	%	to		13.02	%
2008		243		$	11.19	to	$	11.14	$	2,717		0.25	%	to	0.40	%		(0.80)	%	to		(0.62)	%
2007		270		$	11.28	to	$	11.21	$	3,031		0.25	%	to	0.40	%		6.92	%	to		7.07	%
PIMCO VIT REAL RETURN PORTFOLIO
2011		114		$	15.85	to	$	14.78	$	1,689		0.25	%	to	0.40	%		11.23	%	to		11.38	%
2010		108		$	14.25	to	$	13.27	$	1,460		0.25	%	to	0.40	%		7.71	%	to		7.89	%
2009		124		$	13.23	to	$	12.30	$	1,571		0.25	%	to	0.40	%		17.81	%	to		18.04	%
2008		153		$	11.23	to	$	10.42	$	1,630		0.25	%	to	0.40	%		(7.34)	%	to		(7.30)	%
2007		165		$	12.12	to	$	11.24	$	1,909		0.25	%	to	0.40	%		10.18	%	to		10.41	%
PIMCO VIT TOTAL RETURN PORTFOLIO
2011		290		$	15.70	to	$	15.21	$	4,427		0.25	%	to	0.40	%		3.15	%	to		3.33	%
2010		278		$	15.22	to	$	14.72	$	4,101		0.25	%	to	0.40	%		7.71	%	to		7.84	%
2009		278		$	14.13	to	$	13.65	$	3,805		0.25	%	to	0.40	%		13.59	%	to		13.75	%
2008		126		$	12.44	to	$	12.00	$	1,521		0.25	%	to	0.40	%		4.36	%	to		4.53	%
2007		162		$	11.92	to	$	11.48	$	1,864		0.25	%	to	0.40	%		8.36	%	to		8.51	%
PUTNAM VT EQUITY INCOME IA PORTFOLIO
(Effective date 04/24/2009)
2011		7		$	14.99	to	$	15.05	$	99		0.25	%	to	0.40	%		1.63	%	to		1.83	%
2010		9		$	14.75	to	$	14.78	$	132		0.25	%	to	0.40	%		12.42	%	to		12.48	%
PUTNAM VT GLOBAL HEALTH CARE IA PORTFOLIO
(Effective date 04/30/2010)
2011		8		$	9.76	to	$	9.76	$	80		0.40	%	to	0.40	%		(1.31)	%	to		(1.31)	%
2010		9		$	9.89	to	$	9.90	$	85		0.25	%	to	0.40	%		(1.10)	%	to		(1.00)	%
PUTNAM VT HIGH YIELD IA PORTFOLIO
(Effective date 04/24/2009)
2011		0	*	$	15.32	to	$	15.32	$	5		0.40	%	to	0.40	%		1.39	%	to		1.39	%
PUTNAM VT INTERNATIONAL GROWTH IA PORTFOLIO
(Effective date 04/24/2009)
2011		2		$	13.41	to	$	13.41	$	27		0.25	%	to	0.25	%		(17.83)	%	to		(17.83)	%
2010		1		$	16.28	to	$	16.32	$	21		0.25	%	to	0.40	%		12.04	%	to		12.16	%
ROYCE MICRO-CAP PORTFOLIO
(Effective date 05/01/2006)
2011		65		$	10.56	to	$	10.65	$	689		0.25	%	to	0.40	%		(12.66)	%	to		(12.49)	%
2010		72		$	12.09	to	$	12.17	$	870		0.25	%	to	0.40	%		29.44	%	to		29.61	%
2009		32		$	9.34	to	$	9.39	$	304		0.25	%	to	0.40	%		56.97	%	to		57.29	%
2008		32		$	5.95	to	$	5.97	$	190		0.25	%	to	0.40	%		(43.66)	%	to		(43.63)	%
2007		38		$	10.56	to	$	10.59	$	401		0.25	%	to	0.40	%		3.23	%	to		3.42	%

(Continued)

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

	At December 31									For the year or period ended December 31
INVESTMENT DIVISIONS	Units (000s)		Unit Fair Value					Net Assets (000s)		Expense Ratio lowest to highest						Total Return
			(a)			(b)										(a)				(b)
ROYCE SMALL-CAP PORTFOLIO
(Effective date 05/01/2006)
2011		80	$	11.20	to	$	11.29	$	899		0.25	%	to	0.40	%		(3.86)	%	to		(3.83)	%
2010		97	$	11.65	to	$	11.74	$	1,143		0.25	%	to	0.40	%		19.73	%	to		20.04	%
2009		130	$	9.73	to	$	9.78	$	1,266		0.25	%	to	0.40	%		34.39	%	to		34.71	%
2008		113	$	7.24	to	$	7.26	$	823		0.25	%	to	0.40	%		(27.74)	%	to		(27.76)	%
2007		118	$	10.02	to	$	10.05	$	1,184		0.25	%	to	0.40	%		(2.72)	%	to		(2.62)	%
VAN ECK VIP EMERGING MARKETS FUND
(Effective date 05/05/2008)
2011		2	$	7.63	to	$	7.63	$	13		0.40	%	to	0.40	%		(26.07)	%	to		(26.07)	%
2010		1	$	10.32	to	$	19.42	$	11		0.25	%	to	0.40	%		26.32	%	to		26.51	%
VAN ECK VIP GLOBAL HARD ASSETS FUND
(Effective date 05/05/2008)
2011		30	$	8.11	to	$	13.51	$	335		0.25	%	to	0.40	%		(16.74)	%	to		(16.66)	%
2010		20	$	9.74	to	$	16.21	$	203		0.25	%	to	0.40	%		28.67	%	to		28.86	%
2009		5	$	7.57	to	$	12.58	$	37		0.25	%	to	0.40	%		57.05	%	to		25.80	%
2008		3	$	4.82	to	$	4.82	$	12		0.25	%	to	0.40	%		(51.80)	%	to		(51.80)	%

* The Investment Division has units and/or assets that round to less than $1,000 or 1,000 units.

(a) The amounts in these columns are associated with the highest Expense Ratio.

(b) The amounts in these columns are associated with the lowest Expense Ratio.

(Continued)

PART C: OTHER INFORMATION

Item 26. Exhibits

(a)	Board of Directors Resolution. Resolution authorizing establishment of Registrant is incorporated by reference to initial Registrant’s Registration Statement on Form S-6 filed on January 22, 1999 (File No. 333-70963).
(b)	Custodian Agreements. None.
(c)	Underwriting Contracts. Copy of underwriting contract between Great-West Life & Annuity Insurance Company (“Great-West”) and GWFS Equities, Inc. (formerly BenefitsCorp Equities, Inc.) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 on Form N-6 filed on April 29, 2003 (File Nos. 333-70963).
(d)	Policies.
	(d)(1)	Specimen Policy Form 355-CSO is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963).
	(d)(2)	Specimen Term Life Insurance Rider (Form J355rider-CSO for policies issued after January 1, 2009) is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963).
	(d)(3)	Specimen Policy Free-Look Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 on Form S-6 filed on April 27, 2000 (File No. 333-70963).
	(d)(4)	Specimen Policy Return of Expense Charge Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 on Form S-6 filed on April 25, 2001 (File No. 333-70963).
	(d)(5)	Change of Insured Rider is incorporated by reference to Registrant’s Post-Effective Amendment No. 10 on Form N-6 filed on April 30, 2004 (File No. 333-70963 and 811-09201).
	(d)(8)	Specimen Fixed Account Endorsement Form 379 is incorporated by reference to Registrant’s Post-Effective Amendment No. 19 to Registration Statement on Form N-6 as filed on December 17, 2008 (File No. 333-70963).
	(d)(9)	Specimen Policy Form J355rev2 is filed herewith.
(e)	Applications. Specimen Application is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form S-6 filed on June 23, 1999 (File No. 333-70963).
(f)	(f)(1)	Depositor’s Certificate of Incorporation. Copy of Articles of Incorporation of Great-West, as amended, is incorporated by reference to Pre-Effective Amendment No. 2 on Form S-1 of Great-West filed on October 29, 1996, (File No. 333-01173).
	(f)(2)	By-Laws of Great-West as amended June 17, 1997 is incorporated by reference to Amendment No. 1 on Form 10-K of Great-West filed on March 31, 1998 (File No. 333-01173); Amended Bylaws of Great-West are incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement filed by FutureFunds Series Account on Form N-4 on April 24, 2006 (File No. 2-89550).
(g)	Reinsurance Contracts.

C-1

	(g)(1)	Automatic YRT Reinsurance Agreement Effective October 1, 2008 between Great-West and The Canada Life Assurance Company (redacted), Amendment 1 to the Automatic YRT Reinsurance Agreement Effective October 1, 2008 dated August 1, 2010 (redacted) and Amendment 2 to the Automatic YRT Reinsurance Agreement Effective October 1, 2008 dated August 1, 2010 (redacted) are incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West Life & Annuity Insurance Company (“First Great-West”) on Form N-6 on April 26, 2011 (File No. 333-146241).
	(g)(2)	Automatic/Facultative YRT Guaranteed Issue and Fully Underwritten Reinsurance Agreement between Great-West and RGA Reinsurance Company effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 on April 26, 2011 (File No. 333-146241).
	(g)(3)	Automatic Yearly Renewable Term Reinsurance Agreement between Great-West and SCOR Global Life U.S. Re Insurance Company effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 on April 26, 2011 (File No. 333-146241).
	(g)(4)	Automatic Yearly Renewable Term Reinsurance Agreement between Great-West and Hannover Life Reassurance Company of America effective May 1, 2010 (redacted) is incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 on April 26, 2011 (File No. 333-146241).
(h)	Participation Agreements.
	(h)(1)	Participation Agreement among Great-West, AIM Variable Insurance Funds, Inc., and AIM Distributors, Inc., dated March 30, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File Nos. 333-70963).
	(h)(2)	First Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West Life and Annuity Insurance Company (“First Great-West”) on Form N-6 filed on December 4, 2007 (File No. 333-146241).
	(h)(3)	Second Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on December 4, 2007 (File No. 333-146241).
	(h)(4)	Third Amendment to Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc and Great-West dated April 30, 2004, is incorporated by reference to Pre Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on December 4, 2007 (File No. 333-146241).
	(h)(5)	Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated September 14, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
	(h)(6)	First Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc. and Fund Distributors, dated April 20, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
	(h)(7)	Second Amendment to Fund Participation Agreement among Great-West, American

C-2

	Century Investment Management, Inc. and Fund Distributors, dated May 1, 2002, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(8)	Third Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated April 26, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963).
(h)(9)	Fourth Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and Fund Distributors, dated September 17, 2007 is incorporated by reference to the Initial Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on September 21, 2007 (File No. 333-146241).
(h)(10)	Fund Participation Agreement among Great-West, First Great-West, American Funds Insurance Series and Capital Research and Management Company dated January 28, 2008 is incorporated by reference to Registrant’s Post-Effective No. 16 on Form N-6 filed on April 21, 2008 (File No. 333-70963).
(h)(11)	Fund Participation Agreement among Great-West, Davis Variable Account Fund, Inc., Davis Selected Advisers, L.P. and Davis Distributors, LLC, dated December 16, 2004, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963).
(h)(12)	First Amendment to Fund Participation Agreement among Great-West, First Great-West, Davis Variable Account Fund, Inc., Davis Selected Advisers, L.P., and Davis Distributors, LLC, dated July 2, 2007 is incorporated by reference to the Initial Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on September 21, 2007 (File No. 333-146241).
(h)(13)	Fund Participation Agreement between Great-West and Dreyfus Stock Index Fund Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.), dated December 31, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(14)	Amendment to Fund Participation Agreement between Great-West and Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.), dated March 15, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(15)	Amendment to Fund Participation Agreement among Great-West, Dreyfus Growth and Value Funds, Inc., Dreyfus Life & Annuity Index Fund, Inc., and Dreyfus Variable Investment Fund, dated January 1, 2002, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(16)	Second Amendment to Fund Participation Agreement among Great-West, Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and Dreyfus Variable Investment Fund is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963).
(h)(17)	Third Amendment to Fund Participation Agreement among Great-West, Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and

C-3

	Dreyfus Variable Investment Fund, dated December 1, 2004, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(18)	Fourth Amendment to Fund Participation Agreement among Great-West, First Great-West, Dreyfus Stock Index Fund, Inc. (formerly known as Dreyfus Life & Annuity Index Fund, Inc.) and Dreyfus Variable Investment Fund, dated July 31, 2007 is incorporated by reference to Initial Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on September 21, 2007 (File No. 333-146241).
(h)(19)	Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated February 1, 1994, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(20)	First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(21)	Second Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund and Fidelity Distributors Corporation, dated May 1, 2001, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(22)	Participation Agreement among Great-West, Variable Insurance Products Fund II and Fidelity Distributors Corporation, dated May 1, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(23)	First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund II and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(24)	Participation Agreement among Great-West, Variable Insurance Products Fund III and Fidelity Distributors Corporation, dated November 1, 2000, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(25)	First Amendment to Participation Agreement among Great-West, Variable Insurance Products Fund III and Fidelity Distributors Corporation, dated May 1, 2001, is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(26)	Amended and Restated Fund Participation Agreement among Great-West, Variable Insurance Products Funds, and Fidelity Distributors Corporation dated October 26, 2006 is incorporated by reference to Registrant’s Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963).
(h)(27)	Amendment to Fund Participation Agreement among Great-West, Variable Insurance Products Funds, and Fidelity Distributors Corporation dated May 16, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333).
(h)(28)	Second Amendment to Amended and Restated Participation Agreement among Great-West, Variable Insurance Products I, Variable Insurance Products II, Variable Insurance

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	Products III, Variable Insurance Products IV, Variable Insurance Products V and Fidelity Distributors Corporation dated August 29, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333).
(h)(29)	Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated June 1, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(30)	Letter Agreement Supplement to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated April 27, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(31)	Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated December 1, 1998, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(32)	Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series and Janus Capital Corporation, dated October 4, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(33)	Third Amendment to Fund Participation Agreement between Great-West, Janus Aspen Series and Janus Capital Corporation, dated September 14, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333).
(h)(34)	Amendment to Fund Participation Agreement among Great-West, Janus Aspen Series, and Janus Capital Corporation dated January 31, 2007 is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008 (File No. 333-70963).
(h)(35)	Agreement between Great-West and Maxim Series Fund, Inc. is incorporated by reference to Registrant’s Post Effective Amendment No. 13 on Form N-6 filed on April 28, 2006 (File No. 333-70963).
(h)(36)	Amendment to Agreement between Great-West, First Great-West and Maxim Series Fund, Inc. dated November 1, 2007, is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333).
(h)(37)	Fund Participation Agreement among Great-West, Neuberger Berman Advisers Management Trust, Advisers Managers Trust, and Neuberger Berman Management Incorporated, dated January 1, 1999, is incorporated by reference to Registrant’s Post Effective Amendment No. 5 to Form S-6 filed on April 24, 2002 (File No. 333-70963).
(h)(38)	Amendment to Fund Participation Agreement among Great-West, Neuberger Berman Advisers Management Trust, Advisers Managers Trust, and Neuberger Berman Management Incorporated, dated October 24, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of First Great-West on Form N-6 filed on December 4, 2007 (File No. 333-146241).
(h)(39)	Fund Participation Agreement among Great-West, PIMCO Variable Insurance Trust, Pacific Investment Management Company LLC and PIMCO Advisors Distributors LLC,

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	dated March 1, 2004 is incorporated by reference to Registrant’s Post-Effective Amendment No. 10 on Form N-6 filed on May 3, 2004 (File No. 333-70963).
(h)(40)	First Amendment to Participation Agreement among Great-West, PIMCO Variable Trust, Pacific Investment Management Company, LLC, Allianz Global Investors Distributors, LLC and First-Great-West dated August 31, 2007 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by COLI VUL-4 Series Account of Great-West on Form N-6 filed on November 1, 2007 (File No. 333-145333).
(h)(41)	Fund Participation Agreement among Great-West, Scudder Variable Series I, Scudder Variable Series II, Scudder Investment VIT Funds, Deutsche Investment Management Americas, Inc., Deutsche Asset Management, Inc. and Scudder Distributors, dated March 31, 2005, is incorporated by reference to Registrant’s Post Effective Amendment No. 12 on Form N-6 filed on April 29, 2005 (File No. 333-70963).
(h)(42)	First Amendment to Fund Participation Agreement among Great-West, DWS Variable Series I (formerly Scudder Variable Series I), DWS Variable Series II (formerly Scudder Variable Series II), DWS Investments VIT Funds (formerly Scudder Investments VIT Funds), Deutsche Investment Management Americas Inc., DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) and First Great-West dated April 11, 2007 is incorporated by reference to the Initial Registration Statement of COLI VUL-4 Series Account of First Great-West filed on September 21, 2007 (File No. 333-146241).
(h)(43)	Second Amendment to Fund Participation Agreement among Great-West, DWS Variable Series I (formerly Scudder Variable Series I), DWS Variable Series II (formerly Scudder Variable Series II), DWS Investments VIT Funds (formerly Scudder Investments VIT Funds), Deutsche Investment Management Americas Inc., DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) and First Great-West dated July 1, 2007 is incorporated by reference to the Initial Registration Statement of COLI VUL-4 Series Account of First Great-West filed on September 21, 2007 (File No. 333-146241).
(h)(44)	Fund Participation Agreement among Great-West, Royce Capital Fund, and Royce & Associates, LLC dated September 30, 2005 is incorporated by reference to Registrant’s Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963).
(h)(45)	Participation Agreement among Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation, Van Eck Associates Corporation, Great-West and First Great-West dated October 11, 2007 is incorporated by reference to Registrant’s Post Effective Amendment No. 16 on Form N-6, as filed on April 21, 2008. (File No. 333-70963).
(h)(46)	Participation Agreement among Putnam Variable Trust, Putnam Management Limited Partnership, Great-West and First Great-West dated April 30, 2008 is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008. (File No. 333-70963).
(h)(47)	Participation Agreement among Great-West, First Great-West, Columbia Funds Variable Insurance Trust, Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. dated April 30, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963).
(h)(48)	Amendment to Participation Agreement among Great-West, First Great-West, Royce Capital Fund, and Royce and Associates, LLC dated May 1, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963).
(h)(49)	Second Amendment to the Fund Participation Agreement among Great-West, First Great-West, The Alger American Fund, Fred Alger Management, Inc., and Fred Alger & Company, Inc. dated November 2, 2009 is incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963).

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	(h)(50)	Fund Participation Agreement among Great-West, First Great-West, Federated Insurance Series and Federated Securities Corp. dated March 3, 2012 is filed herewith.
	(h)(51)	First Amendment to Fund Participation Agreement among Great-West, First Great-West, GWFS Equities, Inc., Federated Insurance Series and Federated Securities Corp. dated March 3, 2012 is filed herewith.
(i)	Administrative Contracts. None.
(j)	Other Material Contracts. Form of Rule 22c-2 Shareholder Information Agreement is incorporated by reference to Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963).
(k)	Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being registered is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to Form S-6 filed on June 23, 1999 (File No. 333-70963).
(l)	Actuarial Opinion. None.
(m)	Calculation of Hypothetical Illustration Value is incorporated by reference to Registrant’s Post Effective Amendment No. 9 to Form N-6 filed on April 29, 2003 (File No. 333-70963).
(n)	Other Opinions.
	(n)(1)	Legal Consent of Jorden Burt, LLP is filed herewith.
	(n)(2)	Independent Registered Public Accounting Firm’s consent is filed herewith.
(o)	Omitted Financial Statements. None.
(p)	Initial Capital Agreements. None.
(q)	Redeemability Exemption. None.
(r)	Power of Attorney for Raymond L.S. McFeetors is incorporated by reference to Registrant’s Post-Effective Amendment No. 17 on form N-6 filed on September 30, 2008. Powers of Attorney for, R.J. Orr and P.K. Ryan are incorporated by reference to Registrant’s Post Effective Amendment No. 16 on Form N-6, as filed on April 21, 2008. The Powers of Attorney for the J. Balog, J.L. Bernbach, A. Desmerais, P. Desmarias, Jr., A. Louvel, J.E.A. Nickerson, M. Plessis-Bélair and B. E. Walsh are incorporated by reference to Post Effective Amendment No. 15 to the Registration Statement filed on Form N-6 on April 26, 2007 (File No. 333-70963). The Powers of Attorney for H.P. Rousseau, R. Royer and T.T. Ryan are incorporated by reference to Registrant’s Post Effective Amendment No. 21 on form N-6 filed on April 16, 2010 (File No. 333-70963).

Item 27. Directors and Officers of the Depositor.

Name	Principal Business Address	Positions and Offices with Depositor
J. Balog	785 St. Anne’s Lane Vero Beach, FL 32967	Director
J. L. Bernbach	EngineUSA 460 Park Avenue South, 7th Floor New York, NY 10016	Director
A. Desmarais	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director

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P. Desmarais, Jr.	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
M.T.G. Graye	8515 E. Orchard Road Greenwood Village, CO 80111	Director, President, Chief Executive Officer and Principal Financial Officer
A. Louvel	P.O. Box 1073 38 Beach Lane Wainscott, NY 11975	Director
R. L. McFeetors	Great-West Life 100 Osborne Street N Winnipeg, Canada MB R3C 3A5	Chairman of the Board
J. E.A. Nickerson	H.B. Nickerson & Sons Limited P.O. Box 130 255 Commercial Street North Sydney, Nova Scotia, Canada B2A 3M2	Director
R.J. Orr	Power Financial Corporation 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
M. Plessis-Bélair, F. C. A.	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
H.P. Rousseau	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
R. Royer	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
P.K. Ryan	Power Corporation of Canada 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3	Director
T.T. Ryan. Jr.	SIFMA 120 Broadway, 35th Floor New York, NY 10271-0080	Director
B. E. Walsh	Saguenay Capital, LLC Two Manhattanville Rd, #403 Purchase, New York 10577	Director
S. M. Corbett	8515 East Orchard Road Greenwood Village, CO 80111	Executive Vice President and Chief Investment Officer
R. K. Shaw	8515 East Orchard Road Greenwood Village, CO 80111	Executive Vice President, Individual Markets
C. H. Cumming	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Defined Contribution Markets
M. R. Edwards	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, FASCore Operations
E.P. Friesen	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Investments
R. J. Laeyendecker	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Executive Benefits Markets
S. A. Miller	8525 East Orchard Road Greenwood Village, CO 80111	Senior Vice President and Chief Information Officer
C. P. Nelson	8515 East Orchard Road Greenwood Village, CO 80111	President, Great-West Retirement Services
G. E. Seller	18101 Von Karman Ave. Suite 1460 Irvine, CA 92715	Senior Vice President, Government Markets

C-8

R.G. Schultz	8525 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, General Counsel and Secretary
C.S. Tocher	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President, Investments
J. Van Harmelen	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President and Controller
D.C. Aspinwall	8525 East Orchard Road Greenwood Village, CO 80111	Chief Risk Officer & Legal Counsel, Litigation
Beverly A. Byrne	8525 East Orchard Road Greenwood Village, CO 80111	Chief Compliance Officer & Legal Counsel, Financial Services

C-9

Item 28. Person Controlled by or Under Common Control with the Depositor or the Registrant.

The Registrant is a separate account of Great-West Life & Annuity Insurance Company, a stock life company organized under the laws of the State of Colorado (“Depositor”). The Depositor is an indirect subsidiary of Power Corporation of Canada. An organizational chart for Power Corporation of Canada is set out below.

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)

53.62% - 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 December 31, 2011 411,042,894 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 899,590,614.

Pansolo Holding Inc. owns directly 15,216,033 SVS and 367,692 PPS, entitling Pansolo Holding Inc. directly to an aggregate percentage of voting rights of 18,892,953 or 2.1 % 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 4.52 %, 0.36%, 0.35 % of the aggregate voting rights of PCC.

Gelco Entreprises Ltd owns directly 48,235,700 PPS, representing 53.62% 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 60.95%; note that this is not the equity percentage.

Mr. Paul G. Desmarais also owns personally 1,561,750 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

100.0% - 171263 Canada Inc.

66.06% - Power Financial Corporation

68.24% - Great-West Lifeco Inc.

100.0% - Great-West Financial (Canada) Inc.

100.0% - Great-West Financial (Nova Scotia) Co.

100.0% - Great-West Lifeco U.S. Inc.

100.0% - GWL&A Financial Inc.

60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.

60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II

60.0% - Great-West Life & Annuity Insurance Capital, LLC

60.0% - Great-West Life & Annuity Insurance Capital, LLC II

100.0% - Great-West Life & Annuity Insurance Company

100.0% - First Great-West Life & Annuity Insurance Company

100.0% - Advised Assets Group, LLC

100.0% - GWFS Equities, Inc.

100.0% - Great-West Life & Annuity Insurance Company of South Carolina

100.0% - Emjay Corporation

100.0% - FASCore, LLC

50.0% - Westkin Properties Ltd.

59.92% - Maxim Series Fund, Inc.

100.0% - GW Capital Management, LLC

100.0% - Orchard Trust Company, LLC

100.0% - Lottery Receivables Company One LLC

100.0% - LR Company II, L.L.C.

100.0% - Singer Collateral Trust IV

100.0% - Singer Collateral Trust V

43.87% - 2001 Books Holdings, LLC

B. Putnam Investments Group of Companies (Mutual Funds)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

66.06% - Power Financial Corporation

68.24% - 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 U.S. Holdings, LLC

100.0% - The Putnam Advisory Company, LLC

100.0% - Putnam Investment Management, LLC

100.0% - Putnam Fiduciary Trust Company (NH)

100.0% - Putnam Investor Services, Inc.

100.0% - Putnam U.S. Holdings I, LLC

100.0% - Putnam Retail Management GP, Inc.

99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.)

80.0% - PanAgora Asset Management, Inc.

100.0% -Putnam GP Inc.

99.0% - TH Lee Putnam Equity Managers LP (1% owned by Putnam GP Inc.)

100.0% - Putnam Investment Holdings, LLC

100.0% - Savings Investments, LLC

100.0% - Putnam Aviation Holdings, LLC

100.0% - Putnam Capital, LLC

  80.0% - TH Lee Putnam Capital Management, LLC

100.0% - Putnam International Holdings LLC

100.0% - Putnam Investments Inc. (Canada)

100.0% - Putnam Investments (Ireland) Limited

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.)

C. The Great-West Life Assurance Company Group of Companies (Canadian insurance)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

66.06% - Power Financial Corporation

68.24% - Great-West Lifeco Inc.

100.0% - 2142540 Ontario Inc.

100.0% - Great-West Lifeco Finance (Delaware) 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% - 2171866 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

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% - 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% - 2278372 Ontario Inc. (0.0001% interest in NF Real Estate Limited Partnership)

100.0% - GLC Asset Management Group Ltd.

100.0% - 801611 Ontario Limited

100.0% - 118050 Canada Inc.

100.0% - 1213763 Ontario Inc.

99.9% - Riverside II Limited Partnership

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 % - 431687 Ontario Limited

    0.1% - Riverside II Limited Partnership

100.0% - High Park Bayview Inc.

75.0% - High Park Bayview Limited Partnership

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.)

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 (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.

70.0% - KS Village (Millstream) Inc.

  70.0% - 0726861 B.C. Ltd.

  70.0% - Trop Beau Developments Limited

  70.0% - Kelowna Central Park Properties Ltd.

  70.0% - Kelowna Central Park Phase II Properties Ltd.

  40.0% - PVS Preferred Vision Services

100.0% - London Insurance Group Inc.

100.0% - Trivest Insurance Network Limited

100.0% - London Life Insurance Company

100.00% - 1542775 Alberta Ltd.

100.0% - 0813212 B.C. Ltd.

30.0% - Kings Cross Shopping Centre Ltd.

30.0% - 0726861 B.C. Ltd.

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.)

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 (Riverside) Ltd. (Formerly TGS REIT Properties (Riverside) Ltd.

100.0% - 1319399 Ontario Inc.

100.0% - 3853071 Canada Limited

50.0% - Laurier House Apartments Limited

30.0% - Kelowna Central Park Properties Ltd.

30.0% - Kelowna Central Park Phase II Properties Ltd.

30.0% - Trop Beau Developments Limited

100.0% - 4298098 Canada Inc.

100.0% - GWLC Holdings Inc.

100% - GLC Reinsurance Corporation

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% - Quadrus Distribution Services Ltd.

100.0% - Toronto College Park Ltd.

25.0% - High Park Bayview Limited Partnership

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

15.2% - Books Holdings, LLC (43.87% owned by GWL&A and 2.4% owned by The Canada Life Assurance Company)

100.0% - Canada Life Financial Corporation

100.0% - The Canada Life Assurance Company

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% - Hotel Operations (Walsall) 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

94.4% - MAM Holdings Inc. (5.6% owned by GWL)

100.0% - Mountain Asset Management LLC

100.0% - CL Capital Management (Canada), Inc.

100.0% - GRS Securities, Inc.

100.0% - 587443 Ontario, Inc.

100.0% - Canada Life Mortgage Services, Ltd.

100.0% - Adason Properties, Limited

100.0% - Adason Realty, Ltd.

100.0% - Crown Life Insurance Company

    2.4% - Books Holdings, LLC (43.87% owned by GWL&A and 15.2% owned by The Great-West Life Assurance Company)

D. IGM Financial Inc. Group of Companies (Canadian mutual funds)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

66.06% - Power Financial Corporation

57.64% - 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% - Investors Group Corporate Class Inc.

100.0% - Investors Syndicate Property Corp.

19.63% - I.G. (Rockies) Corp.

100.0% - I.G. Investment Corp.

80.37% - I.G. (Rockies) Corp. (19.63% owned by I.G. Investment Management, Ltd.)

100.0% 4400020 Canada Inc. (Dissolution pending)

100.0% - Mackenzie Inc.

100.0% - Mackenzie Financial Corporation

100.0% - Mackenzie Financial Charitable Foundation

25.0% - Strategic Charitable Giving Foundation

100.0% - Execuhold Investment Limited

100.0% - Winfund Software Corp.

100.0% - Anacle I Corporation

100.0% - Mackenzie M.E.F. Management Inc.

100.0% - Canterbury Common Inc.

100.0% - Mackenzie Cundill Investment Management (Bermuda) Ltd.

100.0% - Mackenzie Financial Capital Corporation

100.0% - Multi-Class Investment Corp.

100.0% - MSP 2009 GP Inc.

100.0% - MSP 2010 GP Inc.

100.0% - MMLP GP Inc.

93.90% - Investment Planning Counsel Inc.

100.0% - IPC Investment Corporation

100.0% - 9132-2115 Quebec Inc.

100.0% - IPC Save Inc.

100.0% - IPC Estate Services Inc.

100.0% - IPC Securities Corporation

89.36% - IPC Portfolio Services Inc. (and 10.64% owned by advisors of IPC Portfolio Services Inc.)

100.0% - Counsel Portfolio Services Inc.

E. Pargesa Holding SA Group of Companies (European investments)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

66.06% - Power Financial Corporation

100.0% - Power Financial Europe B.V.

50.0% - Parjointco N.V.

  76.0% - Pargesa Holding SA (56.5% capital)

100.0% - Pargesa Netherlands B.V.

52.0% - Groupe Bruxelles Lambert (50.0% capital)

Capital

  6.9% - Suez Environment Company (1)

21.0% - Lafarge (2)

9.8% - Pernod Ricard (1)

0.2% - Iberdrola (1)

10.0% - Arkema (1)

100.0% - Belgian Securities B.V.

Capital

57.0% - Imerys (1)

100.0% - Brussels Securities

Capital

100.0% - Sagerpar

3.8% - Groupe Bruxelles Lambert

100.0% - GBL Overseas Finance N.V.

100.0% - GBL Treasury Center

Capital

100.0% - GBL Energy S.á.r.l.

Capital

4.0% - Total (1)

100.0% - GBL Verwaltung GmbH

100.0% - Immobilière Rue de Namur S.á.r.l.

100.0% - GBL Verwaltung S.à.r.l.

Capital

100.0% - GBL Investments Limited

100.0% - GBL R

5.2% - GDF SUEZ (1)

43.0% - ECP 1

42.4% - ECP 2

100.0% - ECP3

100.0% - Pargesa Compagnie S.A.

100.0% - Pargesa Netherlands B.V.

100.0% - SFPG

(1) Based on Company’s published capital as of December 31, 2011

(2) Based on Company’s published capital as of November 30, 2011

F. Square Victoria Communications Group Inc. Group of Companies (Canadian communications)

Power Corporation of Canada

100.0% - Square Victoria Communications Group Inc.

100.0% - Gesca Ltée

100.0% - La Presse, ltée

100.0% 7991347 Canada inc.

100.0% - Gesca Ventes Média Ltée

100.0% - Gesca Numérique Ltée

100.0% - 3855082 Canada Inc.

100.0% - Cyberpresse inc.

100.0% - 6645119 Canada Inc.

100.0% - Les Éditions La Presse II Inc.

100.0% - 3819787 Canada Inc.

100.0% - 3834310 Canada Inc.

20.0% - 3859282 Canada Inc.

100.0% - Square Victoria Digital Properties inc.

100.0% - 4400046 Canada Inc.

68.96% - 9059-2114 Québec Inc.

83.3% VR Estates Inc.

97.74% - DuProprio Inc.

16.7% - VR Estates Inc.

100% - 0757075 B.C. Ltd.

0.1% - Lower Mainland Comfree LP

99.9% - Lower Mainland Comfree LP

100% - Comfree Commission Free Realty Inc.

100% - CF Real Estate First Inc.

100% - CF Real Estate Max Inc.

100% - CF Real Estate Ontario Inc.

100% - CF Real Estate Maritimes Inc.

100% - DP Immobilier Québec 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% - Les Éditions Gesca Ltée

100.0% - Groupe Espaces Inc.

100.0% - Les Éditions La Presse Ltée

100.0% - (W.illi.am) 6657443 Canada Inc.

100.0% - 7787146 Canada Inc. (lerenard.ca)

  3.81% - Acquisio Inc.

  50.0% - Workopolis Canada

  25.0% - Olive Média

100.0% - Attitude Digitale Inc.

100.0% - Square Victoria C.P. Holding Inc.

  33.3% - Canadian Press Enterprises Inc.

100.0% - Broadcast News Limited

100.0% - Press News Limited

100.0% - Pagemasters North America Inc.

100.0% - 7575343 Canada Inc.

G. Power Corporation (International) Limited Group of Companies (Asian investments)

Power Corporation of Canada

100.0% - Power Corporation (International) Limited

99.9% - Power Pacific Corporation Limited

25.0% - Barrick Power Gold Corporation of China Limited

100.0% - Power Pacific Mauritius Limited

7.88% - Vimicro International Corporation

0.1% - Power Pacific Equities Limited

99.9% - Power Pacific Equities Limited

4.3% - CITIC Pacific Limited

5.8% - Yaolan Limited

100.0% - Power Communications Inc.

0.1% - Power Pacific Corporation Limited

H. Other PCC Companies

Power Corporation of Canada

100.0% - 152245 Canada Inc.

100.0% - Power Tek, LLC

100% - 3540529 Canada Inc.

100.0% - Gelprim Inc.

100.0% - 3121011 Canada Inc.

100.0% - 171263 Canada Inc.

100.0% - Victoria Square Ventures Inc.

13.76% - Bellus Health Inc.

31.1% Potentia Solar Inc.

25% Les Remparts de Québec

100.0% - Power Communications Inc.

100.0% - Brazeau River Resources Investments Inc.

100.0% - Communications BP S.A.R.L

100.0% - PCC Industrial (1993) Corporation

100.0% - Power Corporation International

100.0% - 3249531 Canada Inc.

100% - Sagard Capital Partners GP, Inc.

100.0% - Sagard Capital Partners, L.P.

100.0% - Power Corporation of Canada Inc.

100.0% - Square Victoria Real Estate Inc.

100.0% - PL S.A.

100.0% - 4190297 Canada Inc.

100% Sagard Capital Partners Management Corp.

100.0% - Sagard S.A.S.

100.0% - Marquette Communications (1997) Corporation

    3.6% - Mitel Networks Corporation

100.0% - 4507037 Canada Inc.

100.0% - 4524781 Canada Inc.

100.0% - 4524799 Canada Inc.

100.0% - 4524802 Canada Inc.

I. Other PFC Companies

Power Financial Corporation

100.0% - 4400003 Canada Inc.

100.0% - 3411893 Canada Inc.

100.0% - 3439453 Canada Inc.

100.0% - 4400020 Canada Inc.

100.0% - 4507045 Canada Inc.

100.0% - 4507088 Canada Inc.

100.0% - Power Financial Capital Corporation

100.0% - 7973594 Canada Inc.

100.0% - 7973683 Canada Inc.

100.0% - 7974019 Canada Inc.

Item 29. Indemnification. Provisions exist under the Colorado Business Corporation Act and the Bylaws of Great-West whereby Great-West may indemnify a director, officer or controlling person of Great-West against any liability incurred in his or her official capacity. The following excerpts contain the substance of these provisions:

Colorado Business Corporation Act

Article 109 - INDEMNIFICATION

Section 7-109-101. Definitions.

As used in this Article:

(1) “Corporation” includes any domestic or foreign entity that is a predecessor of the corporation by reason of a merger, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, another domestic or foreign entity or employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) “Expenses” includes counsel fees.

(4) “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.

(5) “Official capacity” means, when used with respect to a director, the office of director in the corporation and, when used with respect to a person other than a director as contemplated in Section 7-109-107, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. “Official capacity” does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

(6) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Section 7-109-102. Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to the proceeding because the person is or was a director against liability incurred in the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonably believed:

(I)    In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation’s best interests; and

(II)    In all other cases, that his or her conduct was at least not opposed to the corporation’s best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.

(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of subparagraph (a) of subsection (1) of this section.

(3) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(b) In connection with any proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of a corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 7-109-103. Mandatory Indemnification of Directors.

Unless limited by the articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

Section 7-109-104. Advance of Expenses to Directors.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if:

(a) The director furnishes the corporation a written affirmation of the director’s good-faith belief that he or she has met the standard of conduct described in Section 7-109-102;

(b) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct; and

(c) A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.

(2) The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 7-109-106.

Section 7-109-105. Court-Ordered Indemnification of Directors.

(1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

(a) If it determines the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102 (1) or was adjudged liable in the circumstances described in Section 7-109-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described Section 7-109-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 7-109-106. Determination and Authorization of Indemnification of Directors.

(1) A corporation may not indemnify a director under Section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 7-109-102. A corporation shall not advance expenses to a director under Section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by Section 7-109-104(1)(a) and (1)(b) are received and the determination required by Section 7-109-104(1)(c) has been made.

(2) The determinations required by under subsection (1) of this section shall be made:

(a) By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and the committee cannot be established under paragraph (b) of subsection (2) of this section, or even if a quorum is obtained or a committee designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made:

(a) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or

(b) By the shareholders

(4) Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

Section 7-109-107. Indemnification of Officer, Employees, Fiduciaries, and Agents.

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director;

(b) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as a director; and

(c) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Section 7-109-108. Insurance.

A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other domestic or foreign entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary, or agent whether or not the corporation would have the power to indemnify the person against such liability under the Section 7-109-102, 7-109-103 or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.

Section 7-109-109. Limitation of Indemnification of Directors.

(1) A provision treating a corporation’s indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except for an insurance policy or otherwise, is valid only to the extent the provision is not inconsistent with Sections 7-109-101 to 7-109-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification or advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding.

Section 7-109-110. Notice to Shareholders of Indemnification of Director.

If a corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

Bylaws of Great-West

Article IV. Indemnification

SECTION 1. In this Article, the following terms shall have the following meanings:

(a) “expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts;

(b) “liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;

(c) “party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;

(d) “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

SECTION 2. Subject to applicable law, if any person who is or was a director, officer or employee of the corporation is made a party to a proceeding because the person is or was a director, officer or employee of the corporation, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if, with respect to the matter(s) giving rise to the proceeding:

(a) the person conducted himself or herself in good faith; and

(b) the person reasonably believed that his or her conduct was in the corporation’s best interests; and

(c) in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

(d) if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation.

SECTION 3. Subject to applicable law, if any person who is or was serving as a director, officer, trustee or employee of another company or entity at the request of the corporation is made a party to a proceeding because the person is or was serving as a director, officer, trustee or employee of the other company or entity, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if:

(a) the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and

(b) with respect to the matter(s) giving rise to the proceeding:

(i) the person conducted himself or herself in good faith; and

(ii) the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and

(iii) in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

if the person is or was an employee of the other company or entity, the person acted in the ordinary course of the person’s employment with the other company or entity.

Item 30. Principal Underwriter.

(a) In addition to securities of the Registrant, GWFS Equities, Inc. currently distributes securities of Maxim Series Fund, Inc., an open-end management investment company, FutureFunds Series Account of Great-West, Maxim Series Account of Great-West, COLI VUL-4 Series Account of Great-West, Variable Annuity-1 Series Account of Great-West, Prestige Variable Life Account of Great-West, Trillium Variable Annuity Account of Great-West, Variable Annuity-2 Series Account of Great-West, and the Variable Annuity-1 Series Account of First Great-Wset, COLI VUL-2 Series Account of First Great-West, Variable Annuity-2 Series Account of First Great-West and COLI VUL-4 Series Account of First Great-West.

(b) Directors and Officers of GWFS Equities, Inc.

Name	Principal Business Address	Position and Officers 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 and Executive Vice President
G. E. Seller	18101 Von Karman Ave. Suite 1460 Irvine, CA 92715	Director and Senior Vice President
C.H. Cumming	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President
M. R. Edwards	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President
W. S. Harmon	8515 East Orchard Road Greenwood Village, CO 80111	Director, Vice President
R.J. Laeyendecker	8515 East Orchard Road Greenwood Village, CO 80111	Senior Vice President
B. Neese	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
C. Bergeon	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
S.A. Ghazaleh	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
S.M. Gile	8515 East Orchard Road Greenwood Village, CO 80111	Vice President
B. A. Byrne	8525 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	Vice President and Treasurer
S.A. Bendrick	8515 East Orchard Road Greenwood Village, CO 80111	Director and Vice President

(c) Commissions and other compensation received from the Registrant 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 Equities	-0-	-0-	-0-	-0-

Item 31. Location of Accounts and Records. All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through Great-West, 8515 East Orchard Road, Greenwood Village, Colorado 80111.

Item 32. Management Services. None.

Item 33. Fee Representation. Great-West represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Great-West.

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Greenwood Village, and State of Colorado, on the day of April 26, 2012.

	COLI VUL-2 SERIES ACCOUNT of
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Registrant)
By:	/s/ M.T.G. Graye
	M.T.G. Graye,
	President, Chief Executive Officer and Principal Financial Officer of Great-West Life & Annuity Insurance Company

	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Depositor)
By:	/s/ M.T.G. Graye
	M.T.G. Graye,
	President, Chief Executive Officer and Principal Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature and Title	Date
/s/ Raymond L. McFeetors	April 26, 2012
Director, Chairman of the Board
(Raymond L. McFeetors*)
/s/ M.T.G. Graye	April 26, 2012
Director, President, Chief Executive Officer and Principal Financial Officer (Mitchell T.G. Graye)
/s/ James Van Harmelen	April 26, 2012
Senior Vice President and Controller (James Van Harmelen)

/s/ James Balog	April 26, 2012
Director (James Balog*)
/s/ John L. Bernbach	April 26, 2012
Director (John L. Bernbach*)
/s/ André Desmarais	April 26, 2012
Director (André Desmarais*)
/s/ Paul Desmarais, Jr.	April 26, 2012
Director (Paul Desmarais, Jr.*)
/s/ Alain Louvel	April 26, 2012
Director (Alain Louvel*)
/s/ Jerry E.A. Nickerson	April 26, 2012
Director (Jerry E.A. Nickerson*)
/s/ R. Jeffrey Orr	April 26, 2012
Director (R. Jeffrey Orr*)
/s/ Michel Plessis-Bélair	April 26, 2012
Director (Michel Plessis-Bélair*)
/s/ H.P. Rousseau	April 26, 2012
Director (H.P. Rousseau*)
/s/ R. Royer	April 26, 2012
Director (R. Royer*)
/s/ Philip K. Ryan	April 26, 2012
Director (Philip K. Ryan*)
/s/ T.T. Ryan, Jr.	April 26, 2011
Director (T.T. Ryan, Jr.*)
/s/ Brian E. Walsh	April 26, 2011
Director (Brian E. Walsh*)

*By:	/s/ R.G. Schultz	April 26, 2012
	R.G. Schultz
	Attorney-in-fact pursuant to Powers of Attorney.

EX-99.(D)(9)

Great-West Life & Annuity Insurance Company A Stock Company
[8515 East Orchard Road]	[Greenwood Village, CO 80111]

Insured:	[John Doe]
Policy Number:	[1234567]

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

Great-West Life & Annuity Insurance Company, herein referred to as the Company, will pay the Death Benefit Proceeds to the Beneficiary subject to the policy provisions, when the Company receives due proof of the Insured’s death. (Payment of such proceeds will completely discharge the Company’s liability with respect to the amount payable.)

The Owner and Beneficiary are as shown in the application unless changed as provided for in this policy.

The provisions on the following pages are a part of this policy.

Signed for the Company on the Issue Date.

[ ]	[ ]
[Richard Schultz,] [Secretary]	[Mitchell T.G. Graye,] [President and Chief Executive Officer]

This policy is a legal contract between the Owner and the Company. PLEASE READ THIS POLICY CAREFULLY.

FREE LOOK PERIOD

10 DAY RIGHT TO EXAMINE POLICY: IF NOT SATISFIED WITH THE POLICY, RETURN IT TO THE COMPANY OR AN AUTHORIZED REPRESENTATIVE WITHIN 10 DAYS OF RECEIVING IT. (IF REPLACEMENT OF AN EXISTING POLICY IS INVOLVED, THE RIGHT TO EXAMINE PERIOD IS EXTENDED TO 30 DAYS FROM THE DATE OF RECEIVING IT.) THE POLICY WILL THEN BE DEEMED VOID FROM THE START, AND THE COMPANY WILL REFUND THE POLICY VALUE ACCOUNT LESS SURRENDERS, WITHDRAWALS, AND DISTRIBUTIONS. DURING THE RIGHT TO EXAMINE PERIOD, THE CASH VALUE WILL BE ALLOCATED TO THE INVESTMENT DIVISIONS AS SPECIFIED IN THE APPLICATION.

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

ADJUSTABLE DEATH BENEFIT. Proceeds payable at death are subject to policy provisions. See Death Benefit Provisions. Flexible Premiums payable while the Insured is alive. If no Premiums are paid after the first Premium, or if subsequent Premiums prove to be too low, this coverage may cease prior to age 121. ALL PAYMENTS AND VALUES BASED ON THE INVESTMENT EXPERIENCE OF THE INVESTMENT DIVISIONS ARE VARIABLE, MAY INCREASE OR DECREASE ACCORDINGLY, AND ARE NOT GUARANTEED AS TO AMOUNT. Non-Participating.

J355rev2sa-30

POLICY SPECIFICATIONS

This Policy Specifications Page, together with the Premium Allocation Information, reflects the

information with which your policy has been established as of the Policy Date.

OWNER/POLICY INFORMATION
Owner:	[JOHN DOE]
	Insured:	[JOHN DOE]
	Policy Number:	[1234567]
	Policy Date:	[July 1, 2011]
	Total Face Amount:	$[250,000]
	Issue Date:	[July 1, 2011]
	Issue Age/Sex:	[35/ Male]
	Plan:	Individual Flexible Premium Variable and Fixed Life Insurance: Non-Participating
	Employer Number:	[54321]
PREMIUM AND EXPENSE INFORMATION
Premium Class:		[Standard]
Initial Periodic Premium Amount:		$[3,484.89]
If no Premiums are paid after the first Premium or if subsequent Premiums prove to be too low, this coverage may cease prior to age 121. The Owner may have to pay more than the Premiums shown above to keep this policy and coverage in force.
Summary of Charges:
Service Charge:		$[15.00 per month maximum]
Expense Charge:		[10.00% of premium maximum]
Mortality & Expense Charge:		[.90% maximum]
Risk Charges:		Shown on Page 1a
SCHEDULE OF BENEFITS AND PREMIUMS
BENEFITS	FACE AMOUNT	MONTHLY COSTS	PREMIUM PERIOD
Total Face			To Insured’s Age 121
Amount	$[250,000]	See Page 1a
The Owner has elected Death Benefit Option 1, Level Death: the Total Face Amount, less any partial withdrawals, less any outstanding loans, and loan interest accrued, will be payable upon the Insured’s death. Each partial withdrawal will cause a decrease in the Death Benefit. In some cases, growth of the Policy Value Account may require the Company to adjust the Death Benefit in order to comply with Internal Revenue Code Regulations. The Cash Value Accumulation Test is used for this calculation. The Table is shown on Policy Page 1b.

J355rev2 LD Page 1

POLICY SPECIFICATIONS

This Policy Specifications Page, together with the Premium Allocation Information, reflects the

information with which your policy has been established as of the Policy Date.

OWNER/POLICY INFORMATION
Owner:	[JOHN DOE]
	Insured:	[JOHN DOE]
	Policy Number:	[1234567]
	Policy Date:	[July 1, 2011]
	Total Face Amount:	$[250,000]
	Issue Date:	[July 1, 2011]
	Issue Age/Sex:	[35 / Male]
	Plan:	Individual Flexible Premium Variable and Fixed Universal Life Insurance: Non-Participating
	Employer Number:	[54321]
PREMIUM AND EXPENSE INFORMATION
Premium Class:		[Standard]
Initial Periodic Premium Amount:		$[3,484.89 Per Year]
If no Premiums are paid after the first Premium or if subsequent Premiums prove to be too low, this coverage may cease prior to age 121. The Owner may have to pay more than the Premiums shown above to keep this policy and coverage in force.
Summary of Charges:
Service Charge:		$[15.00 per month maximum]
Expense Charge:		[10.00% of premium maximum]
Mortality & Expense Charge:		[.90% maximum]
Risk Charges:		Shown on Page 1a
SCHEDULE OF BENEFITS AND PREMIUMS
BENEFITS	FACE AMOUNT	MONTHLY COSTS	PREMIUM PERIOD
Total Face Amount	$[250,000]	See Page 1a	To Insured’s Age 121
The Owner has elected Death Benefit Option 2, Coverage Plus: the Total Face Amount plus the Policy Value Account, less any outstanding loans, and loan interest accrued, will be payable upon the Insured’s death. In some cases, growth of the Policy Value Account may require the Company to adjust the Death Benefit in order to comply with internal Revenue Code Regulations. The Cash Value Accumulation Test is used for this calculation. The Table is Shown on Policy Page 1b.

J355rev2 CP Page 1

GUARANTEED MAXIMUM MONTHLY RISK RATES FOR POLICY 1234567

(Based on the Attained Age of the Insured)

(Premiums are subject to change)

Attained Age	Policy Year	Monthly Risk Rate Per $1,000	Attained Age	Policy Year	Monthly Risk Rate Per $1,000
35	1	0.09	80	46	5.66
36	2	0.10	81	47	6.32
37	3	0.10	82	48	7.01
38	4	0.11	83	49	7.76
39	5	0.11	84	50	8.58
40	6	0.12	85	51	9.51
41	7	0.13	86	52	10.53
42	8	0.14	87	53	11.65
43	9	0.16	88	54	12.84
44	10	0.18	89	55	14.10
45	11	0.19	90	56	15.42
46	12	0.21	91	57	16.66
47	13	0.23	92	58	17.95
48	14	0.24	93	59	19.32
49	15	0.26	94	60	20.75
50	16	0.28	95	61	22.27
51	17	0.30	96	62	23.65
52	18	0.33	97	63	25.12
53	19	0.36	98	64	26.70
54	20	0.41	99	65	28.38
55	21	0.46	100	66	30.18
56	22	0.51	101	67	31.60
57	23	0.57	102	68	33.12
58	24	0.62	103	69	34.74
59	25	0.68	104	70	36.46
60	26	0.74	105	71	38.26
61	27	0.83	106	72	40.18
62	28	0.93	107	73	42.22
63	29	1.04	108	74	44.39
64	30	1.16	109	75	46.69
65	31	1.29	110	76	49.13
66	32	1.42	111	77	51.73
67	33	1.55	112	78	54.48
68	34	1.69	113	79	57.41
69	35	1.83	114	80	60.51
70	36	2.01	115	81	63.81
71	37	2.21	116	82	67.30
72	38	2.46	117	83	71.00
73	39	2.74	118	84	74.94
74	40	3.02	119	85	79.10
75	41	3.34	120	86	83.33
76	42	3.68
77	43	4.07
78	44	4.54
79	45	5.07

Guaranteed net single premium at Attained Age 121: $1,000 per $1,000

[The maximum risk charges shown reflect a flat extra of (.04) for the first (4) policy years]

[The maximum risk charges reflect a (200%) multiple of the table above]

J355rev2 Page 1a

TABLE A

DEATH BENEFIT FACTORS

Cash Value Accumulation Test

	Non-Smoker		Smoker			Non-Smoker		Smoker
Attained Age	Male	Female	Male	Female	Attained Age	Male	Female	Male	Female
20	8.28453	9.58328	6.65929	7.62334	71	1.62889	1.80676	1.51778	1.61656
21	8.01901	9.24890	6.44746	7.35716	72	1.59072	1.76164	1.48848	1.58381
22	7.76011	8.92560	6.24271	7.10052	73	1.55462	1.71848	1.46071	1.55261
23	7.50777	8.61367	6.04500	6.85340	74	1.52036	1.67717	1.43420	1.52288
24	7.26241	8.31144	5.85369	6.61460	75	1.48775	1.63763	1.40872	1.49459
25	7.02389	8.01982	5.66902	6.38485	76	1.45668	1.59981	1.38436	1.46749
26	6.79208	7.73734	5.49088	6.16369	77	1.42705	1.56362	1.36102	1.44155
27	6.56794	7.46525	5.31868	5.95039	78	1.39892	1.52899	1.33880	1.41670
28	6.35149	7.20350	5.15256	5.74515	79	1.37239	1.49587	1.31780	1.39288
29	6.14016	6.95035	4.99036	5.54729	80	1.34752	1.46412	1.29811	1.37001
30	5.93400	6.70668	4.83171	5.35694	81	1.32420	1.43372	1.27962	1.34803
31	5.73332	6.47131	4.67662	5.17304	82	1.30248	1.40516	1.26238	1.32764
32	5.53808	6.24460	4.52528	4.99635	83	1.28211	1.37842	1.24612	1.30880
33	5.34846	6.02616	4.37798	4.82605	84	1.26298	1.35311	1.23070	1.29117
34	5.16503	5.81559	4.23507	4.66219	85	1.24505	1.32917	1.21608	1.27469
35	4.98736	5.61306	4.09664	4.50471	86	1.22835	1.30659	1.20247	1.25914
36	4.81549	5.41840	3.96242	4.35368	87	1.21287	1.28474	1.18990	1.24382
37	4.64971	5.23094	3.83279	4.20839	88	1.19858	1.26449	1.17836	1.22975
38	4.48960	5.05074	3.70763	4.06876	89	1.18541	1.24558	1.16777	1.21668
39	4.33549	4.87662	3.58716	3.93385	90	1.17324	1.22783	1.15804	1.20440
40	4.18695	4.70871	3.47110	3.80375	91	1.16191	1.21060	1.14903	1.19213
41	4.04380	4.54688	3.35941	3.67822	92	1.15094	1.19217	1.14022	1.17787
42	3.90612	4.39083	3.25224	3.55719	93	1.14006	1.17331	1.13137	1.16251
43	3.77391	4.24042	3.14954	3.44066	94	1.12898	1.15445	1.12215	1.14646
44	3.64701	4.09563	3.05133	3.32859	95	1.11726	1.13558	1.11210	1.12966
45	3.52534	3.95638	2.95763	3.22090	96	1.10420	1.11643	1.10065	1.11247
46	3.40877	3.82257	2.86816	3.11754	97	1.08835	1.09554	1.08629	1.09334
47	3.29687	3.69407	2.78237	3.01839	98	1.06792	1.07125	1.06712	1.07047
48	3.18943	3.57089	2.70020	2.92357	99	1.05000	1.05000	1.05000	1.05000
49	3.08550	3.45284	2.62041	2.83318	100	1.05000	1.05000	1.05000	1.05000
50	2.98502	3.33969	2.54303	2.74711	101	1.05000	1.05000	1.05000	1.05000
51	2.88821	3.23137	2.46838	2.66516	102	1.05000	1.05000	1.05000	1.05000
52	2.79502	3.12772	2.39651	2.58713	103	1.05000	1.05000	1.05000	1.05000
53	2.70567	3.02859	2.32777	2.51288	104	1.05000	1.05000	1.05000	1.05000
54	2.61998	2.93379	2.26211	2.44216	105	1.05000	1.05000	1.05000	1.05000
55	2.53808	2.84304	2.19974	2.37483	106	1.05000	1.05000	1.05000	1.05000
56	2.46006	2.75616	2.14061	2.31067	107	1.05000	1.05000	1.05000	1.05000
57	2.38557	2.67313	2.08440	2.24950	108	1.05000	1.05000	1.05000	1.05000
58	2.31441	2.59366	2.03090	2.19117	109	1.05000	1.05000	1.05000	1.05000
59	2.24597	2.51760	1.97930	2.13529	110	1.05000	1.05000	1.05000	1.05000
60	2.18023	2.44462	1.92964	2.08181	111	1.05000	1.05000	1.05000	1.05000
61	2.11727	2.37450	1.88208	2.03056	112	1.05000	1.05000	1.05000	1.05000
62	2.05718	2.30714	1.83686	1.98136	113	1.05000	1.05000	1.05000	1.05000
63	2.00010	2.24244	1.79417	1.93421	114	1.05000	1.05000	1.05000	1.05000
64	1.94593	2.18019	1.75396	1.88888	115	1.05000	1.05000	1.05000	1.05000
65	1.89443	2.12029	1.71596	1.84525	116	1.05000	1.05000	1.05000	1.05000
66	1.84539	2.06268	1.67983	1.80327	117	1.05000	1.05000	1.05000	1.05000
67	1.79852	2.00730	1.64522	1.76284	118	1.05000	1.05000	1.05000	1.05000
68	1.75354	1.95407	1.61182	1.72399	119	1.05000	1.05000	1.05000	1.05000
69	1.71035	1.90296	1.57953	1.68668	120	1.05000	1.05000	1.05000	1.05000
70	1.66875	1.85387	1.54812	1.65087

J355rev2 Page 1b

THIS PAGE IS INTENTIONALLY LEFT BLANK

J355rev2 Page 2

Table of Contents

DEFINITIONS	5
OWNERSHIP PROVISIONS
Assignments/Transfers	6
Beneficiary	6
Ownership of Series Account	7
Ownership of Fixed Account	7
Rights of Owner	6
GENERAL PROVISIONS
Additional Premium Payments Provision	9
Allocation of Premiums	8
Annual Statement	9
Change of Total Face Amount	10
Currency	8
Entire Contract	7
Grace Period Provision	9
Illustration of Benefits and Values	10
Incontestability Provision	7
Misstatement of Age and/or Sex	8
Non-Participating	8
Payment of Premiums	8
Periodic Premium Amount	9
Policy Modification	7
Policy Years and Anniversaries	8
Reinstatement	9
Suicide Exclusion	8
Voting Rights	8
DEATH BENEFIT PROVISIONS
Change of Death Benefit Option	11
Death Benefit Payment	11
Death Benefit Options	10

(Continued on following page)

J355rev2 Page 3

Table of Contents (continued)

POLICY VALUES, LOAN AND NONFORFEITURE PROVISIONS
Continuation of Insurance	13
Cost of Insurance	11
Effect of a Loan	13
Emergency Procedure	15
Expense Charge	11
Fixed Account Value	12
Fixed Account Interest	13
How Values Are Computed	15
Loan Interest	13
Loan Interest Rate	14
Loan Value	13
Net Investment Factor	12
Paid-Up Life Insurance Provision	14
Partial Withdrawal Provision	15
Policy Loan	13
Policy Value Account	12
Postponement	15
Return of Expense Charge	14
Risk Rate	11
Service Charge	11
Sub-Account Value	12
Surrender Benefit	14
Tax Considerations	14
TRANSFER PROVISIONS
Dollar Cost Averaging	16
The Rebalancer Option	16
Transfers	15

J355rev2 Page 4

Definitions

Attained Age - the age of the Insured, nearest birthday, as of the Policy Date and each policy anniversary thereafter.

Beneficiary - the person(s) named by the Owner to receive the Death Benefit Proceeds upon the death of the Insured.

Cash Surrender Value - is equal to:

(a) Policy Value Account on the effective date of the surrender; less

(b) outstanding policy loans and accrued loan interest, if any; less

(c) any monthly cost of insurance charges.

Corporate Headquarters - Great-West Life & Annuity Insurance Company (“the Company”), [8515 East Orchard Road, Greenwood Village, Colorado 80111.]

Death Benefit Proceeds - the amount payable upon the Insured’s death. A full description of the Death Benefit is described in the Death Benefit Provision.

Effective Date - the date on which the first Premium payment is credited to the policy.

Evidence of Insurability - information about an Insured which is used to approve or reinstate this policy or any additional benefit.

Fixed Account - A division of Our General Account that provides a fixed interest rate. The maximum allowed into the Fixed Account by any Owner may be limited by the Company.

General Account - All of our assets other than those held in the Separate Account.

Insured - the person named on Page 1 as the Insured.

Investment Divisions - the divisions of the Series Account that purchase shares in specific securities. The Company may, at times:

• make additional Series Accounts or additional Series Account Investment Divisions available;

• eliminate Investment Divisions;

• combine two or more Investment Divisions; or

• substitute a new portfolio for the portfolio in which an Investment Division invests.

Subject to any required regulatory approvals, the Company has the right to transfer assets of a Series Account or of an Investment Division to another Series Account or Investment Division. When permitted by law, the Company may modify the policy to comply with applicable federal and state laws and combine the Series Account with other Series Accounts.

Issue Date - the date from which the incontestability and suicide exclusions are measured shown on Page 1.

Loan Account - all outstanding loans plus credited loan interest held in the general account of the Company. The Loan Account is not part of the Series Account.

Loan Account Value - the sum of all outstanding loans plus credited loan interest for this policy.

Policy Date - the effective date of coverage under this policy. The policy months, policy years and anniversaries are measured from the Policy Date shown on Page 1.

Policy Value Account - the Sub-Account Value plus the Fixed Account Value plus the Loan Account Value.

Premiums - amounts received and allocated to the Sub-Account(s)and the Fixed Account prior to any deductions.

Request - any instruction in a form, written, telephoned or computerized, satisfactory to the Company and received at the Corporate Headquarters from the Owner or the Owner’s assignee (as specified in a form acceptable to the Company) or the Beneficiary, (as applicable) as required by any provision of this policy or as required by the Company. The Request is subject to any action taken or payment made by the Company before it was processed.

Series Account - the segregated investment account established by the Company as a separate account under Colorado law named the COLI VUL-2 Series Account. It is registered as a unit investment trust under the Investment Company Act of 1940, as amended.

The Company owns the assets in the Series Account. The investments held in the Series Account provide variable life insurance benefits under this policy and the Series Account is used for other purposes permitted by applicable laws and regulations. This account is kept separate from the general account and other series accounts the Company may have.

J355rev2 Page 5

Definitions (continued)

Sub-Account - sub-division(s) of the Owner’s Policy Value Account containing the value credited to the Owner from the Series Account.

Sub-Account Value - the sum of the values of the Sub-Accounts credited to the Owner under the Policy Value Account. The Sub-Account Value is credited with a return based upon the investment experience of the Investment Division(s) selected by the Owner and will increase or decrease accordingly.

Transaction Date - the date on which any Premium payment or Request from the Owner will be processed by the Company. Premium payments and Requests received after 4:00 p.m. EST/EDT will be deemed to have been received on the next business day. Requests will be processed and the Sub-Account Value will be valued on each date that the New York Stock Exchange (“NYSE”) is open for trading.

Transfer - the moving of money from one Sub-Account or the Fixed Account to one or more Sub-Account(s) or the Fixed Account.

Underlying Fund - a portfolio of securities managed in accordance with a specified investment objective, or a registered management investment company in which the assets of the Series Account may be invested.

Valuation Date - the date on which the net asset value of each Underlying Fund is determined. A Valuation Date is each day that the New York Stock Exchange is open for regular business. The value of an Investment Division’s assets is determined at the end of each Valuation Date. To determine the value of an asset on a day that is not a Valuation Date, the value of that asset as of the end of the previous Valuation Date will be used.

Valuation Period - the period between two successive Valuation Dates, starting at the close of the NYSE on one Valuation Date and ending at the close of the NYSE on the next succeeding Valuation Date.

Ownership Provisions

RIGHTS OF OWNER

While the Insured is living, all benefits and rights under this policy belong to the Owner. However, the Owner’s rights are subject to the rights of any assignee or irrevocably named Beneficiary.

ASSIGNMENTS/TRANSFERS

The Owner may assign this policy while the Insured is living. The Company will not recognize an assignment until the original or a certified copy is recorded at the Corporate Headquarters. When filed, the Owner’s rights and those of the Beneficiary are subject to the assignment. The Company is not responsible for the validity of any assignment.

When recorded by the Company, a transfer of ownership will revoke any designation of a Secondary Owner. It will not change a Beneficiary. All benefits and rights under this policy will belong to the new Owner, subject to the terms and conditions of the policy and the interest of any recorded assignee.

BENEFICIARY

While the Insured is living, the Owner may change the Beneficiary by Request unless a previous designation was made irrevocable. Any change is subject to any existing assignment of this policy. A recorded change of Beneficiary will take effect as of the date the notice was signed. However, the change will not affect any payment made by the Company before it received a Request for a change of Beneficiary.

The Company may rely on an affidavit by any responsible person to identify a Beneficiary or verify the non-existence of a Beneficiary not identified by name.

J355rev2 Page 6

Ownership Provisions (continued)

OWNERSHIP OF SERIES ACCOUNT

The Company has absolute ownership of the assets of the Series Account. The portion of the assets of the Series Account equal to the reserves and other Contract liabilities with respect to the Series Account are not chargeable with liabilities arising out of any other business the Company may conduct.

Income and realized and unrealized gains or losses from the assets in the Series Account are credited to or charged against the account without regard to other income, gains or losses arising out of any other business the Company may conduct.

Assets of the Series Account held in or represented by any other separate account of the Company used in connection with this policy, in an amount equal to such other account’s reserves and other contract liabilities shall not be chargeable with the liabilities arising out of any other business the Company may conduct.

OWNERSHIP OF FIXED ACCOUNT

The Company has absolute ownership of the assets of the Fixed Account. Except as limited by law, the Company has sole control over the investment of the General Account Assets. The Owner does not share in the investment experience of the General Account, but is allowed to allocate and Transfer Policy Value into the Fixed Account.

General Provisions

ENTIRE CONTRACT

This policy, any endorsements, any riders, and the application form the entire contract. A copy of the application is attached. After issue, amendments or changes in writing and agreed to by the Company are part of the contract.

All statements in the application, in the absence of fraud, are considered representations and not warranties. Only statements in the application will be used to defend a claim or to cancel the policy for misrepresentation.

Only the President, a Vice-President, or the Secretary of the Company have the authority to change or waive any provisions of the policy. No agent or broker has the authority to change any term of this policy or to make any agreements binding to the Company.

POLICY MODIFICATION

The Company may terminate an Investment Division or Underlying Fund. In that event, the Owner, by Request, may change the allocation of the Premium. If no Request is made by the date of termination, future Premium allocations to the terminated Investment Division or Underlying Fund will be allocated to the Money Market Investment Division. Any modification will not affect the terms, provisions or conditions which are, or may be, applicable to Premium payments previously made to any such Investment Division.

INCONTESTABILITY PROVISION

This policy will not be contested on the basis of misrepresentation after it has been in force during the Insured’s lifetime for 2 years from the Issue Date. However, this 2 year limit does not apply to any rider attached to this policy which provides:

(a) benefits in the event of disability; or

(b) additional insurance in the event of accidental death.

If the Total Face Amount is increased, the amount of the increase will in like manner be incontestable after it has been in force during the Insured’s lifetime for 2 years from the effective date of the increase.

J355rev2 Page 7

General Provisions (continued)

SUICIDE EXCLUSION

If the Insured commits suicide, while sane or insane, within 2 years from the Issue Date, the proceeds payable under this policy will be limited to an amount equal to all Premiums paid on this policy less outstanding policy loans, accrued loan interest, partial withdrawals and the cost for riders. Payment will be made to the Beneficiary.

If the face amount is increased, and if the Insured commits suicide, while sane or insane, within 2 years from the effective date of any increase, the Company will pay only that portion of the Policy Value Account and the cost of insurance paid for the amount of increase. The face amount of the policy will be reduced to the face amount that was in effect prior to the increase.

VOTING RIGHTS

The Company will exercise any voting rights associated with the Series Account investments in its sole discretion in accordance with applicable law.

CURRENCY

All amounts to be paid to or by the Company will be in the currency of the United States of America.

NON-PARTICIPATING

This policy is non-participating. It is not eligible to share in the Company’s divisible surplus.

MISSTATEMENT OF AGE AND/OR SEX

If the Insured’s age and/or sex on the Policy Date has been misstated, the benefits payable under this policy will be the amount of insurance that the cost of insurance (deducted from the Policy Value Account at the beginning of the month in which death occurred) would have purchased for the correct age and/or sex on the Policy Date.

If the age and/or sex of the Insured or any other person covered under a rider has been misstated on the Policy Date, the benefits payable under the rider will be the benefit that the amount charged would have purchased for the correct age and/or sex on the Policy Date.

If the age is misstated in such a way that the Insured was not eligible for coverage under the policy, the Company’s liability will be limited to a return of the Premiums paid, less any partial withdrawals and outstanding loans and accrued loan interest and the cost for riders.

POLICY YEARS AND ANNIVERSARIES

Policy years and anniversaries will be measured from the Policy Date shown on Page 1.

PAYMENT OF PREMIUMS

The first Premium is due on or before the Policy Date shown on Page 1. The Company will mail the Owner a billing notice 30 days in advance of the Premium due date.

All Premiums after the first are to be made payable to the Company at the Corporate Headquarters and will be due on the first day of any Policy Month in which the cost of insurance exceeds the Policy Value Account less any outstanding loans and less any accrued loan interest. Subject to limitations as provided in this policy, Premiums paid after the first may be paid in any amount and at any time before the Paid-Up Life Insurance Provision goes into effect. A premium allocation confirmation will be sent upon receipt of each Premium.

ALLOCATION OF PREMIUMS

During the Free Look Period, Premiums will be allocated effective upon the Transaction Date to one or more of the Investment Division(s) selected on the application. During the Free Look Period, the Owner may Transfer all or a portion of the Policy Value Account amount among the Investment Divisions currently being offered by the Company.

Any returned policy will be void from the date the Company issued the policy and we will refund your Policy Value Account. This amount may be higher or lower than the Premiums Paid, which means the Owner bears the investment risk during the Free Look Period.

After the Free Look Period, subsequent Premium payments will be allocated in the Policy Value Account as Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

J355rev2sa Page 8

General Provisions (continued)

GRACE PERIOD PROVISION

The first day of each Policy Month is the due date for any Premium required to keep the policy in force for that month. Except for the first Premium, if the amount in the Policy Value Account, less any outstanding policy loans and less any accrued loan interest, on the last day of a Policy Month is not sufficient to cover the monthly deduction for the cost of insurance for the next Policy Month, a grace period of 61 days from the due date will be allowed for the payment of an amount sufficient to cover the monthly cost of insurance for the next 2 months.

Coverage will remain in force during the grace period. If the Premium due is not paid within the grace period, all coverage under this policy will cease at the end of the 61 day period.

Notice of such Premium due will be mailed to the last known address of the Owner and any assignee of record at least 31 days prior to the date coverage will cease.

If the Insured dies during the grace period, any cost of insurance charges due and unpaid will be deducted from the Death Benefit Proceeds.

PERIODIC PREMIUM AMOUNT

The Company may suggest a periodic premium amount. The actual amount of Premiums needed may change, depending on the number of Premium payments made, changes in coverage, investment experience, monthly risk rate, and partial withdrawals made.

ADDITIONAL PREMIUM PAYMENTS

PROVISION

Besides the periodic premium amount, the Owner may make additional Premium payments as described below prior to the date the Paid-Up Life Insurance Provision goes into effect.

Additional Premium payments may be limited to amounts that will not exceed tax guidelines and jeopardize the tax status of the policy as life insurance. The minimum additional Premium that will be accepted at one time is $100. The Company reserves the right to restrict or refuse additional Premium payments that exceed the Initial Periodic Premium Amount shown on Page 1.

REINSTATEMENT

This policy may be reinstated within 3 years after the coverage ceased, unless it has been surrendered.

The Company must receive:

• A Request from the Owner.

• Evidence of Insurability for the Insured and any other person covered by rider, at the Owner’s expense.

• Payment of the cost of insurance for the grace period.

• Payment of an amount equal to 4 months’ cost of insurance. Such payment less the expense charges will be credited to the Policy Value Account as of the date of reinstatement.

• Payment or reinstatement of any policy loan which was outstanding as of the date the coverage ceased, including interest thereon. Interest will be 6.00% per year. Interest will be compounded annually to the date of the policy reinstatement.

Reinstatement will become effective on the date the application for reinstatement is approved by the Company.

ANNUAL STATEMENT

Within 30 days after each policy anniversary, the Company will send the Owner a statement showing:

• The Policy Value Account;

• The Death Benefit

• Premiums paid and investment experience since the last statement;

• Partial withdrawals and charges since the last statement;

• Outstanding policy loans and loan interest paid since the last statement;

• The current allocation in each of the Investment Divisions; and

• Any further information required by the state in which the policy was issued.

J355rev2 Page 9

General Provisions (continued)

ILLUSTRATION OF BENEFITS AND

VALUES

The Owner may at any time Request from the Company an illustration of future Death Benefits and Cash Surrender Values. The first illustration provided during a policy year will be at no charge. Each additional illustration during that policy year will be subject to a maximum fee of $50. This illustration will be based on:

• The current Policy Value Account;

• Assumed investment experience;

• Coverage amounts and the Death Benefit option elected;

• Recommended periodic premium amounts; and

• Current monthly risk rates.

CHANGE OF TOTAL FACE AMOUNT

By Request, the Owner may at any time increase or decrease the Total Face Amount provided by this policy, subject to the Company’s approval. Any change in Total Face Amount may be limited to amounts that will not exceed tax guidelines and jeopardize the tax status of the policy as life insurance.

For a decrease in Total Face Amount:

• The Company must receive a Request.

• The decrease will become effective on the first day of the Policy Month following approval of the Request.

• The decrease will apply first to the most recent increase or increases in Total Face Amount for purposes of the Incontestability Provision.

The minimum decrease amount will be $25,000. The Total Face Amount may not be decreased below $100,000 unless prior approval is obtained from the Company.

For an increase in Total Face Amount:

• The Company must receive a Request.

• The increase will be subject to Evidence of Insurability satisfactory to the Company.

• The increase will be effective on the policy anniversary following the approval of the Request for the increase, subject to the deduction of the first month’s cost of insurance from the Policy Value Account.

The minimum increase amount will be $25,000.

Death Benefit Provisions

DEATH BENEFIT OPTIONS

The Death Benefit option for this policy as of the Issue Date is shown on Page 1. The Death Benefit is determined by the option in effect at the Insured’s date of death.

Option 1: Level Death

The Death Benefit will be the greater of:

a) the Total Face Amount shown on Page 1, less any partial withdrawals; and

b) the Policy Value Account on the Insured’s date of death times the applicable Factor shown in the Table on Page 1b.

The Death Benefit will be reduced by the amount of any outstanding loans and loan interest accrued.

Option 2: Coverage Plus

The Death Benefit will be the greater of:

a) the Total Face Amount shown on Page 1, plus the Policy Value Account on the Insured’s date of death; and

b) the Policy Value Account on the Insured’s date of death times the applicable Factor shown in the Table on Page 1b.

The Death Benefit will be reduced by the amount of any outstanding loans and loan interest accrued.

J355rev2 Page 10

Death Benefit Provisions (continued)

CHANGE OF DEATH BENEFIT OPTION

After the first policy year, but not more than once each policy year, the Owner may change the Death Benefit option by Request. Any change will be effective on the first day of the Policy Month following the date the Company approves the Request. A maximum fee of $100 will be deducted from the Policy Value Account for each change.

A change in the Death Benefit option is subject to the following conditions:

• If the change is from Option 1 to Option 2, the amount payable upon the death of the Insured will remain the same and the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Policy Value Account. Evidence of Insurability may be required.

• If the change is from Option 2 to Option 1, the amount payable upon the death of the Insured will remain the same and the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Policy Value Account.

DEATH BENEFIT PAYMENT

The Death Benefit payable on the Insured’s death will be paid in a lump sum unless the Owner elects to receive all or a portion of the Death Benefit Proceeds under a settlement option that the Company is then offering.

The Company will pay interest on the Death Benefit Proceeds at a rate not less than that required by law.

Policy Values, Loan and Nonforfeiture Provisions

COST OF INSURANCE

An amount will be deducted on the first day of each Policy Month from the Policy Value Account to pay the cost of insurance for that Policy Month. The cost of insurance is calculated on the first day of each Policy Month and is equal to:

the Death Benefit divided by 1.00327374 less the Policy Value Account on the first day of each Policy Month, multiplied by the current monthly risk rate for the Insured’s Attained Age,

plus

the extra charge for any rated class

plus

the monthly Service Charge

plus

the cost of any riders.

If there has been an increase or decrease in Death Benefit during the policy year, the cost of insurance calculation will be adjusted accordingly to reflect the change.

RISK RATE

The maximum monthly risk rate is shown on Page 1a. The Company may charge a lower monthly risk rate. The maximum risk rates shown on Page 1a are based on the Commissioners 2001 Standard Ordinary Smoker-Distinct and Sex-Distinct Mortality Table, age nearest birthday.

The Company reserves the right to change the monthly risk rate based on our expectations of future mortality, investment earnings, persistency, capital and reserve requirements, and expenses

(including taxes) subject to the maximum risk rates. Any change will be made uniformly by class.

EXPENSE CHARGE

The maximum expense charge for this policy is shown on Page 1. The charge is a percentage of all Premiums paid. This charge is guaranteed and may not be increased.

The expense charge will be deducted from each Premium paid. This would include any Premium paid to reinstate the policy.

SERVICE CHARGE

The maximum service charge for this policy is shown on Page 1. This charge is deducted from the Policy Value Account on the first day of each policy month. This charge is guaranteed and may not be increased.

J355rev2 Page 11

Policy Values, Loan and Nonforfeiture Provisions

(Continued)

POLICY VALUE ACCOUNT

The Policy Value Account is equal to the Sub-Account Value plus the Fixed Account Value plus the Loan Account Value.

Each Premium less any expense charge will be credited to the Policy Value Account on the date received at the Corporate Headquarters. On the first day of each policy month a deduction will be made from this account for the cost of insurance.

SUB-ACCOUNT VALUE

The Sub-Account Value is the total dollar amount of all accumulation units under each of the Owner’s Sub-Accounts excluding the Fixed Account. Initially, the value of each Accumulation Unit was set at $10.00. Each Sub-Account’s Value is equal to the sum of:

• the value of the Sub-Account at the last Valuation Date;

• any Premium, less Expense Charges deducted from Premiums received during the current Valuation Period which is allocated to the Sub-Account;

• any loan repayment amount;

• all values transferred to the Sub-Account; and

• any net investment return allocated to the Sub-Account.

MINUS the following:

• all values transferred to another Sub-Account and the Loan Account Value taken from the Sub-Account during the current Valuation Period;

• all partial withdrawals from the Sub-Account during the current Valuation Period.

In addition, whenever a Valuation Period includes the monthly anniversary day, value of the Sub-Account at the end of such period is reduced by the portion of the cost of insurance charges allocated to the Sub-Account and any other investment charges specified on Page 1.

The Sub-Account Value is expected to change from Valuation Period to Valuation Period, reflecting the investment experience of the selected Investment Division(s) as well as the deductions for charges.

Premiums which the Owner allocates to an Investment Division are used to purchase accumulation units in the Investment Division(s) the Owner selects. The number of accumulation units to be credited will be determined by dividing the portion of each Premium allocated to or amount transferred to the Investment Division by the value of an Accumulation Unit determined at the end of the Valuation Period during which the Premium was received or the amount was transferred to the

Investment Division. In the case of the initial Premium, accumulation units for that payment will be credited to the Sub-Account Value held in the Money Market Investment Division until the end of the Free Look Period. In the case of any subsequent Premium, accumulation units for that payment will be credited at the end of the Valuation Period during which we receive the Premium. The value of an Accumulation Unit for each Investment Division for a Valuation Period is established at the end of each Valuation Period and is calculated by multiplying the value of that unit at the end of the prior Valuation Period by the Investment Division’s net investment factor for the Valuation Period.

FIXED ACCOUNT VALUE

The Fixed Account Value is

• Premiums, less Expense Charges, allocated to the Fixed Account; plus

• Sub-Account Value transferred to the Fixed Account; plus

• Interest credited to the Fixed Account; minus

• The portion of any accrued policy fees and charges allocated to the Fixed Account; minus

• Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus

• Transfers from the Fixed Account, including any applicable Transfer charges.

During any policy month the Fixed Account Value will be calculated on a consistent basis. For purposes of crediting interest, policy value deducted, transferred or withdrawn from the Fixed Account is accounted for on a first in first out basis

NET INVESTMENT FACTOR

The net investment factor for any Investment Division for any Valuation Period is determined by dividing (a) by (b), and subtracting (c) from the result where:

(a) is the net result of:

(i) the net asset value held in the Investment Division determined as of the end of the current Valuation Period; plus

(ii) the amount of any dividend (or, if applicable, capital gain distributions) on assets held in the Investment Division if the “ex-dividend” date occurs during the current Valuation Period; minus or plus

J355rev2 Page 12

Policy Values, Loan and Nonforfeiture Provisions (continued)

(iii) a charge or credit for any taxes incurred by or reserved for in the Investment Division, which is determined by the Company to have resulted from the investment operations of the Investment Division.

(b) is the net result of:

(i) the net asset value held in the Investment Division determined as of the end of the immediately preceding Valuation Period; minus or plus

(ii) the charge or credit for any taxes incurred by or reserved for in the Investment Division for the immediately preceding Valuation Period.

(c) is an amount representing the Mortality and Expense risk charge deducted from each Investment Division on a daily basis, equal to an annual rate as a percentage of the daily net asset value of each Investment Division. The actual mortality and expense charge is determined by the company, but may not exceed the annual guaranteed maximum Mortality and Expense charge of .90%

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 includes a deduction for an investment advisory fee. This fee compensates the investment adviser for services provided to the Underlying Fund. The fee may differ between Underlying Funds and may be renegotiated each year.

FIXED ACCOUNT INTEREST

The interest rate credited to the Policy Value Account in the Fixed Account is set by the Company but is guaranteed to be at least 2.5%. We may credit interest at rates higher than the minimum guaranteed rate. We will review the interest rate at least once a year, but at the Company’s discretion. We may reset the interest rate monthly.

CONTINUATION OF INSURANCE

If Premium payments cease, coverage under this policy or any attached riders will continue until the Policy Value Account, less any outstanding loans, and less loan interest accrued is insufficient to cover the monthly deduction for the cost of insurance. When the amount is insufficient, the Grace Period Provision will go into effect.

POLICY LOAN

While this policy is in force, the Owner, by Request, may obtain a loan from the Company on the security of the policy. The minimum loan amount is $500. The total amount of loans cannot be more than the maximum described in the Loan Value Provision.

EFFECT OF A LOAN

When a policy loan is made, funds are transferred out of the Series Account and Fixed Account and into the Loan Account. When a policy loan is repaid, the amount of repayment is added according to current Premium allocations.

A loan, whether or not repaid, will have a permanent effect on the Cash Surrender Value and on the Death Benefit, as described in this policy. If not repaid, any indebtedness will reduce the amount of Death Benefit Proceeds and the amount available upon surrender of this policy.

A policy loan will not be treated as a taxable distribution under Section 72 unless:

• this policy is surrendered or lapsed while there is an outstanding loan; or

• this policy is a modified endowment contract.

If this policy is a modified endowment contract, a 10% penalty will apply to the amount of the loan included as gross income unless the loan is made after the date the Owner becomes 59 ¹/2 or becomes disabled.

LOAN INTEREST

Interest credited on the Loan Account is the loan interest rate less a maximum of .90%.

A policy loan will be a first lien on the policy in favor of the Company.

The Owner must Request if any part of a Premium is to be applied to repay a policy loan. The expense charge will not apply to repayments of policy loans.

Loan amounts will be withdrawn from all the Sub-Accounts and the Fixed Account on a pro rata basis.

LOAN VALUE

The maximum loan value is equal to:

90% of the Policy Value Account at the time of the loan

less

the current monthly deductions remaining for the balance of the policy year

less

interest on the loan to the next policy anniversary date.

J355rev2 Page 13

Policy Values, Loan and Nonforfeiture Provisions

(continued)

LOAN INTEREST RATE

The loan interest rate will be determined annually at the beginning of each policy year. It is guaranteed for that policy year and applies to all loans outstanding during that policy year. Interest is due and payable on each policy anniversary. Interest not paid when due will be added to the loan and will bear interest at the loan interest rate.

The maximum loan interest rate for policy loans is based on a Published Monthly Average. That average is:

(a) The Moody’s Corporate Bond Yield Average -Monthly Average Corporates as published by Moody’s Investors Service, Inc. or any successor thereto; or

(b) In the event that the Moody’s Corporate Bond Yield Average - Monthly Average Corporates is no longer published, a substantially similar average, established by regulation issued by the Commissioner.

The Company must reduce the loan interest rate if the maximum loan interest rate is lower than the loan interest rate for the previous policy year by one-half of one percent or more.

Any increase to the loan interest rate must be at least one-half of one percent. No increase may be made if the loan interest rate would exceed the maximum loan interest rate.

The Company will send to the Owner and any assignee of record with loans advance notice of any increase in the rate.

SURRENDER BENEFIT

The Owner may surrender this policy for the Surrender Benefit. The Surrender Benefit is the Policy Value Account less any outstanding policy loans and less accrued loan interest on the date of surrender.

RETURN OF EXPENSE CHARGE

If the policy is surrendered for the Surrender Benefit within the first seven policy years, the Company will return a percentage of the Expense Charge. The Return of Expense Charge amount will be a percentage of the Policy Value Account on the date the surrender Request is received at our Corporate Headquarters. This amount will be in addition to the Surrender Benefit.

The Return of Expense Charge is based on the following:

Policy Year	Percent of Policy Value
	Account Returned
Year 1		7	%
Year 2		6	%
Year 3		5	%
Year 4		4	%
Year 5		3	%
Year 6		2	%
Year 7		1	%
Year 8		0	%

The Return of Expense Charge is not available if the policy is surrendered under the terms of Section 1035 of the Internal Revenue Code.

PAID-UP LIFE INSURANCE PROVISION

If the Insured is living and the policy is in force on the policy anniversary at Attained Age 121, the entire policy value account, less any outstanding loans and loan interest accrued will be applied as a single premium to purchase paid-up insurance. The net single premium rate for the Insured’s age and sex is based on the guaranteed minimum interest rate and guaranteed mortality table in the contract. The amount of paid-up insurance may be increased, if necessary, so that the policy continues to qualify as life insurance under Section 7702 of the Internal Revenue Code. The policy value account will continue to earn interest and no charges will be deducted.

The paid-up policy may be surrendered at any time. If it is surrendered within 30 days after a policy anniversary, the Cash Value will not be less than it would have been on that policy anniversary.

TAX CONSIDERATIONS

This policy is intended to constitute life insurance for tax purposes and is designed to meet the requirements of Internal Revenue Code (Code) Sections 101 and 7702, as they existed on the Issue Date. If, in the Company’s sole discretion, the Cash Value at any time reaches an amount which could jeopardize this policy’s treatment as life insurance for tax purposes, the Company reserves the right to refund the portion of the Premium or Cash Value in excess of the allowable limits.

This policy may be purchased as a modified endowment contract. Distributions from modified endowment contracts are subject to different taxation rules than distributions from a life insurance policy that is not a modified endowment contract.

J355rev2 Page 14

Policy Values, Loan and Nonforfeiture Provisions (continued)

If the policy is not a modified endowment contract when issued, the payment of excess Premium or a material change in the benefits or terms of the contract as provided in Code Section 7702A will cause the policy to be treated as a new contract and may cause the policy to become a modified endowment contract. It is entirely the Owner’s responsibility to monitor Premium payments and material changes to ensure that the contract does not become a modified endowment contract.

Nothing in this policy is to be construed as tax advice, and the Company recommends that the Owner discuss the tax consequences under the policy with a competent tax adviser.

PARTIAL WITHDRAWAL PROVISION

The Owner may make a partial withdrawal from the Policy Value Account at any time while the policy is in force. The minimum amount per withdrawal is $500. The maximum amount that may be withdrawn is 90% of the Policy Value Account less the Loan Account Value.

There is no administrative fee charged for the first partial withdrawal in any policy year. However, a maximum administrative fee of $25 will be deducted from the Policy Value Account for each additional partial withdrawal made in the same policy year.

The partial withdrawal will be effective on the Transaction Date. The Policy Value Account will be reduced by the withdrawal amount, which will be taken from all the Sub-Accounts and the Fixed Account on a pro-rata basis.

If the policy is in force under Option 1, Level Death Benefit, then the Death Benefit also will be reduced by the amount of each withdrawal.

Withdrawals may not be repaid directly into the Policy Value Account. Any payments received will be subject to the Additional Premium Payments Provision.

POSTPONEMENT

In accordance with state law, if the Company receives a Request for surrender, partial withdrawal, or a loan, the Company may postpone any payment for up to 7 days. For Investment Divisions which are not valued on each business day, the Company may defer until the next Valuation Date:

• determination and payment of any surrenders, partial withdrawals or loans;

• determination and payment of any death proceeds in excess of the face amount; and

• reallocation of the Sub-Account value.

During the postponement period, the Sub-Account Value will continue to be subject to the investment experience (gains or losses) of the Underlying Fund(s) and all applicable charges.

EMERGENCY PROCEDURE

If the Company cannot value the Investment Divisions due to a national stock exchange closure, with the exception of weekends or holidays, or if trading is restricted due to an existing emergency as defined by the Securities and Exchange Commission (SEC), or as otherwise ordered by the SEC, the Company may postpone all procedures which require valuation of the Investment Divisions until valuation is possible.

HOW VALUES ARE COMPUTED

All guaranteed calculations are based on the Commissioners 2001 Standard Ordinary Sex-Distinct and Smoker-Distinct Mortality Table, age nearest birthday, at an interest rate of 4% per year. These computations assume that Death Benefits are to be paid at the end of the policy year in which death occurs. Any net single Premium will be computed on the basis of the Insured’s Attained Age and Premium class.

A detailed statement of the method of computing the values of this policy has been filed with the Insurance Department of the state in which this policy is delivered. All policy values equal or exceed those required by the law of that state or jurisdiction.

Transfer Provisions

TRANSFERS

The Owner may make Transfers by Request but no more frequently than every 30 days. The following provisions apply:

(a) While this policy is in force, the Owner, by Request may Transfer all or a portion of the Sub-Account Value among the Investment Divisions and/or Fixed Account currently offered by the Company.

(b) A Transfer out of the Fixed Account may only be made one time during a 365 day period and is limited to the greater of the maximum of 25% of the balance of the Fixed Account or the amount of the Transfer from the previous 365 day period.

(c) A Transfer will be effective upon the Transaction Date.

J355rev2 Page 15

Transfer Provisions (continued)

(d) There is no administrative charge for the first twelve Transfers made in a calendar year. There is a maximum $10 administrative fee for each subsequent Transfer. All Transfers made on a single Transaction Date will be aggregated to count as only one Transfer toward the twelve free Transfers; however, if a one time rebalancing Transfer also occurs on the Transaction Date it will be counted as a separate and additional Transfer.

(e) A loan and a 1035 exchange will both be considered a Transfer.

DOLLAR COST AVERAGING

By Request, the Owner may elect Dollar Cost Averaging in order to purchase accumulation units of the Sub-Accounts over a period of time.

The Owner may Request to automatically Transfer a predetermined dollar amount, subject to the Company’s minimum, at regular intervals from any one or more designated Sub-Accounts to one or more of the remaining, then available, Sub-Accounts. The unit value will be determined on the dates of the Transfers. The Owner must specify the percentage to be Transferred into each designated Sub-Account. Transfers may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated on the Transaction Date one frequency period following the date of the Request. The Company will provide a list of Sub-Accounts eligible for Dollar Cost Averaging which may be modified from time to time. Amounts Transferred through Dollar Cost Averaging are not counted against the twelve free Transfers allowed in a calendar year.

The Owner may terminate Dollar Cost Averaging at any time by Request. Dollar Cost Averaging will terminate automatically when this policy is no longer in force.

THE REBALANCER OPTION

By Request, the Owner may elect the Rebalancer Option in order to automatically Transfer among the Sub-Accounts on a periodic basis. This type of automatic Transfer program automatically reallocates the Sub-Account Value to maintain a particular percentage allocation among Sub-Accounts selected by the Owner. The amount allocated to each Sub-Account will increase or decrease at different rates depending on the investment experience of the Sub-Account.

The Owner may Request that rebalancing occur one time only, in which case the Transfer will take place on the Transaction Date of the Request. This Transfer will count as one Transfer towards the twelve free Transfers allowed in a calendar year.

Rebalancing may also be set up on a quarterly, semiannual, or annual basis, in which case the first Transfer will be initiated on the Transaction Date one frequency period following the date of the Request. On the Transaction Date for the specified Request, assets will be automatically reallocated to the selected funds. Rebalancing will continue on the same Transaction Date for subsequent periods. In order to participate in the Rebalancer Option, the entire Sub-Account Value must be included. Transfers set up with these frequencies will not count against the twelve free Transfers allowed in a calendar year.

The Owner must specify the percentage of Sub-Account Value to be allocated to each Investment Division and the frequency of rebalancing. The Owner may terminate the Rebalancer Option at any time by Request. The Rebalancer Option will terminate automatically when this policy is no longer in force.

Participation in the Rebalancer Option and Dollar Cost Averaging at the same time is not allowed. Participation in the Rebalancer Option does not assure a greater profit, nor will it prevent or necessarily alleviate losses in a declining market. The Company reserves the right to modify, suspend, or terminate the Rebalancer Option at any time.

J355rev2 Page 16

ADJUSTABLE DEATH BENEFIT. Proceeds payable at death are subject to policy provisions. See Death Benefit Provisions. Flexible Premiums payable while the Insured is alive. If no Premiums are paid after the first Premium, or if subsequent Premiums prove to be too low, this coverage may cease prior to age 121. ALL PAYMENTS AND VALUES BASED ON THE INVESTMENT EXPERIENCE OF THE INVESTMENT DIVISIONS ARE VARIABLE, MAY INCREASE OR DECREASE ACCORDINGLY, AND ARE NOT GUARANTEED AS TO AMOUNT. Non-Participating.

CORPORATE HEADQUARTERS – [Greenwood Village, Colorado]

J355rev2 Page 17

EX-99.(H)(50)

FUND PARTICIPATION

AGREEMENT

This AGREEMENT is made this 3^rd day of March, 2012 by and between Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company (the “Insurer”), a life insurance company domiciled in Colorado, on its behalf and on behalf of certain segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Federated Insurance Series (the “Investment Company”), a Massachusetts business trust; and Federated Securities Corp. (the “Distributor”), a Pennsylvania corporation.

WHEREAS, the Investment Company is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Investment Company is authorized to issue separate classes of shares of beneficial interest (“shares”), each representing an interest in a separate portfolio of assets (a “Fund”) and each Fund has its own investment objective, policies, and limitations; and shares of the Funds are registered under the Securities Act of 1933, as amended (“1933 Act”); and

WHEREAS, the Investment Company is available to offer shares of one or more of its Funds to separate accounts of insurance companies that fund variable annuity contracts and variable life insurance policies and to serve as an investment medium for variable annuity contracts and variable life insurance policies offered by insurance companies that have entered into participation agreements substantially similar to this agreement (“Participating Insurance Companies”); and

WHEREAS, the Insurer has issued or will issue variable annuity contracts and variable life insurance policies (“Variable Contracts”) supported wholly or partially by the Separate Accounts; and

WHEREAS, the Separate Accounts are duly established and maintained as segregated asset accounts by the Insurer to set aside and invest assets attributable to the aforesaid Variable Contracts; and

WHEREAS, the Investment Company has obtained an order from the SEC dated December 29, 1993 (File No. 812-8620), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)

(b)(15) thereunder, to the extent necessary to permit shares of the Investment Company to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another (hereinafter the “Mixed and Shared Funding Exemptive Order”); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (“1934 Act”), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Insurer intends to purchase shares of one or more of the Investment Company’s portfolios on behalf of its Separate Accounts to serve as an investment medium for Variable Contracts funded by the Separate Accounts, and the Distributor is authorized to sell shares of the Funds;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth, the parties hereby agree as follows:

1.    SALE OF INVESTMENT COMPANY SHARES

(a) The Distributor agrees to sell to the Insurer those shares of the Funds offered and made available by the Investment Company and identified on Exhibit C that the Insurer orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Investment Company calculates its net asset value pursuant to rules of the SEC (“business day”) at the net asset value determined as described in the Investment Company’s registration statement, next computed after receipt and acceptance by the Investment Company or its agent of the order for the shares of the Investment Company.

(b) The Investment Company agrees to make available on each business day shares of the Funds for purchase at the applicable net asset value per share by the Insurer on behalf of its Separate Accounts; provided, however, that the Board of Trustees of the Investment Company or its designee may refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, or their designee, acting in good faith and in light of the Trustees’ fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Fund.

PGHLIB-2340111.1-GCJONES-999921-50001

(c) The Investment Company and the Distributor agree that shares of the Funds of the Investment Company will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with applicable law. No shares of any Fund will be sold directly to the general public to the extent not permitted by applicable law.

(d) The Investment Company and the Distributor will not sell shares of the Funds to any insurance company or separate account unless an agreement containing provisions substantially the same as the provisions in Section 4 of this Agreement is in effect to govern such sales.

(e) Upon receipt of a request for redemption in proper form from the Insurer, the Investment Company agrees to redeem any full or fractional shares of the Funds held by the Insurer, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Investment Company or its agent of the request for redemption, except that the Investment Company reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with Section 22(e) of the 1940 Act and any rules, regulations or orders thereunder, and the procedures and policies of the Investment Company as described in the current registration statement for the Investment Company.

(f) Any purchase or redemption request for any Fund shares held or to be held in the Insurer’s general account shall be effected at the net asset value per share next determined after the receipt and acceptance of such request by the Investment Company.

(g) The Insurer agrees to purchase and redeem the shares of each Fund in accordance with the provisions of Exhibit B to this Agreement and the current prospectus for the Fund.

(h) Issuance and transfer of shares of the Funds will be by book entry only unless otherwise agreed by the Investment Company. Stock certificates will not be issued to the Insurer or the Separate Accounts unless otherwise agreed by the Investment Company. Shares ordered from the Investment Company will be recorded in an appropriate title for the Separate Accounts or the appropriate sub-accounts of the Separate Accounts.

(i) The Investment Company shall furnish same day notice to the Insurer of any income, dividends or capital gain distributions payable on the shares of the Funds. The Insurer hereby elects to reinvest in the Fund all such dividends and distributions as are payable on a Fund’s shares and to receive such dividends and distributions in additional shares of that Fund. The Insurer reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Investment Company shall notify the Insurer of the number of shares so issued as payment of such dividends and distributions.

(j) The Investment Company shall instruct its recordkeeping agent to advise the Insurer on each business day of the net

asset value per share for each Fund. Neither the Investment Company, any Fund nor the Distributor, nor any of their affiliates shall be liable for any information provided to the Insurer pursuant to this Agreement which information is based on incorrect information supplied by the Insurer or any other Participating Insurance Company to the Investment Company or the Distributor.

2.    REPRESENTATIONS AND WARRANTIES

(a) The Insurer represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it is taxed as an insurance company under Subchapter L of the Internal Revenue Code of 1986, as amended, (the “Code”).

(b) The Insurer represents and warrants that it has legally and validly established each of the Separate Accounts as a segregated asset account under the applicable state Insurance Code, and that each of the Separate Accounts is a validly existing segregated asset account under applicable federal and state law.

(c) The Insurer represents and warrants that the Variable Contracts issued by the Insurer or interests in the Separate Accounts under such Variable Contracts (i) are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively, (ii) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act.

(d) The Insurer represents and warrants that each of the Separate Accounts (i) has been registered as a unit investment trust in accordance with the provisions of the 1940 Act or, alternatively, (ii) has not been registered in proper reliance upon an exclusion from registration under the 1940 Act.

(e) The Insurer represents that it believes, in good faith, that the Variable Contracts issued by the Insurer are currently treated as annuity contracts or life insurance policies (which may include modified endowment contracts), whichever is appropriate, under applicable provisions of the Code.

(f) The Investment Company represents and warrants that it is duly organized as a business trust under the laws of the Commonwealth of Massachusetts, and is in good standing under applicable law.

(g) The Investment Company represents and warrants that the shares of the Funds are duly authorized for issuance in accordance with applicable law and that the Investment Company is registered as an open-end management investment company under the 1940 Act.

(h) The Investment Company represents that it believes, in good faith, that the Funds currently comply with the diversification provisions of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts.

(i) The Distributor represents and warrants that it is a member in good standing of the FINRA and is registered as a broker-dealer with the SEC.

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(j) The Insurer represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Insurer dealing with the money and/or securities of the Separate Accounts are covered by a blanket fidelity bond or similar coverage for the benefit of the Separate Accounts, in an amount not less than the amount that would be required by Rule 17g-l of the 1940 Act or related provisions as may be promulgated from time to time as if the Separate Accounts were subject to such rule. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Insurer agrees to hold for the benefit of the Investment Company and to pay to the Investment Company any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Investment Company pursuant to the terms of this Agreement. The Insurer agrees to make all reasonable efforts to see that this bond or another bond containing there provisions is always in effect, and agrees to notify the Investment Company and the Distributor in the event that such coverage no longer applies.

(k) The Investment Company represents and warrants that all of its trustees, officers, employees, and other individuals or entities dealing with the money and/or securities of the Investment Company are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Investment Company in an amount not less than the minimum coverage as required currently by Rule 17g-l of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

(l) The Insurer acknowledges that, pursuant to Form 24f-2, the Investment Company is not required to pay fees to the SEC for registration of its shares under the 1933 Act with respect to its shares issued to Separate Accounts that are unit investment trusts that offer interests that are registered under the 1933 Act and on which a registration fee has been or will be paid to the SEC (“Registered Separate Accounts”). The Insurer agrees to provide the Investment Company each year within 60 days of the end of the Investment Company’s fiscal year, or when reasonably requested by the Investment Company, information as to the number of shares purchased by Registered Separate Accounts and Separate Accounts the interests of which are not registered under the 1933 Act. The Insurer acknowledges that the Investment Company intends to rely on the information so provided and represents and warrants that such information shall be accurate.

(m) The parties shall each be deemed to repeat all the foregoing representations and warranties made by it at the time of any transaction subject to this Agreement.

3.    GENERAL DUTIES

(a) The Investment Company shall take all such actions as are necessary to permit the sale of the shares of each Fund to the Separate Accounts, including maintaining its registration as an investment company under the 1940 Act, and registering the shares of the Funds sold to the Separate Accounts under the 1933 Act for so long as required by applicable law. The

Investment Company shall amend its Registration Statement filed with the SEC under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of the shares of the Funds. The Investment Company shall register and qualify the shares for sale in accordance with the laws of the various states to the extent deemed necessary by the Investment Company or the Distributor.

(b) The Investment Company shall use its best efforts to maintain qualification of each Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor or similar provision) and shall notify the Insurer immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

(c) The Investment Company shall use its best efforts to enable each Fund to comply with the diversification provisions of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder, and shall notify the Insurer immediately upon having a reasonable basis for believing that any Fund has ceased to comply.

(d) The Insurer shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Variable Contracts issued by the Insurer, including registering each Separate Account as an investment company to the extent required under the 1940 Act, and registering the Variable Contracts or interests in the Separate Accounts under the Variable Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Variable Contracts from state insurance commissioners.

(e) The Insurer shall use its best efforts to maintain the treatment of the Variable Contracts issued by the Insurer as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Investment Company and the Distributor immediately upon having a reasonable basis for believing that such Variable Contracts have ceased to be so treated or that they might not be so treated in the future.

(f) The Insurer shall offer and sell the Variable Contracts issued by the Insurer in accordance with applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the regulations promulgated by the FINRA (“FINRA Conduct Rules”), and state law respecting the offering of variable life insurance policies and variable annuity contracts.

(g) The Distributor shall sell and distribute the shares of the Funds of the Investment Company in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the FINRA Conduct Rules, and state law.

(h) During such time as the Investment Company engages in Mixed Funding or Shared Funding, a majority of the Board of Trustees of the Investment Company shall consist of persons who are not “interested persons” of the Investment Company (“disinterested Trustees”), as defined by Section 2(a)(19) of the 1940 Act and the rules thereunder, and as modified by any

Fund Participation Agreement April 30, 2008 Page 3

applicable orders of the SEC, except that if this provision of this Section 3(h) is not met by reason of the death, disqualification, or bona fide resignation of any Trustee or Trustees, then the operation of this provision shall be suspended (i) for a period of 45 days if the vacancy or vacancies may be filled by the Investment Company’s Board; (ii) for a period of 60 days if a vote of shareholders is required to fill the vacancy or vacancies; or (iii) for such longer period as the SEC may prescribe by order upon application.

(i) The Insurer and its agents will not in any way recommend any proposal or oppose or interfere with any proposal submitted by the Investment Company at a meeting of owners of Variable Contracts (“Variable Contract Owners”) or shareholders of the Investment Company, and will in no way recommend, oppose, or interfere with the solicitation of proxies for Investment Company shares held by Variable Contract Owners, without the prior written consent of the Investment Company, which consent may be withheld in the Investment Company’s sole discretion.

(j) Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

(k) (i) The parties acknowledge that the SEC and the United States Treasury Department have adopted a series of rules and regulations arising out of the USA PATRIOT Act (together with such rules and regulations, the “AML-CIP Regulations”), specifically requiring certain financial institutions, including the Investment Company, Distributor and Insurer, to establish a written anti-money laundering and customer identification program (an “AML-CIP Program”).

(ii) The Investment Company, Distributor and Insurer each represent, warrant and certify that they have established, and covenant that at all times during the existence of this Agreement they will maintain, an AML-CIP Program in compliance with the AML-CIP Regulations.

(iii) Insurer covenants that it will perform all activities, including the establishment and verification of customer identities as required by the AML-CIP Regulations and/or its AML-CIP Program, with respect to all customers on whose behalf Insurer maintains a direct account with the Investment Company.

(iv) The parties agree that (A) accounts in the Investment Company beneficially owned by Insurer’s customers shall be accounts of the Insurer for all purposes under Insurer’s AML-CIP Program and that (B) Insurer’s customers will be customers of Insurer for all purposes under Insurer’s AML-CIP Program.

(1) (i) The parties acknowledge that:

(A) the SEC has adopted Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals who

obtain a financial product or service for personal, family or household use;

(B) Regulation S-P permits financial dealers, such as Insurer and Distributor, to disclose “nonpublic personal information” (“NPI”) of its “customers” and “consumers” (as those terms are therein defined in Regulation S-P) to affiliated and nonaffiliated third parties, without giving such customers and consumers the ability to opt out of such disclosure, for the limited purposes of processing and servicing transactions (17 CFR § 248.14); for specified law enforcement and miscellaneous purposes (17 CFR § 248.15); and to service providers or in connection with joint marketing arrangements (17 CFR § 248.13);

(C) Regulation S-P provides that the right of a customer and consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR § 248.7 and 17 CFR § 248.10 does not apply when the NPI is disclosed to service providers or in connection with joint marketing arrangements, provided the Insurer and third party enter into a contractual agreement that prohibits the third party from disclosing or using the information other than to carry out the purposes for which the Insurer disclosed the information (17 CFR § 248.13);

(D) NPI of Insurer’s consumers and customers that have no independent customer relationship with Distributor may be disclosed to Distributor during the term of the Agreement (“Insurer Customer NPI”);

(E) certain consumers and customers of Insurer may also be consumers and customers of Distributor as fully-disclosed shareholders of Federated mutual funds (“Joint Customer”); and

(F) NPI of Joint Customers may be disclosed and exchanged during the term of this Agreement (“Joint Customer NPI”).

(m) Each party hereby covenants that any Joint Customer NPI which a party receives from the other party will be subject to the following limitations and restrictions:

(i) Each party may redisclose Joint Customer NPI to its own affiliates, who will be limited by the same disclosure and use restrictions that are imposed on the parties under this Agreement; and

(ii) Each party may redisclose and use Joint Customer NPI only as necessary in the ordinary course of business to provide the services identified in this Agreement except as permitted under Regulation S-P and as required by any applicable federal or state law.

(iii) Distributor covenants that:

(A) Distributor may redisclose Insurer Customer NPI to its own affiliates, who will be limited by the same disclosure and use restrictions that are imposed on Distributor under this Agreement; and

Fund Participation Agreement April 30, 2008 Page 4

(B) Distributor may redisclose and use Insurer Customer NPI only as necessary in the ordinary course of business to provide the services identified in this Agreement and to third-party service providers as permitted under Regulation S-P.

(iv) Each party represents and warrants that, in accordance with 17 CFR § 248.30, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:

(A) Insure the security and confidentiality of records and customers’ NPI;

(B) Protect against any anticipated threats or hazards to the security or integrity of customer records and NPI; and

(C) Protect against unauthorized access or use of such customer records or NPI that could result in substantial harm or inconvenience to any customer.

(v) The provisions of Section 3(m) shall survive the termination of the Agreement.

(n) (i) Insurer shall not directly or indirectly offer, adopt, implement, conduct or participate in any program, plan, arrangement, advice or strategy that Distributor or the Investment Company reasonably deem to be harmful to Shareholders or potentially disruptive to the management of the Funds, as communicated to Insurer by Distributor in writing from time to time, or which violates the policies and procedures of the Funds as disclosed in each Fund’s Prospectus; including without limitation, any activity involving market timing, programmed transfer, frequent transfer and similar investment programs. Insurer, at all times during the term of this Agreement, shall have active, formal policies and procedures aimed at deterring “market timers.” Such policies and procedures shall provide for Insurer’s ongoing review of its customers’ account activity and prescribe effective actions to deter or detect and stop disruptive activities. In addition, Insurer shall not knowingly permit any customer to invest in any of the Funds if that customer has been identified to Insurer as a “market timer” by another fund company;

(ii) With respect to Shares held by Insurer on an omnibus basis with the Funds, Insurer shall upon Distributor’s request, promptly provide the Taxpayer Identification Number of each shareholder that purchased, redeemed, transferred or exchanged shares of a Fund and the amount and dates of such shareholder purchases, redemptions, transfers and exchanges; and

(iii) Insurer shall follow Distributor’s instructions to restrict or prohibit further purchases or exchanges of Shares by a shareholder that has been identified by Distributor as having engaged in transactions of Shares (whether directly or through Insurer) that violate the policies and procedures of the Investment Company as disclosed in each Fund’s Prospectus or that are deemed

disruptive to a Fund as determined by Distributor in its sole discretion.

(o) Insurer will forward for processing on each day only those purchase and redemption orders received by Insurer prior to the daily cut-off times disclosed in each Fund’s prospectus. Insurer has, and will maintain at all times during the term of this Agreement, appropriate internal controls for the segregation of purchase and redemption orders received prior to the daily cut-off times disclosed in each Fund’s Prospectus, from purchase and redemption orders received after the daily cut-off times disclosed in each Fund’s prospectus as and to the extent required by the 1940 Act.

(p) Insurer acknowledges that the Funds are only registered for sale in the United States of America and that no action has been taken by or on behalf of Distributor or the Investment Company in any other jurisdiction to permit a public offering or sale of Shares, or the possession or distribution of any Prospectus in any jurisdiction where action for such purposes is required. Insurer agrees not to make the Funds available for sale to persons in any jurisdiction in which such offer is unlawful. Should Insurer undertake to offer and/or sell Shares of the Investment Company in any jurisdiction other than the United States of America, Insurer shall inform itself of, and shall comply with, at its own expense, any and all applicable law and regulation relating thereto, and none of Distributor, the Investment Company, or their respective authorized agents shall have any responsibility or liability in connection therewith. As used herein, “United States of America” shall be deemed to include any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, and any other possession of the United States.

(q) The Insurer agrees that the Investment Company and the Distributor shall bear no responsibility for any act or omission of any fund or portfolio that serves as an investment option under the Variable Contracts other than the Funds hereunder.

(r) (i) The Parties may agree from time to time to set appropriate security procedures and to perform electronically certain of their obligations under this Agreement, including without limitation, the delivery of Disclosure Documents, opening accounts, transmitting purchase, exchange, and redemption orders, and delivering and maintaining shareholder communications.

(ii) Where Insurer (A) has obtained the informed consent of the underlying beneficial owner of an account in the Funds, and (B) is the record owner of such account in the Funds , Insurer hereby consents to the electronic delivery, via Distributor’s website (“Website”), of all Disclosure Documents. Insurer acknowledges that Distributor utilizes portable document format (“PDF”) files for Disclosure Documents on the Website, and that Insurer might incur costs in connection with the delivery of Disclosure Documents (e.g. on-line time). If Insurer does not already have access to the Adobe Acrobat Reader software necessary to view PDF files of Disclosure

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Documents on the Website, Insurer acknowledges that such software can be obtained for free through the Help tab on the Website. Insurer further acknowledges that notice of updates to the Disclosure Documents shall be provided by Distributor, as appropriate, on the account statement that is regularly provided to Insurer.

(iii) Insurer acknowledges and agrees that Distributor (A) offers the Website solely as a convenience on an “as is” and “as available” basis; (B) may discontinue the Website’s availability at any time; and (C) disclaims all express and implied warranties regarding the Website, including without limitation any warranty of merchantability, fitness for a particular purpose, or arising from course of dealing or performance. Insurer further acknowledges and agrees that in no event shall Distributor, any Fund or its officers and directors, or any of their affiliates or employees be liable (in contract, tort, or otherwise) to Insurer, its registered representatives, or third parties for (D) Insurer’s use or non-use of the Website and any data or information in connection therewith; (E) any delay, malfunction, or lack of security associated with, or caused by, the Website; or (F) acts or omissions of third parties, including without limitation any entity which has licensed software or systems to Distributor or any of its affiliates in connection with the Website. Except as strictly necessary pursuant to this Agreement, Insurer shall not make or permit any disclosure or use of the Website or any related documentation or information without Distributor’s prior written consent. Insurer agrees to provide such security necessary to prevent any unauthorized use of the Website. The provisions of this paragraph shall survive the termination of this Agreement.

(iv) As a condition to using the Website, Insurer shall complete and regularly update, or cause the same, all such applications, authorizations, and other documents that may be required from time to time by Distributor and any entity that has licensed software or systems to Distributor in connection with the Website. In addition, Insurer shall immediately notify Distributor if any password issued to Insurer in connection herewith is or may be jeopardized.

(v) Insurer agrees to provide such security as is necessary to prevent any unauthorized use of the Investment Company’s recordkeeping system, accessed via any computer hardware or software provided to Insurer by Distributor. Insurer represents and warrants that it has examined and tested the internal systems that it has developed to support the services outlined in this Agreement and, as of the date of this Agreement, has no knowledge of any situation or circumstance that will inhibit the system’s ability to perform the expected functions or inhibit Insurer’s ability to provide the expected services.

4.    POTENTIAL CONFLICTS

(a) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the parties hereto shall comply with the conditions in this Section 4.

(b) The Investment Company’s Board of Trustees shall monitor the Investment Company for the existence of any material irreconcilable conflict (i) between the interests of owners of variable annuity contracts and variable life insurance policies, and (ii) between the interests of owners of variable annuity contracts and variable life insurance policies issued by different Participating Life Insurance Companies that invest in the Investment Company. A material irreconcilable conflict may arise for a variety of reasons, including: (A) an action by any state insurance regulatory authority; (B) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (C) an administrative or judicial decision in any relevant proceeding; (D) the manner in which the investments of any Fund of the Investment Company are being managed; (E) a difference in voting instructions given by variable annuity and variable life insurance contract owners; or (F) a decision by a Participating Insurance Company to disregard the voting instructions of owners of variable annuity contracts and variable life insurance policies.

(c) The Insurer agrees that it shall report any potential or existing conflicts of which it is aware to the Investment Company’s Board of Trustees. The Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Investment Company is engaged in Mixed Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the Insurer will be responsible for assisting the Board of Trustees of the Investment Company in carrying out its responsibilities under such regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Insurer to inform the Board whenever Variable Contract Owner voting instructions are disregarded. The Insurer shall carry out its responsibility under this Section 4(c) with a view only to the interests of the Variable Contract Owners.

(d) The Insurer agrees that in the event that it is determined by a majority of the Board of Trustees of the Investment Company or a majority of the Investment Company’s disinterested Trustees that a material irreconcilable conflict exists, the Insurer shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees of the Board of the Investment Company), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (i) withdrawing the assets allocable to some or all of the Separate Accounts from the Investment Company or any Fund and reinvesting such assets in a different investment medium, including another portfolio of the Investment Company, or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract Owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners or life insurance contract owners of contracts issued by one or more Participating Insurance Companies), that votes in favor

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of such segregation, or offering to the affected Variable Contract Owners the option of making such a change; and (ii) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Insurer’s decision to disregard Variable Contract Owners’ voting instructions and that decision represents a minority position or would preclude a majority vote, the Insurer shall be required, at the Investment Company’s election, to withdraw the Separate Accounts’ investment in the Investment Company, provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees, and no charge or penalty will be imposed as a result of such withdrawal. These responsibilities shall be carried out with a view only to the interests of the Variable Contract Owners. A majority of the disinterested Trustees of the Investment Company shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Investment Company or its investment adviser or the Distributor be required to establish a new funding medium for any Variable Contract. The Insurer shall not be required by this Section 4(d) to establish a new funding medium for any Variable Contract if any offer to do so has been declined by vote of a majority of Variable Contract Owners materially adversely affected by the material irreconcilable conflict.

(e) The Insurer, at least annually, shall submit to the Investment Company’s Board of Trustees such reports, materials, or data as the Board reasonably may request so that the Trustees of the Investment Company may fully carry out the obligations imposed upon the Board by the conditions contained in the application for the Mixed and Shared Funding Exemptive Order and said reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

(f) All reports of potential or existing conflicts received by the Investment Company’s Board of Trustees, and all Board action will regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict shall be properly recorded in the minutes of the Board of Trustees of the Investment Company or other appropriate records, and such minutes or other records shall be made available to the SEC upon request.

(g) The Board of Trustees of the Investment Company shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications.

(h) The Investment Company and the Insurer agree that if and to the extent Rule 6e-2 or Rule 6e-3(T) under the 1940 Act is amended or if Rule 6e-3 is adopted in final form, to the extent applicable, the Investment Company and the Insurer shall each take such steps as may be necessary to comply with the Rule as amended or adopted in final form. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then this Section 4(h) shall

continue in effect, and the remainder of Section 4 shall no longer apply.

5.    PROSPECTUSES AND PROXY STATEMENTS: VOTING

(a) The Insurer shall distribute such prospectuses, proxy statements and periodic reports of the Investment Company to the owners of Variable Contracts issued by the Insurer as required to be distributed to such Variable Contract Owners under applicable federal or state law.

(b) The Distributor shall provide the Insurer with as many copies of the current prospectus of the Investment Company as the Insurer may reasonably request. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts issued by the Insurer and the current prospectus for the Investment Company, or a document combining the Investment Company prospectus with prospectuses of other funds in which the Variable Contracts may be invested. The Investment Company shall bear the expense of printing copies of its current prospectus that will be distributed to existing Variable Contract Owners, and the Insurer shall bear the expense of printing copies of the Investment Company’s prospectus that are used in connection with offering the Variable Contracts issued by the Insurer.

(c) The Investment Company and the Distributor shall provide, at the Investment Company’s expense, such copies of the Investment Company’s current Statement of Additional Information (“SAI”) as may reasonably be requested, to the Insurer and to any owner of a Variable Contract issued by the Insurer who requests such SAI.

(d) The Investment Company, at its expense, shall provide the Insurer with copies of its proxy statements, periodic reports to shareholders, and other communications to shareholders in such quantity as the Insurer shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Insurer. The Investment Company, at the Insurer’s expense, shall provide the Insurer with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Insurer shall reasonably request for use in connection with offering the Variable Contracts issued by the Insurer. If requested by the Insurer in lieu thereof, the Investment Company shall provide such documentation (including a final copy of the Investment Company’s proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Insurer to print such shareholder communications for distribution to owners of Variable Contracts issued by the Insurer.

(e) It is understood and agreed that, except with respect to information regarding the Investment Company, the Funds, the Distributor, or an investment adviser to the Investment Company or the Funds (“Adviser”) provided in writing by the

Fund Participation Agreement April 30, 2008 Page 7

Investment Company, the Distributor or the Adviser and used in conformity therewith, none of the Investment Company, the Funds, the Distributor, or the Adviser is responsible for the content of the prospectuses or statements of additional information for the Variable Contracts.

(f) As required by the Mixed and Shared Funding Exemptive Order, the Insurer shall be responsible for calculating voting privileges in a manner consistent with other Participating Insurance Companies. Towards this end, the Investment Company agrees to provide written instructions on the calculation of voting privileges, and the Insurer agree to vote consistent with any reasonable standards that the Investment Company may adopt and provide in writing (which writing may consist of the Investment Company’s proxy statement).

(g) For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Insurer shall vote shares of each Fund of the Investment Company held in a Separate Account or a sub-account thereof, whether or not registered under the 1940 Act, at regular and special meetings of the Investment Company in accordance with instructions timely received by the Insurer (or its designated agent) from owners of Variable Contracts funded by such Separate Account or sub-account thereof having a voting interest in the Fund. The Insurer shall vote shares of a Fund of the Investment Company held in a Separate Account or a sub-account thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Insurer (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Fund from whom instructions have been timely received. The Insurer shall vote shares of each Fund of the Investment Company held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Fund held in all Separate Accounts of the Insurer or sub-accounts thereof, in the aggregate.

(h) During such time as the Investment Company engages in Mixed Funding or Shared Funding, the Investment Company shall disclose in its prospectus that (i) the Investment Company is intended to be a funding vehicle for variable annuity and variable life insurance contracts offered by various insurance companies, (ii) material irreconcilable conflicts possibly may arise, and (iii) the Board of Trustees of the Investment Company will monitor events in order to identify the existence of any material irreconcilable conflicts and to determine what action, if any, should be taken in response to any such conflict. The Investment Company hereby notifies the Insurer that prospectus disclosure may be appropriate regarding potential risks of offering shares of the Investment Company to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies.

6. SALES MATERIAL AND INFORMATION

(a) The Insurer shall furnish, or shall cause to be furnished, to the Investment Company or its designee, each piece of sales literature or other promotional material in which the Investment Company (or any Fund thereof) or its investment adviser or the Distributor is named at least 15 days prior to the anticipated use of such material, and no such sales literature or other promotional material shall be used unless the Investment Company and the Distributor or the designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.

(b) The Insurer agrees that neither it nor any of its affiliates or agents shall give any information or make any representations or statements on behalf of the Investment Company or concerning the Investment Company other than the information or representations contained in the Registration Statement or prospectus for the Investment Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Investment Company, or in sales literature or other promotional material approved by the Investment Company or its designee and by the Distributor or its designee, except with the permission of the Investment Company or its designee and the Distributor or its designee.

(c) The Investment Company or the Distributor or the designee of either shall furnish to the Insurer or its designee, each piece of sales literature or other promotional material in which the Insurer or its Separate Accounts are named at least 15 days prior to the anticipated use of such material, and no such material shall be used unless the Insurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.

(d) The Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Insurer or concerning the Insurer, the Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.

(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.

(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum if

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the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions relating to the Investment Company, and all amendments or supplements to any of the above that relate to the Variable Contracts issued by the Insurer or the Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority.

(g) For purposes of this Section 6, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use on the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees.

7.    INDEMINIFICATION

(a) Indemnification by the Insurer

(i) The Insurer agrees to indemnify and hold harmless each of the Investment Company, any affiliated person of the Investment Company within the meaning of Section 2(a)(3) of the 1940 Act, (other than the Insurer), and the Distributor, and each of their trustees/directors and officers, and each person, if any, who controls the Investment Company or the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Investment Company or the Distributor (collectively, the “Indemnified Parties” for purposes of this Section 7(a)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Insurer) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer and:

(A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus (which shall include an offering memorandum) for the Variable Contracts issued by the Insurer or sales literature for such Variable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to

indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Insurer by or on behalf of the Investment Company for use in the registration statement or prospectus for the Variable Contracts issued by the Insurer or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of such Variable Contracts or Investment Company shares; or

(B) arise out of or as a result of any statement or representation (other than statements or representations contained in the registration statement, prospectus or sales literature of the Investment Company not supplied by the Insurer or persons under its control) or wrongful conduct of the Insurer or any of its affiliates, employees or agents with respect to the sale or distribution of the Variable Contracts issued by the Insurer or the Investment Company shares; or

(C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Investment Company or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Investment Company by or on behalf of the Insurer; or

(D) arise out of or result from any material breach of any representation and/or warranty made by the Insurer in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurer;

except to the extent provided in Sections 7(a)(ii) and 7(a)(iii) hereof.

(ii) The Insurer shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Investment Company.

(iii) The Insurer shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Insurer in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Insurer of any such claim shall not relieve the Insurer from any liability

Fund Participation Agreement April 30, 2008 Page 9

which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Insurer shall be entitled to participate, at its own expense, in the defense of such action. The Insurer also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Insurer to such party of the Insurer’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Insurer will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

(iv) The Indemnified Parties shall promptly notify the Insurer of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Investment Company shares or the Variable Contracts issued by the Insurer or the operation of the Investment Company.

(b) Indemnification By the Distributor

(i) The Distributor agrees to indemnify and hold harmless the Insurer and its directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(b)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer and:

(A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Investment Company (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Investment Company or the designee of either by or on behalf of the Insurer for use in the registration statement or prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in

the registration statement or prospectus for the Investment Company or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Insurer or Investment Company shares; or

(B) arise out of or as a result of any statement or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Investment Company or Distributor, or the affiliates, employees, or agents of the Investment Company or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Insurer or Investment Company shares; or

(C) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Variable Contracts issued by the Insurer, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurer by or on behalf of the Investment Company; or

(D) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor;

except to the extent provided in Sections 7(b)(ii) and 7(b)(iii) hereof.

(ii) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts.

(iii) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party

Fund Participation Agreement April 30, 2008 Page 10

against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at is own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expense subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

(iv) The Insurer shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the operation of the Separate Accounts.

(c) Indemnification by the Investment Company

(i) The Investment Company agrees to indemnify and hold harmless the Insurer, and its directors and officers and each person, if any, who controls the Insurer within the meaning of Section 15 of the 1933 Act or who is under common control with the Insurer (collectively, the “Indemnified Parties” for purposes of this Section 7(c)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Investment Company’s shares or the Variable Contracts issued by the Insurer and arise out of or result from any material breach of any representation and/or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company,

except to the extent provided in Sections 7(c)(ii) and 7(c)(iii) hereof.

(ii) The Investment Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Indemnified Party’s duties or by reason of the Indemnified Party’s reckless disregard of obligations or duties under this Agreement or to the Insurer or the Separate Accounts.

(iii) The Investment Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such party shall have notified the Investment Company in writing within a reasonable time after the summons or other first legal

process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Investment Company of any such claim shall not relieve the Investment Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Investment Company will be entitled to participate, at its own expense, in the defense thereof. The Investment Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Investment Company to such party of the Investment Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Investment Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

(iv) The Insurer shall promptly notify the Investment Company of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Insurer or the sale of the Investment Company’s shares.

8.    APPLICABLE LAW

(a) This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania.

(b) This Agreement shall be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order), and the terms hereof shall be interpreted and construed in accordance therewith.

9.    TERMINATION

(a) This Agreement shall terminate:

(i) at the option of any party upon 180 days advance written notice to the other parties; or

(ii) at the option of the Insurer, immediately upon written notice, if shares of the Funds are not reasonably available to meet the requirements of the Variable Contracts issued by the Insurer, as determined by the Insurer, and upon prompt notice by the Insurer to the other parties; or

(iii) at the option of the Investment Company or the Distributor, immediately upon written notice, upon institution of formal proceedings against the Insurer or its agent by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body

Fund Participation Agreement April 30, 2008 Page 11

regarding the Insurer’s duties under this Agreement or related to the sale of the Variable Contracts issued by the Insurer, the operation of the Separate Accounts, or the purchase of the Investment Company shares; provided, however, that the Investment Company or the Distributor has determined in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Insurer to perform its obligations under this Agreement, including as a result of material adverse publicity, or

(iv) at the option of the Insurer, immediately upon written notice, upon institution of formal proceedings against the Investment Company or the Distributor by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body; provided, however, that the Insurer determined in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Distributor or the Investment Company to perform its obligations under this Agreement, including as a result of material adverse publicity; or

(v) upon requisite vote of the Variable Contract Owners having an interest in the Separate Accounts (or any sub-accounts thereof) to substitute the shares of another investment company for the corresponding shares of the Investment Company or a Fund in accordance with the terms of the Variable Contracts for which those shares had been selected or serve as the underlying investment media; or

(vi) at the option of any party to the Agreement, immediately upon written notice, in the event any of the shares of a Fund are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Variable Contracts issued or to be issued by the Insurer; or

(vii) at the option of any party to the Agreement, immediately upon written notice, in the event of a determination by a majority of the Trustees of the Investment Company, or a majority of its disinterested Trustees, that an irreconcilable conflict, as described in Section 4 hereof, exists; or

(viii) at the option of the Insurer, immediately upon written notice, if the Investment Company or a Fund fails to meet the requirements under Subchapter M of the Code for qualification as a Regulated Investment Company specified in Section 3(b) hereof or the diversification requirements specified in Section 3(c) hereof; or

(ix) at the option of the Investment Company or the Distributor, immediately upon written notice, in the event that any or all Variable Contracts fail to meet the qualifications specified in Sections 3(d) and 3(e) hereof; or

(x) at the option of the Investment Company or the Distributor, upon 30 days’ written notice, if the Investment Company or the Distributor shall determine,

in its sole judgment exercised in good faith, that the Insurer has suffered a material adverse change in its business operations, financial condition, or prospects since the date of this Agreement or is subject of material adverse publicity; or

(xi) at the option of the Insurer, upon 30 days’ written notice, if the Insurer shall determine, in its sole judgment exercised in good faith, that the Investment Company or the Distributor has suffered a material adverse change in its business operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(xii) at the option of the Insurer upon the Investment Company’s or Distributor’s material breach of any provision of this Agreement, upon 30 days’ written notice and the opportunity to cure within such notice period; or

(xiii) at the option of the Investment Company or the Distributor upon the Insurer’s material breach of any provision of this Agreement, upon 30 days’ written notice and the opportunity to cure within such notice period; or

(xiv) at the option of any party to the Agreement, immediately upon written notice, if the Board of Trustees of the Investment Company has decided to (A) refuse to sell shares of any Fund to the Insurer and/or any of its Separate Accounts; (B) suspend or terminate the offering of shares of any Fund; or (C) dissolve or liquidate the Investment Company or any Fund.

(b) Each party to this Agreement shall promptly notify the other parties to the Agreement of the institution against such party of any such formal proceedings as described in Sections 9(a) (iii) and (iv) hereof. The Insurer shall give 60 days prior written notice to the Investment Company of the date of any proposed vote of Variable Contract Owners to replace the Investment Company’s shares as described in Section 9(a)(v) hereof.

(c) The Investment Company and the Distributor acknowledge that the Insurer may have the right to substitute shares of other securities for shares of the Funds under certain circumstances. The Insurer agrees not to exercise this right until after at least 60 days’ written notice to the Investment Company and the Distributor. In the event that the Insurer exercises its right to substitute shares of other securities for shares of the Funds, the Insurer shall furnish, or shall cause to be furnished, to the Investment Company and the Distributor, or their designees, any application for an order seeking approval of the substitution or any other written material related to such substitution, including the notice of the substitution to be sent to Variable Contract Owners, at least 15 days prior to the filing or delivery of such application or written material with the SEC or any other regulatory body or entity or to Variable Contract Owners. If, in any such application or other written material, the Investment Company (or any Fund thereof) or its investment adviser or the Distributor is named, no such application or other written material shall be filed or delivered unless the Investment Company and the Distributor, or the designee of either,

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approve the material or do not respond with comments on the material within 10 days from receipt of the material.

(d) (i) Notwithstanding any termination of this Agreement, and except as provided in Section 9(e), the Investment Company and the Distributor shall, at the option of the Insurer, continue, until the one year anniversary from the date of termination, and from year to year thereafter if deemed appropriate by the Investment Company and the Distributor, to make available additional shares of the Investment Company pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, based on instructions from the owners of the Existing Contracts, the Separate Accounts shall be permitted to reallocate investments in the Funds of the Investment Company and redeem investments in the Funds, and shall be permitted to invest in the Funds in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts.

(ii) Insurer agrees, promptly after any termination of this Agreement, to take all steps necessary to redeem the investment of the Separate Accounts in the Funds within one year from the date of termination of the Agreement as provided in Section 9. Such steps shall include, but not be limited to, obtaining an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for the shares of the Funds. The Investment Company or the Distributor may, in their discretion, permit the Separate Accounts to continue to invest in the Funds beyond such one year anniversary for an additional year beginning on the first annual anniversary of the date of termination, and from year to year thereafter; provided that the Investment Company or the Distributor agrees in writing to permit the Separate Accounts to continue to invest in the Funds prior to the beginning of any such year.

(e) In the event (i) the Agreement is terminated pursuant to Sections 9(a) (vii) or (ix), at the option of the Investment Company or the Distributor; or (ii) the one year anniversary of the termination of the Agreement is reached or, after waiver as provided in Section 9(d), such subsequent anniversary is reached (each of (i) and (ii) referred to as a “triggering event” and the date of termination as provided in (i) or the date of the anniversary as provided in (ii) referred to as the “request date”), the parties agree that such triggering event shall be considered as a request for immediate redemption of shares of the Funds held by the Separate Accounts, received by the Investment Company as of the request date, and the Investment Company agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and the Investment Company’s registration statement.

(f) If this Agreement terminates, the parties agree that Section 7 and Sections 3(a)(j), 8(a) and 8(b), and, to the extent that all or a portion of the assets of the Separate Accounts continue to be invested in the Investment Company or any

Fund of the Investment Company, Sections 1, 2, 3, and 4 and Sections 5(f), 5(g) and 5(h) will remain in effect after termination.

10.    NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Investment Company:

Federated Insurance Series

4000 Ericsson Drive

Warrendale, PA 15086-7561

Attn.: John W. McGonigle

If to the Distributor:

Federated Securities Corp.

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

Attn.: John W. McGonigle

If to Contract Administration:

Contract Administration

Federated Investors

4000 Ericsson Drive

Warrendale, PA 15086-7561

Unless otherwise notified in writing, all notices to Insurer shall be given or sent to the address shown on the signature page of this Agreement.

11.    MISCELLANEOUS

(a) A copy of the Investment Company’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that any agreements that are executed on behalf of the Investment Company by any Trustee or officer of the Investment Company are executed in his or her capacity as Trustee or officer and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Investment Company and shall not be binding upon any Trustee, officer or shareholder of the Investment Company individually. No Fund shall be liable for any obligations properly attributable to any other Fund.

(b) Nothing in this Agreement shall impede the Investment Company’s Trustees or shareholders of the shares of the Investment Company’s Funds from exercising any of the rights provided to such Trustees or shareholders in the Investment Company’s Declaration of Trust, as amended, a copy of which will be provided to the Insurer upon request.

(c) Administrative services to Variable Contract Owners shall be the responsibility of Insurer. Insurer, on behalf of its separate accounts will be the sole shareholder of record of Investment Company shares. Investment Company and Distributor recognize that they will derive a substantial savings in administrative expense by virtue of having a sole

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shareholder rather than multiple shareholders. In consideration of the administrative savings resulting from having a sole shareholder rather than multiple shareholders, with respect to share held in sub-accounts for which Insurer provides administrative services, Distributor agrees to pay to Insurer an amount computed at an annual rate equal to the percentage of average daily net asset value set forth in Exhibit C to this Agreement. These payments to Insurer are for administrative services only and do not constitute payment in any manner for any other service. Insurer agrees to disclose the receipt of administrative fees pursuant to this Agreement to Variable Contract Owners to the extent required by law.

(d) The Investment Company reserves the right, upon written notice to the Insurer (given at the earliest practicable time), to take all actions, including, but not limited to, the dissolution, reorganization, liquidation, merger or sale of all assets of the Investment Company or any Fund upon the sole authorization of the Board of Trustees, acting in good faith.

(e) It is understood that the name “Federated” or any derivative thereof or logo associated with that name is the valuable property of the Distributor and its affiliates, and that the Insurer has the right to use such name (or derivative or logo) only so long as this Agreement is in effect. Upon termination of this Agreement the Insurer shall forthwith cease to use such name (or derivative or logo).

(f) The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

(g) This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

(h) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

(i) This agreement may not be assigned by any party to the Agreement except with the written consent of the other parties to the Agreement.

(j) Except as provided in this paragraph 11(j), this Agreement may be amended only by a writing signed by both parties. Distributor may amend Exhibit C from time to time by posting an amended Exhibit C on Distributor’s website. Any such amendment shall be effective as of the date indicated on the amended Exhibit C. Insurer may amend Exhibit A by mailing the amended Exhibit A to Federated Contract Administration at the address set forth above. Any such amendment shall be effective as of the earlier of (i) its receipt by Distributor or (ii) the date indicated on the amended Exhibit A.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Fund Participation Agreement April 30, 2008 Page 14

Fund Participation Agreement April 30, 2008 Page 15

Exhibit A

INSURER SEPARATE ACCOUNTS

COLI VUL 2 of GWLA

COLI VUL 2 of FGWLA

COLI VUL 4 of GWLA

COLI VUL 4 of FGWLA

Future Funds Series Account

Fund Participation Agreement

April 30, 2008

EXHIBIT C-l

Exhibit B

OPERATIONAL PROCEDURES

(a) Insurer shall, on behalf of the Investment Company, receive instructions from the Separate Accounts for acceptance prior to the Close of Trading on each Business Day. Insurer shall, upon its acceptance of any such instructions, communicate such acceptance to the Separate Accounts.

(b) Insurer or its designee shall communicate to investment Company, by means of electronic transmission or other mutually acceptable means, a report of Insurer’s trading activity in each of the Funds for the most recent Business Day in accordance with each Fund’s prospectus. However, if Insurer will be communicating such information after the Close of Trading, then the Insurer shall be considered the Investment Company’s agent for purposes of Rule 22c-1 of the Investment Company Act of 1940, as amended. To the extent that each of the parties is a member of, and/or has access to, the National Securities Clearing Corporation’s (“NSCC”) systems and services, including Fund/SERV and Networking, the parties agree to utilize such services for all transactions contemplated hereunder and agree that all such dealings and transactions shall be processed in accordance with, and governed by, the NSCC’s Rules and Procedures (as the same may be amended from time to time) and the Networking Agreement executed by each such party. In the event of the unavailability of the NSCC at any time, the following procedures shall apply:

(i) The Investment Company shall use its best efforts to provide information listed in Sections l (i) and l (j) of the Agreement to Insurer by means of electronic transmission or other mutually acceptable means by 7:00 p.m. Eastern Time on each Business Day.

(ii) Insurer or its designee shall communicate to the Investment Company, by means of electronic transmission or other mutually acceptable means, a report of Insurer’s trading activity in each of the Funds for the most recent Business Day (“Trade Date”) by 9:00 a.m. Eastern Time on the Business Day following the Trade Date (“Settlement Date”). The number of shares to be purchased or redeemed shall be

determined based upon the net asset value at the Close of Trading on the Trade Date, provided that, if the Fund receives the trading information called for by this sub-paragraph after 9:00 a.m. Eastern Time on a Settlement Date, the Investment Company shall use its best efforts to enter the Insurer’s purchase or redemption order at the net asset value at the Close of Trading on the Trade Date, but if Investment Company is unable to do so, the transaction shall be entered at the net asset value next determined after the Investment Company receives the trading information.

(iii) In the event there is a net purchase in any Fund, Insurer or its designee shall exercise its best efforts to direct wire payment in the dollar amount of the net purchase to be received by the Investment Company by the close of the Federal Reserve Wire Transfer System on the Settlement Date. If the wire is not received by the Investment Company by such time, and such delay was not caused by the negligence or willful misconduct of the Investment Company, the Investment Company shall be entitled to receive from Insurer the dollar amount of any overdraft plus any associated bank charges incurred.

(iv) In the event there is a net redemption in any Fund, the Investment Company shall wire the redemption proceeds to the Insurer’s custodial account, or to the designated depository for the Insurer, specified by Insurer or its designee. If the Investment Company receives the redemption information by 9:00 a.m. Eastern Time on the Settlement Date, the redemption proceeds shall be wired so as to be received on the Settlement Date. If the Investment Company receives the redemption information after that time, the Investment Company shall use its best efforts to wire the redemption proceeds so that they are received by the Close of

Fund Participation Agreement

April 30, 2008

EXHIBIT B-l

Trading on the Settlement Date, but if the Investment Company is unable to do so, the redemption proceeds shall be wired so as to be received by the Close of Trading on the Business Day following the Settlement Date. If the wire is not received by the time specified in this sub-paragraph, and such delay was not caused by the negligence or willful misconduct of Insurer or its designee, Insurer or Insurer’s designee shall be entitled to receive from the Investment Company the dollar amount of any overdraft plus any associated bank charges incurred; provided, however, that if the delay was due to factors beyond the control of the Investment Company and its subsidiaries, the Investment Company shall not be liable for any overdraft or any associated bank charges incurred.

(v) If the dollar amount of the redemption proceeds wired by the Investment Company exceeds the amount that should have been transmitted, Insurer shall use its best efforts to have such excess amount returned to the Investment Company as soon as possible.

(c) All wire payments referenced in this Agreement shall be transmitted via the Federal Reserve Wire Transfer System. Notwithstanding any other provision of this Agreement, in the event that the Federal Reserve Wire Transfer System is closed on any Business Day, the duties of the Investment Company, Insurer, and their designees under this Agreement shall be suspended, and shall resume on the next Business Day that the Federal Reserve Wire Transfer System is open as if such period of suspension had not occurred.

(d) In the event (i) a Fund is required (under the then prevailing pricing error guidelines of the Investment Company) to recalculate purchases and Redemptions of Shares held in Insurer’s account due to an error in calculating the net asset value of such class of Shares (a “NAV Error”) or (ii) there is a dividend rate error with respect to any Fund held in Insurer’s account (a “Rate Error”; Rate Error and NAV Error individually and collectively shall be referred to as a “Pricing Error”):

(A) The Investment Company shall promptly notify Insurer in writing of the Pricing Error, which written notice shall identify the class of Shares, the Business Day(s) on which the Pricing Error(s) occurred and the corrected net asset value of the Shares on each Business Day.

(B) Upon such notification, Insurer shall promptly determine, for all Separate Accounts which purchased or redeemed Shares on each Business Day on which a Pricing Error occurred, the correct number of Shares purchased or redeemed using the corrected price and the amount of transaction proceeds actually paid or received. Following such determination, the Insurer shall adjust the number of Shares held in each Separate Account to the extent necessary to reflect the correct number of Shares purchased or redeemed for the Separate Account. Following such determination, Insurer shall notify the Fund of the net changes in transactions for the relevant Separate Account and the Fund shall adjust the Separate Account accordingly.

(C) If, after taking into account the adjustments required by subparagraph (d)(B), Insurer determines that some Separate Account customers were still entitled to additional redemption proceeds (a “Redemption Shortfall”), it shall notify the Investment Company of the aggregate amount of the Redemption Shortfalls and provide supporting documentation for such amount. Upon receipt of such documentation, the Investment Company shall cause the relevant Fund to remit to Insurer additional redemption proceeds in the amount of such Redemption Shortfalls and Insurer shall apply such funds to payment of the Redemption Shortfalls.

(D) If, after taking into account the adjustments required by subparagraph (d)(B), Insurer determines that a Separate Account customer still received excess redemption proceeds (a “Redemption Overage”), Insurer shall use its best efforts to collect the balance of such Redemption Overage from such Separate Account. In no event, however, shall Insurer be liable to the Investment Company or any Fund for any Redemption Overage. Nothing in this subparagraph (d) shall be deemed to limit the right of any Fund to recover any Redemption Overage directly or to be indemnified by any party for losses arising from a Pricing Error.

Fund Participation Agreement

April 30, 2008

EXHIBIT B-2

EXHIBIT C TO

FUND PARTICIPATION AGREEMENT

As of November 1, 2007

The following lists the Funds and Shares subject to the Fund Participation Agreement and the compensation payable to Insurer pursuant to the Fund Participation Agreement. Administrative Service Fees are paid at an annual rate on the average net asset value of shares held in Fund accounts attributed to Insurer pursuant to the Fund Participation Agreement, so long as the average net asset value of shares in any such Fund accounts during the period is at least $100,000, except as otherwise noted herein. A Fund marked with an asterisk (*) does not offer separate classes of shares but is subject to the same fee rates listed for the class that the Fund is grouped under. Each Fund’s prospectus shall control in case of any conflict with this Schedule.

CLASS P SHARES

ADMINISTRATIVE SERVICE FEE: 0.25 % 

FUND NAME	SERIES
	Federated Insurance Series Federated American Leaders Fund II
	Federated Capital Appreciation Fund II
	Federated Capital Income Fund II *
	Federated Equity Income Fund II *
	Federated Fund for U.S. Government Securities II *
	Federated High Income Bond Fund II
	Federated Kaufmann Fund II
	Federated Mid Cap Growth Strategies Fund II *
	Federated Prime Money Fund II *
	Federated Quality Bond Fund II
	Federated Total Return Bond Fund II *

CLASS SS SHARES

ADMINISTRATIVE SERVICE FEE: 0.25 % 

FUND NAME	SERIES
	Federated Insurance Series Federated American Leaders Fund II
	Federated Capital Appreciation Fund II
	Federated High Income Bond Fund II
	Federated Kaufmann Fund II
	Federated Market Opportunity Fund II
	Federated Quality Bond Fund II

Fund Participation Agreement

April 30, 2008

EXHIBIT C-l

EX-99.(H)(51)

FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT

THIS FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT (“Amendment’”) is by and between Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company (collectively, “Insurer”). GWFS Equities, Inc., Federated Insurance Series (“Investment Company”) and Federated Securities Corp. (“Distributor”).

W I T N E S S E T H:

WHEREAS, Insurer, Investment Company and Distributor are parties to that certain Fund Participation Agreement (the “Agreement”) of even date herewith;

WHEREAS, Insurer, Investment Company and Distributor desire to amend the Agreement subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. The preamble to the Agreement is hereby deleted in its entirety and replaced with the following:

This AGREEMENT is made this 3^rd day of March, 2012, by and between Great-West Life & Annuity Insurance Company, a life insurance company domiciled in Colorado, and First Great-West Life & Annuity Insurance Company, a life insurance company domiciled in New York (collectively referred to as the “Insurer”), on their behalf and on behalf of certain segregated asset accounts of the Insurer listed on Exhibit A to this Agreement (the “Separate Accounts”); Federated Insurance Series (the “Investment Company”), a Massachusetts business trust; and Federated Securities Corp. (the “Distributor”), a Pennsylvania corporation.

2. The following language is added after the word “Insurer” in the last recital:

    , through its registered broker-dealer subsidiary, GWFS Equities, Inc.,

3. The following language is added after the last sentence of Section 2(k):

The Investment Company agrees to hold for the benefit of the Insurer and to pay to the Insurer any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Insurer pursuant to the terms of this Agreement. The Investment Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Insurer in the event that such coverage no longer applies.

4. The second sentence of Section 2(1) is hereby deleted in its entirety and replaced with the following:

The Insurer agrees to provide the Investment Company each year upon reasonable

US_ACTIVE-104801983.7

request by the Investment Company information as to the number of shares purchased by Registered Separate Accounts and Separate Accounts the interests of which are not registered under the 1933 Act.

5. The last sentence of Section 3(n)(i) is hereby deleted in its entirety and replaced with the following:

In addition, Insurer shall not knowingly permit any customer to invest in any of the Funds if that customer has been identified to Insurer as a “market timer” by the Funds;

6. Section 3(r)(ii) through Section 3(r)(v) are hereby deleted in their entirety.

7. The following language is added to the first sentence of Section 5(a) after the word “prospectuses”:

(including summary prospectuses, if applicable)

8. The first word in Section 6(f) is hereby deleted in its entirety and the following language is added:

Upon request, the

9. Section 9(c) is deleted in its entirety and replaced with the following:

The Investment Company and the Distributor acknowledge that the Insurer may have the right to substitute shares of other securities for shares of the Funds under certain circumstances. The Insurer agrees not to exercise this right until after at least 60 days’ written notice to the Investment Company and the Distributor. In the event that the Insurer exercises its right to substitute shares of other securities for shares of the Funds, the Insurer shall furnish, or shall cause to be furnished, to the Investment Company and the Distributor, or their designees, any application for an order seeking approval of the substitution or any other written material related to such substitution, including the notice of the substitution to be sent to Variable Contract Owners, if in any such application or notice or other written material, the Investment Company (or any Fund thereof) or its investment adviser or the Distributor is named, at least 15 days prior to the filing or delivery of such application or written material with the SEC or any other regulatory body or entity or to Variable Contract Owners. Further, for the sole purpose of determining the accuracy of information pertaining to the Investment Company, its investment adviser or Distributor, no such application or other written material shall be filed or delivered unless the Investment Company and the Distributor, or the designee of either, approve the material (which such approval will not be unreasonably withheld) or do not respond with comments on the material within 10 days from receipt of the material.

10. Section 9(d)(ii) is deleted in its entirety and replaced with the following:

If the Agreement is terminated at the option of the Investment Company or the Distributor pursuant to Sections 9(a) (iii), (vi), (vii), (ix), (x) or (xiii) (“for cause”), the Parties acknowledge that Investment Company and Distributor shall not make

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available additional shares of the Investment Company to any Existing Contracts and the Insurer agrees, promptly after such termination for cause to take all steps reasonably necessary to redeem the investment of the Separate Accounts in the Funds within one year from the date of such termination of the Agreement.

11. Section 9(e) is deleted in its entirety.

12. The second sentence of Section 11(j) is hereby deleted in its entirety and replaced with the following:

Distributor may amend Exhibit C from time to time by posting an amended Exhibit C on Distributor’s website and will promptly provide written notification of such posting to Insurer of publication of an amended Exhibit C.

13. The period after the last sentence of Section (b)(iii) of Exhibit B, Operational Procedures, is hereby deleted in its entirety and replaced with the following language:

; provided, however, that if the delay was due to factors beyond the control of the Insurer and its subsidiaries, the Insurer shall not be liable for any overdraft or any associated bank charges incurred.

14. A new section (iv) will be added after Section (b)(iii) of Exhibit B, Operational Procedures, and the remainder of the exhibit will be renumbered accordingly. The new section will contain the following language:

(iv) If the dollar amount of the purchase proceeds wired by the Insurer exceeds the amount that should have been transmitted, Investment Company shall use commercially reasonable efforts to have such excess amount returned to the Insurer as soon as possible.

15. The second sentence of the new Section (b)(v) of Exhibit B, Operational Procedures, is hereby deleted in its entirety and replaced with the following language:

If the Investment Company receives the redemption information by 9:00 a.m. Eastern Time on the Settlement Date, the redemption proceeds shall be wired so as to be received by the Insurer by the close of the Federal Reserve Wire Transfer System on the Settlement Date.

16. The first sentence in Section (d)(ii)(D) of Exhibit B, Operational Procedures, is hereby deleted in its entirety and replaced with the following language:

If, after taking into account the adjustments required by subparagraph (d)(B), Insurer determines that a Separate Account customer still received excess redemption proceeds (a “Redemption Overage”), Insurer shall use commercially reasonable efforts to collect the balance of such Redemption Overage from such Separate Account.

17. Unless otherwise specified, capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Agreement.

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18. All references in the Agreement to the “Agreement” shall be deemed to be references to the Agreement, as amended hereby.

19. Except as expressly provided herein, the Agreement shall remain in full force and effect without any modification, amendment or change. This Amendment does not relieve any party from any obligations under the Agreement. This Amendment supersedes any prior agreement between the parties relating to the Agreement.

20. If any term, provision, covenant or condition of this Amendment, or any application hereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants, and conditions of this Amendment, and all applications hereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby, provided that the invalidity, voidness or unenforceability of such term, provision, covenant or condition does not materially impair the ability of the parties hereto to consummate the transactions contemplated hereby.

[Remainder of page intentionally left blank]

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21. This Amendment shall be effective upon the date signed by Distributor.

IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth below by a duly authorized officer of each party.

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EX-99.(N)(1)

Exhibit (n)(1)

Jorden Burt LLP
1025 Thomas Jefferson Street, N.W. Suite 400 East Washington, D.C. 20007-5208 (202) 965-8100 Fax: (202) 965-8104	777 Brickell Avenue, Suite 500 Miami, Florida 33131-2803 (305) 371-2600 Fax: (305) 372-9928
	175 Powder Forest Drive Suite 301 Simsbury, CT 06089-9658 (860) 392-5000 Fax: (860) 392-5058

April 26, 2012

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

Re: COLI VUL-2 Series Account

Post-Effective Amendment No. 25 to Registration Statement on Form N-6

File Nos. 333-70963 and 811-09201

Ladies and Gentlemen:

We have acted as counsel to Great-West Life & Annuity Insurance Company, a Colorado corporation, regarding the federal securities laws applicable to the issuance and sale of the policies described in the above-referenced registration statement. We hereby consent to the reference to our name under the caption “Legal Matters” in the prospectus filed as part of the above-referenced registration statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/Jorden Burt LLP

Jorden Burt LLP

JORDEN BURT LLP

www.jordenusa.com

EX-99.(N)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 25 to Registration Statement No. 333-70963 of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company on Form N-6 of our report dated April 13, 2012 on the financial statements of each of the investment divisions of COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company and of our report dated February 29, 2012 on the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries, both appearing in the Statement of Additional Information which is part of such Registration Statement.

We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

April 26, 2012