S-1/A

As filed with the Securities and Exchange Commission on November 17, 2011

Registration No. 333-175423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1

FORM S-1

Registration Statement

Under

The Securities Act of 1933

Great-West Life & Annuity Insurance Company

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

Approximate date of commencement of proposed sale to the public: Continuously on and after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	x  (Do not check if a smaller reporting company)	Smaller Reporting Company	¨

CALCULATION OF REGISTRATION FEE

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

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

** The registrant previously registered $50,000,000 and paid a $5,805 registration fee in connection with the filing of its Form S-1 registration statement filed with the Securities and Exchange Commission on July 8, 2011.

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

Great-West SecureFoundation^SM

Group Fixed Deferred Annuity Certificate

Issued by:

8515 East Orchard Road

Greenwood Village, CO 80111

Tel. (877) 925-0501

[December     , 2011]

This prospectus describes the Great-West SecureFoundation^SM Group Fixed Deferred Annuity Certificate (the “Certificate”) issued by Great-West Life & Annuity Insurance Company. The Certificate may be purchased as part of a retirement account or as part of a non-retirement account that purchases shares of the Maxim SecureFoundation^SM Balanced ETF Portfolio or any other fund that is approved by Great-West Life & Annuity Insurance Company (the “Covered Fund”). The Certificate provides for guaranteed income for the life of a designated person based on the Certificate Owner’s investment in the Covered Fund, provided all conditions specified in the Certificate are met, regardless of how long the designated person lives or the actual performance or value of the Covered Fund. The Certificate has no cash value and no surrender value. The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way.

Prospective purchasers may apply to purchase a Certificate through GWFS Equities, Inc. (“GWFS Equities”), the principal underwriter for the Certificates or other broker-dealers that have entered into a selling agreement with GWFS Equities. GWFS Equities will use its best efforts to sell the Certificates, but is not required to sell any specific number or dollar amount of Certificates.

This prospectus provides important information that a prospective purchaser of a Certificate should know before investing. Please retain this prospectus for future reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.

The Certificate:

• Is NOT a bank deposit

• Is NOT FDIC insured

• Is NOT insured or endorsed by a bank or any government agency

• Is NOT available in every state

The purchase of the Certificate is subject to certain risks. See Risk Factors on page 5. The Certificate is novel and innovative. While the Internal Revenue Service has recently issued favorable private letter rulings concerning products similar to the Certificate, these rulings are not binding on the Internal Revenue Service with respect to the Certificate. You should consult a tax advisor before you purchase a Certificate. Please see Taxation of the Certificate on page 29 for more information.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

SUMMARY	1
Preliminary Note Regarding Terms Used in This Prospectus.	1
What is the Certificate?	2
How much will your Certificate cost?	2
Can you cancel your Certificate?	3
What protection does the Certificate provide?	3
How does your Certificate work?	3
How do you purchase a Certificate?	4
What is the Designated Investment Option?	4
Is the Certificate right for you?	4
RISK FACTORS	5
THE CERTIFICATE	7
INVESTMENT OPTIONS – THE COVERED FUND	7
MAXIM SECUREFOUNDATIONSM BALANCED ETF PORTFOLIO	7
Investment Objective.	8
Principal Investment Strategies.	8
ADDING AND REMOVING COVERED FUNDS	8
ROLLOVERS AND ACCOUNT TRANSFERS	8
THE ACCUMULATION PHASE	8
Covered Fund Value.	9
Benefit Base.	9
Subsequent Certificate Contributions to Your Account.	10
Ratchet Date Adjustments to the Benefit Base.	10
Excess Withdrawals During the Accumulation Phase.	10
Types of Excess Withdrawals.	11
Fees Associated with the Investment Portfolio.	11
Treatment of a Distribution During the Accumulation Phase.	11
Death During the Accumulation Phase.	12
(a)   Qualified Certificates	12
(b)   Nonqualified Certificates	12
THE GAW PHASE	12
Installments.	13
Calculation of Installment Amount.	13
Installment Frequency Options.	14
Lump Sum Distribution Option.	15
Suspending and Re-Commencing Installments After a Lump Sum Distribution.	15
Annual Review of Your GAW%.	15
Types of Excess Withdrawals.	17
Fees Associated with the Investment Portfolio.	17

Effect of Excess Withdrawals During the GAW Phase.	17
Death During the GAW Phase.	18
(a)   Qualified Certificates	18
(b)   Nonqualified Certificates	18
THE SETTLEMENT PHASE	19
EXAMPLES OF HOW THE CERTIFICATE WORKS	19
GUARANTEE BENEFIT FEE	22
Will you pay the same amount (in dollars) for the Withdrawal Guarantee every quarter?	23
DIVORCE PROVISIONS UNDER THE CERTIFICATE	24
Divorce provisions for Qualified Certificates	24
(a)       Divorce During the Accumulation Phase	24
(b)       Divorce During the GAW Phase	24
(c)       Divorce During the Settlement Phase	25
Divorce provisions for Nonqualified Certificates	25
(a)       Divorce During the Accumulation Phase	25
(b)       Divorce During the GAW Phase	25
(c)       Divorce During the Settlement Phase	26
EFFECT OF ANNUITIZATION	26
Election of Annuity Options.	26
TERMINATION OF THE GROUP CONTRACT	27
If the Group Contract Owner Terminates the Group Contract.	27
If Great-West Terminates the Group Contract.	27
Other Termination.	27
TERMINATION OF THE CERTIFICATE	27
MISCELLANEOUS PROVISIONS	28
Periodic Communications to Certificate Owners.	28
Amendments to the Group Contract and Certificate.	28
Successor Trustee.	28
Assignment.	28
Cancellation.	28
Misstatements.	28
FINANCIAL CONDITION OF THE COMPANY	28
TAXATION OF THE CERTIFICATE	29
In General.	29
Qualified Certificates.	29
Nonqualified Certificates.	31
ABOUT US	32
SALES OF THE CERTIFICATES	33
ADDITIONAL INFORMATION	33
Owner Questions.	33

Return Privilege.	34
State Regulation.	34
Evidence of Death, Age, Gender, or Survival.	34
LEGAL MATTERS	34
EXPERTS	34
WHERE YOU CAN FIND MORE INFORMATION	34
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	35
DEFINITIONS	36

Great-West SecureFoundation^SM

Group Fixed Deferred Annuity Certificate

Issued by:

8515 East Orchard Road

Greenwood Village, CO 80111

Tel. (877) 925-0501

SUMMARY

Preliminary Note Regarding Terms Used in This Prospectus.

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

• The “Certificate” is the Great-West SecureFoundation^SM Group Fixed Deferred Certificate issued by Great-West Life & Annuity Insurance Company pursuant to the terms of a Group Fixed Deferred Annuity Contract (the “Group Contract”) issued to Orchard Trust Company, LLC (“Orchard Trust” or the “Group Contract Owner”). In certain states this may be an individual contract, which will have the same features and benefits unless otherwise noted.

• “We,” “us,” “our,” “Great-West,” or the “Company” means Great-West Life & Annuity Insurance Company.

• “You” or “yours” means the owner of the Certificate described in this prospectus. The terms “you,” “yours,” “Owner,” and “Certificate Owner” may be used interchangeably in this prospectus.

• “Covered Person” or “Covered Persons” means the person or persons, respectively, named in the Certificate whose age is used for certain important purposes under the Certificate, including determining the amount of the guaranteed income that may be provided by this Certificate.

• “Covered Fund” refers to the Maxim SecureFoundation^SM Balanced ETF Portfolio and any other fund that is approved by Great-West.

The Certificate can be owned in the following ways:

• Sole Owner who is an individual and also the Covered Person.

• Sole Owner who is an individual and the Covered Person, with his or her Spouse as the joint Covered Person.

We believe that in most cases the Certificate will have a sole Owner who is the only Covered Person. Therefore, for ease of reference, most of the discussion in this prospectus assumes you are the sole Owner and the only Covered Person under the Certificate. In some places in the prospectus, however, we explain how certain features of the Certificate differ if there are joint Covered Persons.

The Certificate can be purchased either in connection with an individual retirement account (“IRA”) (a “Qualified Certificate”) or in connection with an Investment Portfolio that is not intended to qualify as an IRA or other type of tax-qualified retirement plan (a “Nonqualified Certificate”). Unless we indicate otherwise, all terms and provisions of the Certificate are the same for a Qualified Certificate and a Nonqualified Certificate.

The following is a summary of the Certificate. You should read the entire prospectus in addition to this summary.

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What is the Certificate?

Certificates are issued pursuant to the terms of the Group Contract, which is a group guaranteed income annuity contract issued by the Company and owned by Orchard Trust. The Certificate may be purchased as part of a Retirement Account or as part of a Non-Retirement Account that purchases shares of the Covered Fund. Currently, there is no other way to purchase the Certificate. The Certificate provides, under certain specified conditions, for guaranteed minimum lifetime income, regardless of how long you live or how the Covered Fund performs. The Certificate does not have a cash value.

Provided all conditions of the Certificate and Group Contract are met, if the value of the shares in your Covered Fund (“Covered Fund Value”) equals zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA or brokerage fees, advisory fees), and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to you for the rest of your life.

The amount of the GAW that you may take may increase from time to time based on your Covered Fund Value. It may also decrease if you take Excess Withdrawals (discussed below).

The guaranteed income that may be provided by your Certificate is based in part on the age of the Covered Person (or if there are joint Covered Persons, on the age of the younger joint Covered Person) as of the date we calculate the first Installment and the 10 Year Treasury Yield. A joint Covered Person must be your Spouse and your Spouse must be your sole beneficiary of your Account.

How much will your Certificate cost?

While your Certificate is in force, a Guarantee Benefit Fee will be calculated and deducted from your Covered Fund Value on a quarterly basis. It will be paid by redeeming the number of fund shares of your Covered Fund equal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of your Benefit Base at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase), including as a result of the failure of your Financial Services Provider to submit it to us, the Certificate will terminate within the number of days set forth in your Certificate of when the Guarantee Benefit Fee was due. We will not provide Certificate Owners with notice before termination of the Certificate, and we will not refund any Guarantee Benefit Fee payments made prior to termination of the Certificate.

The Guarantee Benefit Fee pays for the insurance protections provided by the Certificate.

The guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for your Certificate is shown below. The amount we currently charge is also shown below.

• The maximum Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on an annual basis, is 1.5%.

• The minimum Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on an annual basis, is 0.70%.

• The current Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on an annual basis, is 1.00%.

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

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with IRA, Brokerage or advisory fees and charges imposed by the Covered Funds. The redemption of shares of your Covered Fund may subject you to taxation as a result of the redemption.

Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and may change. We reserve the right to deduct any such tax from premium when received.

2

Can you cancel your Certificate?

You may cancel your Certificate by causing your Covered Fund Value or your Benefit Base to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee.

What protection does the Certificate provide?

The Certificate provides two basic protections to Certificate Owners who purchase this Certificate as a source or potential source of lifetime retirement income or other long-term purposes. Provided that certain conditions are met, the Certificate protects the Certificate Owner from:

• longevity risk, which is the risk that a Certificate Owner will outlive the assets invested in the Covered Fund; and

• income volatility risk, which is the risk of downward fluctuations in a Certificate Owner’s retirement income due to changes in market performance.

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk (which is the risk of retiring on the eve of a down market) significantly contributes to both longevity and income volatility risk.

The Certificate does not provide a guarantee that the Covered Fund or your Investment Portfolio will retain a certain value or that the value of the Covered Fund or account will remain steady or grow over time. Instead, it provides for a guarantee, under certain specified conditions, that regardless of the performance of the Covered Funds in your Account and regardless of how long you live, you will be able to receive a guaranteed level of annual income for life. Therefore, it is important for you to understand that while the preservation of capital may be one of your goals, the achievement of that goal is not guaranteed by the Certificate.

How does your Certificate work?

The Certificate has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

• The Accumulation Phase: During the Accumulation Phase, you may make additional Certificate Contributions to your Covered Fund, which establishes your Benefit Base (this is the sum of all Certificate Contributions minus any withdrawals and any adjustments made on the “Performance Ratchet Date” as described later in this prospectus), and take withdrawals from your Investment Portfolio just as you otherwise would be permitted to (although Excess Withdrawals will reduce the amount of the Benefit Base under the Certificate). You are responsible for managing your withdrawals during the Accumulation Phase.

• The GAW Phase: After you (or if there are joint Covered Persons, the younger joint Covered Person) have turned age 59  ¹/2, then you can enter the GAW Phase and begin to take GAWs (which are annual withdrawals that do not exceed a specified amount) without reducing your Benefit Base.

• Settlement Phase: If your Covered Fund Value falls to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or GAWs, the Settlement Phase will begin. See The Accumulation Phase – Fees Associated with the Investment Portfolio. During the Settlement Phase, we make Installments to you for as long as you live. However, the Settlement Phase may never occur, depending on how long you live and how well the Covered Fund performs.

The Installments that you receive when you are in the GAW Phase or Settlement Phase are determined by multiplying your Benefit Base by the GAW Percentage (GAW%). We determine the GAW% by multiplying the age adjustment for the Covered Person by the 10 Year Treasury Yield, subject to a minimum and maximum GAW%, as of the date we calculate the first Installment. A Joint Withdrawal Adjustment will apply to the GAW% if there are Joint Covered Persons. As described in more detail below, the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered Fund performance and/or an increase in the 10 Year Treasury Yield (“10YR”), and will decrease as a result of any Excess Withdrawals.

Note to IRA owners: If you withdraw any of your Covered Fund Value during the Accumulation Phase to satisfy any contribution limitation imposed under federal law, we will consider that to be an Excess Withdrawal. Any withdrawals to satisfy your required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase. As a result, those who will be subject to required minimum distributions should consider the appropriateness of this product. You should consult a qualified tax advisor regarding contribution limits and other tax implications. We will deem withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), to be within the contract limits for your Certificate and will not treat such withdrawals as Excess Withdrawals.

3

How do you purchase a Certificate?

You are required to purchase a Certificate in connection with your purchase of shares of a Covered Fund. There is a minimum initial investment that is dependent upon which type of account you may have. Please see the Covered Fund prospectus for more information. The Certificates are issued in accordance with the terms of the Group Contract issued by us to Orchard Trust. The Group Contract is a group fixed deferred annuity contract. You may invest any amount in any Covered Fund. However, your Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase your Benefit Base.

You may elect to purchase a Certificate by completing an application or other form authorized by us. If this form is accepted by us at our Administrative Office, we will issue a Certificate to you describing your rights and obligations. You must be of legal age in your state of residence to be eligible to purchase the Certificate. The legal age is 18 in all states except Alabama and Nebraska which have a legal age of 19 and Mississippi which has a legal age of 21.

What is the Designated Investment Option?

Maxim SecureFoundation ^SM Balanced ETF Portfolio.

In general, if you purchase shares of the Covered Fund, you are required to purchase the Certificate. You cannot invest in a Covered Fund without owning a Certificate.

Is the Certificate right for you?

The Certificate may be right for you if you believe that you may outlive your retirement investments or are concerned about market risk. If you believe that your retirement investments will be sufficient to provide for your retirement expenses regardless of market performance or your lifespan, then the Certificate may not be right for you.

The Certificate does not protect the actual value of your investments in your account or guarantee the Covered Fund Value. For example, if you invest $500,000 in a Covered Fund, and your Covered Fund Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to your Covered Fund Value. Instead, the Certificate guarantees that when you reach the Initial Installment Date, you may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met).

The GAWs are made from your own investment. We start using our money to make Installments to you only if your Covered Fund Value is reduced to zero due to Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract ( e.g., IRA or brokerage fees, advisory fees), and/or GAWs. We limit our risk under the Certificate in this regard by limiting the amount you may withdraw each year to your GAWs. If you need to take Excess Withdrawals, you may not receive the full benefit of the Certificate. For further information, see The Accumulation Phase – Excess Withdrawals During the Accumulation Phase and The GAW Phase – Effect of Excess Withdrawals During the GAW Phase.

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

You should discuss your investment strategy and risk tolerance with your financial advisor before purchasing the Certificate.

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RISK FACTORS

There are a number of risks associated with the Certificate as described below.

The guarantee that may be provided under the Certificate is contingent on several conditions being met. In certain circumstances you may not realize a benefit from the Certificate.

• You may die before receiving payments from us or you may not live long enough to receive enough income to exceed the amount of the Guarantee Benefit Fees paid. If you (assuming that you are the sole Covered Person) die before the Covered Fund Value is reduced to zero, you will never receive any payments under the Certificate. The Certificate does not have any cash value or provide a death benefit. Furthermore, even if you begin to receive Installments in the Settlement Phase, you may die before receiving an amount equal to or greater than the amount you have paid in Guarantee Benefit Fees.

• The Covered Funds may perform well enough so that you may not need the guarantee that may otherwise be provided by the Certificate. The Covered Fund is managed by a registered investment adviser, GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”), a wholly owned subsidiary of Great-West. MCM has the flexibility to manage the Maxim SecureFoundation^SM Balanced ETF Portfolio conservatively. Therefore, there is a good chance that the Covered Fund will perform well enough that GAWs will not reduce Covered Fund Value to zero. As a result, the likelihood that we will make payments to you is minimal. In this case, you will have paid us the Guarantee Benefit Fee for the life of your Certificate and received no payments in the Settlement Phase in return.

• You may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits available under the Certificate. Because personal financial needs can arise unpredictably (e.g., unexpected medical bills), you may need to make a withdrawal from your Covered Fund before the start of the GAW Phase or following the start of the GAW Phase in an amount larger than the GAW. These types of withdrawals are Excess Withdrawals that will reduce or eliminate the guarantee that may otherwise be provided by the Certificate. There is no provision under the Certificate to cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals, you will need to carefully manage your withdrawals. The Certificate does not require us to warn you of Excess Withdrawals or other actions with adverse consequences.

• You may choose to cancel your Certificate prior to a severe market downturn. The Certificate is designed to protect you from outliving the assets in your Covered Fund. If you terminate the Certificate before reaching the GAW Phase or Settlement Phase, we will not make payments to you, even if subsequent Covered Fund performance reduces your Covered Fund Value to zero.

• You might not begin making GAWs at the most financially beneficial time for you. Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you may receive and therefore the lower your GAWs (if any) will be. Because of the uncertainty of how long you will live and how your investments will perform over time, it will be difficult for you to determine the most financially beneficial time to begin making GAWs.

• If you terminate or change your Financial Services Provider, you may never receive a benefit from the Certificate. The Certificate is currently available to clients of Financial Services Providers. The Certificate is held by the owner of the Investment Portfolio. If your Investment Portfolio is terminated, such as by a full distribution of all of the assets in the Investment Portfolio, or moved to a provider that does not offer the Certificate, you will cause your Certificate to terminate. In that case, you may never receive a benefit from the Certificate, and the Guarantee Benefit Fee will not be refunded.

• We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the Guarantee Benefit Fee, then depending upon how long you live, you may not receive enough income to exceed the amount of total fees paid. We may increase the Guarantee Benefit Fee up to the maximum fee, 1.5% of your Benefit Base, as shown on your Certificate Data Page.

• The deduction of the Guarantee Benefit Fee each quarter will negatively affect the growth of your Covered Fund Value. The growth of your Covered Fund Value is likely important to you because you may never receive Installments during Settlement Phase. Therefore, depending on how long you live and how your investments perform, you may be financially better off without purchasing the Certificate.

• The Certificate limits your investment choices. Only certain funds may be available under the Certificate. Currently there is only one available fund. The Covered Fund may be managed in a more conservative fashion than other mutual funds available to you. If you do not purchase the Certificate, it is possible that you may invest in other mutual funds (or other types of investments) that experience higher growth or lower losses, depending on the market, than the Covered Fund’s experience. It is impossible to know how various investments will fare on a comparative basis.

• The Covered Fund may become ineligible. If the Covered Fund that you invest in becomes ineligible for the Certificate, you will be forced to Transfer the Covered Fund Value to another Covered Fund. If the Transfer does not take place or if the Transfer is not a same day Transfer, then it could cause your Certificate to be canceled. See Adding and Removing Covered Funds. We reserve the right to designate Covered Funds that were previously eligible for use with the Certificate as ineligible for use with the Certificate, for any reason including due to changes to their investment objectives. In the event that all Covered Funds become ineligible or are liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and

5

charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Funds become ineligible or are liquidated.

The Group Contract and Certificate may terminate.

• The Group Contract Owner may terminate the Group Contract upon 75 days written notice to us. If the Group Contract Owner terminates the Group Contract, then all benefits, rights, and privileges provided by the Group Contract, including without limitation, the Certificate, shall terminate. In this event, you may choose to utilize the Covered Fund Value in the ways described later in this prospectus under “Termination of the Group Contract—If the Group Contract Owner Terminates the Group Contract.” The Guarantee Benefit Fee will not be refunded if the Group Contract Owner terminates the Group Contract.

• We may terminate the Group Contract upon 75 days written notice to the Group Contract Owner. If we terminate the Group Contract, such termination will not adversely affect your rights under the Group Contract, except that we will not permit additional Certificate Contributions to the Covered Fund. However, we will accept reinvested dividends and capital gains. You will still be obligated to pay the Guarantee Benefit Fee.

• The Investment Portfolio may terminate. Investment Portfolios can be terminated, such as by a full distribution of all of the assets in the Investment Portfolio. You generally can choose to discontinue your own Investment Portfolio, and either receive a distribution from the Investment Portfolio or transfer it to another Financial Services Provider. Also, most Investment Portfolio providers reserve the right to resign from the Investment Portfolio; if that happens, in most cases you can choose to have your Investment Portfolio either distributed to you or transferred to another Financial Services Provider. In the event of a complete Investment Portfolio termination, either because your Investment Portfolio is distributed to you or transferred to another Investment Portfolio provider that does not offer the Certificate, then all benefits, rights, and privileges provided by the Group Contract, including without limitation, the Certificate, shall terminate. In this event, you may choose to utilize the Covered Fund Value in the ways described later in this prospectus under “Termination of the Group Contract—Other Termination.” The Guarantee Benefit Fee will not be refunded if the Investment Portfolio terminates.

• The Certificate will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of your Financial Services Provider to submit it to us, the Certificate will terminate as of the date that the fee is due.

Your receipt of payments from us is subject to our claims paying ability.

• Any payments we are required to make to you under the Certificate will depend on our long-term ability to make such payments. We will make all payments under the Certificate in Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, your receipt of payments from us is subject to our claims paying ability.

Currently, our financial strength is rated by three nationally recognized statistical rating organizations (“NRSRO”), ranging from superior to excellent to very strong. Our ratings reflect the NRSROs’ opinions that we have a superior, excellent, or a very strong ability to meet our ongoing obligations. An excellent and very strong rating means that we may have somewhat larger long-term risks than higher rated companies that may impair our ability to pay benefits payable on outstanding insurance policies on time. The financial strength ratings are the NRSROs’ current opinions of our financial strength with respect to our ability to pay under our outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings are not specific to the Certificate.

You may obtain information on our financial condition by reviewing Form 10-K, which is the Annual Report we file with the Securities and Exchange Commission pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934. For further information, see Financial Condition of the Company later in this prospectus.

There may be tax consequences associated with the Certificate.

• The Certificate is novel and innovative. You should consult a tax advisor before purchasing a Certificate. See Taxation of the Certificate later in this prospectus for further discussion of tax issues relating to the Certificate.

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Other Information

• You should be aware of various regulatory protections that do and do not apply to the Certificate. Your Certificate is registered in accordance with the Securities Act of 1933. The issuance and sale of your Certificate must be conducted in accordance with the requirements of the Securities Act of 1933. We are also subject to applicable periodic reporting requirements and other requirements imposed by the Securities Exchange Act of 1934.

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

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

THE CERTIFICATE

The Certificate is a group fixed deferred annuity certificate. The Certificate may be purchased as part of a Retirement Account or as part of a Non-Retirement Account that purchases shares of the Covered Fund. The Certificates are designed for purchasers who intend to use the investments in the Covered Fund as the basis for periodic withdrawals (such as systematic withdrawal programs involving regular annual withdrawals of a certain percentage of the Covered Fund Value) to provide income payments for retirement or for other purposes. For more information about the Covered Fund, you should talk to your advisor and review the accompanying prospectuses for the Covered Fund.

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

INVESTMENT OPTIONS – THE COVERED FUND

The Certificate provides protection relating to your Covered Fund by ensuring that, regardless of how your Covered Fund(s) actually performs or the actual Covered Fund Value when you begin your GAWs for retirement or other purposes, you will receive predictable income payments for as long as you live so long as specified conditions are met.

In general, if you purchase shares of the Covered Fund, you are required to purchase the Certificate. Currently, you may elect to purchase the Certificate by completing the election form and purchasing the Covered Fund described below.

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

You should note that the Company issues the Certificates, but the Company is not your investment adviser and does not provide investment advice to you in connection with the Certificate.

As described in more detail in the Covered Fund prospectus, in addition to the Guarantee Benefit Fee, there are certain fees and charges associated with the Covered Fund, which may reduce your Covered Fund Value. These fees may include management fees, distribution fees, acquired fund fees and expenses, redemption fees, exchange fees, advisory fees, and/or administrative fees.

The following information about the Covered Fund is only a summary of important information you should know. More detailed information about the Covered Fund’s investment strategies and risks are included in the Covered Fund’s prospectus. Please read that separate prospectus carefully before investing in the Covered Fund.

MAXIM SECUREFOUNDATION^SM BALANCED ETF PORTFOLIO

The portfolio is designed for investors seeking a professionally designed asset allocation program to simplify the accumulation of assets prior to retirement together with the potential benefit of the guarantee that may be provided by the Certificate. The portfolio strives to provide shareholders with a high level of diversification primarily through both a professionally designed asset allocation model and professionally selected investments in underlying exchange-traded-funds (“ETFs”) (collectively, the “Underlying ETFs”). The intended benefit of asset allocation is diversification, which is expected to reduce volatility over the long-term.

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The portfolio is a “fund of ETFs” that pursues its investment objective by investing in other ETFs, including Underlying ETFs that may or may not be affiliated with the Maxim SecureFoundation^SM Balanced ETF Portfolio, cash and cash equivalents.

All Classes of the Covered Fund have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee that is paid out of the class assets on an ongoing basis. Because the distribution fee is paid out of the class assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Investment Objective.

The portfolio seeks long-term capital appreciation and income.

Principal Investment Strategies.

Under normal conditions, the portfolio will invest 50-70% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying ETFs that invest primarily in equity securities and 30-50% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying ETFs that invest primarily in fixed income securities.

ADDING AND REMOVING COVERED FUNDS

We may, without the consent of you or the Group Contract Owner, offer new Covered Fund(s) or cease offering Covered Fund(s). We will notify the Group Contract Owner whenever the Covered Fund(s) are changed. If we cease offering a Covered Fund in which you are invested, then you will be forced to Transfer the Covered Fund Value to another Covered Fund. We will complete the allocations between Covered Fund(s) as disclosed in the notice as of the effective date of the change. Such allocation will remain in effect until we receive a Request for a different allocation. This Transfer must be a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day). If it is not a same day Transfer between Covered Funds, then this is considered an Excess Withdrawal. Excess Withdrawals could cause the Benefit Base of the Covered Fund(s) to be reduced to zero, which would generally cause your Certificate to be canceled. In the event that we cease offering all of the Covered Funds, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund, may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%.

ROLLOVERS AND ACCOUNT TRANSFERS

You may fund your investment in the Covered Fund(s) with proceeds rolled over or directly transferred from the Covered Fund(s) held in another Investment Portfolio to which a Great-West approved guaranteed lifetime withdrawal product was issued. If you do so, your Benefit Base will equal your benefit base as it existed under your prior guaranteed lifetime withdrawal product if you: (a) invest the rollover or Transfer proceeds covered by the Great-West guaranteed lifetime withdrawal benefit product immediately prior to distribution in the Covered Fund(s); (b) invest in a Covered Fund approved by Great-West, except if you are in Settlement Phase; and (c) you Request the restoration of the benefit base as it existed under your prior Investment Portfolio. To maintain the same Benefit Base, you must be in the same Phase that you were in at the time of the rollover or transfer after the rollover or Transfer is complete.

If you do not meet these requirements, a new Benefit Base will be established that is equal to your Covered Fund Value as of the date of the rollover and your Guarantee Benefit fee will be calculated as a percentage of your Covered Fund Value. Your Installments may change as a result of your rollover. Your GAW% before and after your rollover may not be the same. Before requesting your rollover you should make sure that it will be beneficial to you.

Your new Covered Fund Value after the rollover or Transfer will initially equal the Covered Fund Value as of the date of the rollover. We will calculate your Guarantee Benefit Fee as a specified percentage of your Benefit Base. Currently you may only rollover to the same fund.

THE ACCUMULATION PHASE

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

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The Accumulation Phase is the period of time between the Certificate Election Date, which is the date your Certificate is issued by Great-West, and the first day of the GAW Phase. During this Phase, you will establish your Benefit Base which will be used later to determine, in part, the amount of your GAWs.

Covered Fund Value.

Your Covered Fund Value is the aggregate value of each Covered Fund held in your Investment Portfolio. If your Covered Fund Value is reduced to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract ( e.g., IRA or brokerage fees, advisory fees), and/or GAWs, we will make annual payments to you for the rest of your life. See The Settlement Phase below.

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

We do not increase or decrease your Covered Fund Value. Rather, your Covered Fund Value is increased or decreased in the same manner that all mutual fund values increase or decrease. For example, reinvested dividends, settlements, and positive Covered Fund performance (including capital gains) will increase your Covered Fund Value, and fees and expenses associated with the Covered Funds and negative Covered Fund performance (including capital losses) will decrease your Covered Fund Value. If you elect not to reinvest all dividends, any divided payments from your Covered Fund will be considered an Excess Withdrawal.

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

Your Covered Fund Value is not affected by any Ratchet or Interest Rate Reset of the Benefit Base (described below).

Benefit Base.

Your Benefit Base is separate from your Covered Fund Value. It is not a cash value. Rather, your Benefit Base is used to calculate Installment Payments during the GAW Phase and the Settlement Phase. Also, the Guarantee Benefit Fee is a percentage of your Benefit Base. Your Benefit Base and your Covered Fund Value may not be equal to one another.

On your Certificate Election Date, the initial Benefit Base is equal to the gross sum of all Certificate Contributions initially allocated to the Covered Fund(s). For example, when a front-end sales load or other sales charge is assessed on the Covered Fund, your initial Benefit Base will be the gross sum of all Certificate Contributions, or the amount invested in the Covered fund prior to the deduction of the sales load, on the Certificate Election Date. If your initial Certificate Contribution is a rollover or transfer from another Financial Services Provider, your Benefit Base may instead equal the benefit base you had under your prior Investment Portfolio. See Rollovers and Account Transfers above for more information. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of the Covered Fund being eliminated or liquidated.

• We increase your Benefit Base on a dollar-for-dollar basis each time you make a Certificate Contribution.

• We decrease your Benefit Base on a proportionate basis each time you make an Excess Withdrawal.

• On each Ratchet Date during the Accumulation Phase (described below), we will increase your Benefit Base to equal your current Covered Fund Value if your Covered Fund Value is greater than your Benefit Base. (If so, your Benefit Base will then reflect positive Covered Fund performance.)

A few things to keep in mind regarding the Benefit Base:

• The Benefit Base is used for purposes of calculating your Installment Payments during the GAW Phase and the Settlement Phase and for purposes of calculating your Guarantee Benefit Fee during the Accumulation and GAW Phases. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value.

• It is important that you do not confuse your Benefit Base with the Covered Fund Value.

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• During the Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated each time you make a Certificate Contribution or Excess Withdrawal, as well as on an annual basis as described below, which is known as your Ratchet Date.

Subsequent Certificate Contributions to Your Account.

During the Accumulation Phase, you may make additional Certificate Contributions to the Covered Fund(s) in addition to your initial Certificate Contribution. Subsequent Certificate Contributions can be made by cash deposit (subject to limitations under federal tax law), Transfers, or may include rollovers or transfers from other Investment Portfolios. Additional Certificate Contributions may not be made after the Accumulation Phase ends. Any subsequent Certificate Contribution is subject to any minimum investment imposed by the Covered Fund. Please see the Covered Fund prospectus for more information.

All additional Certificate Contributions made after the Certificate Election Date will increase the Benefit Base dollar-for-dollar on the date the Certificate Contribution is made. We will not consider the additional purchase of shares of a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a Certificate Contribution. However, they will increase the Covered Fund Value.

Great-West reserves the right to refuse additional Certificate Contributions at any time and for any reason. Great-West will provide you with 30 days prior written notice if it determines not to accept additional Certificate Contributions. If Great-West refuses additional Certificate Contributions, you will retain all other rights under the Certificate.

Ratchet Date Adjustments to the Benefit Base.

During the Accumulation Phase, a Ratchet Date is the anniversary of the GLWB Elector’s Certificate Election Date and each anniversary thereafter. On each Ratchet Date, we will evaluate your Benefit Base, and will adjust your Benefit Base to equal the greater of:

— your current Benefit Base; or

— your current Covered Fund Value.

It is important to be aware that even though your Covered Fund Value may increase throughout the year due to dividends, capital gains, or settlements from the underlying Covered Fund, the Benefit Base will not similarly increase until the next Ratchet Date. Unlike Covered Fund Value, your Benefit Base will never decrease solely due to negative Covered Fund performance.

Example of Ratchet Date Adjustments during the Accumulation Period

Assume the following:

Benefit Base on Certificate Election Date (of January 2, 2010) = $100,000

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

Increase in Covered Fund Value due to Dividends and Capital Gains paid June 30, 2010 = $5,000

Covered Fund Value on June 30, 2010 = $105, 000

Benefit Base on June 30, 2010 = $100,000

No other Certificate Contributions, Dividends, or Capital Gains are paid to the Account for the rest of the year.

Covered Fund Value on January 2, 2011 = $105,000

So, because the Covered Fund Value is greater than the Benefit Base on the Ratchet Date (January 2, 2011), the Benefit Base is adjusted to $105,000 effective January 2, 2011.

Excess Withdrawals During the Accumulation Phase.

Because the Certificate is held in your Investment Portfolio, you may make withdrawals or change your investments at any time and in any amount that you wish, subject to any federal tax limitations. During the Accumulation Phase, however, any withdrawals or Transfers from your Covered Fund Value will be categorized as Excess Withdrawals. Any withdrawals to satisfy your required distribution obligations under the Code (IRA owners only) will be considered an Excess Withdrawal if taken during the Accumulation Phase. If you elect not to reinvest all dividends, any divided payments from your Covered Fund will be considered an Excess Withdrawal.

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You should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and the Covered Fund Value during the Accumulation Phase, as this may affect your future benefits under the Certificate. In the event you decide to take an Excess Withdrawal, as discussed below, your Covered Fund Value will be reduced dollar-for-dollar in the amount of the Excess Withdrawal. The Benefit Base will be reduced at the time the Excess Withdrawal is made by the ratio of the Covered Fund Value after the Excess Withdrawal reduction is applied. Accordingly, your Benefit Base could be reduced by more than the amount of the withdrawal.

Example of Effects of an Excess Withdrawal taken during the Accumulation Period

Assume the following:

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

Benefit Base = $100,000

Excess Withdrawal amount: $10,000

So,

Covered Fund Value after adjustment= $50,000 - $10,000 = $40,000

Covered Fund Value adjustment = $40,000/$50,000 = 0.80

Adjusted Benefit Base = $100,000 x 0.80 = $80,000

Types of Excess Withdrawals.

A Distribution or Transfer during the Accumulation Phase is considered an Excess Withdrawal. If you elect not to reinvest all dividends, any divided payments from your Covered Fund will be considered an Excess Withdrawal. An Excess Withdrawal will reduce your Benefit Base and Covered Fund Value. A Distribution occurs when money is paid to you from the Covered Fund Value. A Transfer occurs when you transfer money to or from one Covered Fund to another Covered Fund or another Investment Portfolio offered by the Financial Services Provider. If you Transfer any amount out of a Covered Fund, then you will be prohibited from making any Transfers into the same Covered Fund for at least ninety (90) calendar days.

Fees Associated with the Investment Portfolio.

The following are examples of fees that are not Excess Withdrawals:

— IRA fees, including fees of the custodian

— Advisory fees up to 1.5% - You may make a withdrawal of up to 1.5% of the Covered Fund Value to pay for asset management or advisory service fees associated with the Investment Portfolio without the withdrawal being considered an Excess Withdrawal.

The following are examples of fees that are Excess Withdrawals:

— Trading and transaction (e.g., bounced check or stop payment) fees associated with other assets in the Investment Portfolio that are deducted from the Covered Fund Value

— Advisory fees in excess of 1.5% - If fees to pay for asset management of advisory services associated with the investment portfolio exceed 1.5% of the Covered Fund Value, and the entire amount of the fees are withdrawn from the Covered Fund Value, the amount withdrawn above the 1.5% limit will be considered an Excess Withdrawal and will reduce the Benefit Base as described above.

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at 1-877-925-0501 for information about your Benefit Base.

Treatment of a Distribution During the Accumulation Phase.

At the time of any partial or periodic Distribution, if the Covered Person is 59  ¹/2 years of age or older, you may elect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If you choose not to begin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce your Covered Fund Value and your Benefit Base (as described above).

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If the Covered Person is not yet 59  ¹/2 years old, then any partial or periodic Distribution will be treated as an Excess Withdrawal as described above.

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

Death During the Accumulation Phase.

(a)  Qualified Certificates

If a GLWB Elector dies before the Initial Installment Date, the GLWB will terminate and the Covered Fund Value shall be paid to the Beneficiary in accordance with the terms of the Investment Portfolio (unless an election is made by a Spouse Beneficiary as provided below).

A Spouse Beneficiary may elect to become a new GLWB Elector and maintain the deceased GLWB Elector’s current Benefit Base (or proportionate share if multiple Beneficiaries) as of the date of death. A Spouse Beneficiary may also establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date the Account is established. In either situation, the Spouse Beneficiary shall become a GLWB Elector and the Ratchet Date will be the date when his or her Account is established.

A non-Spouse Beneficiary cannot elect to maintain the current Benefit Base but may elect to establish a new GLWB. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established.

(b)  Nonqualified Certificates

If a GLWB Elector dies before the Initial Installment Date, the GLWB will terminate and the Covered Fund Value shall be paid to the Beneficiary in accordance with the terms of the Investment Portfolio (unless an election is made by a Spouse Beneficiary as provided in this section). A Spouse Beneficiary who was legally married to the deceased Certificate Owner under applicable Federal law as of the date of death may elect to become the sole Certificate Owner and may maintain the deceased GLWB Elector’s current Benefit Base as of the date of death. A Spouse Beneficiary also has the option to establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date the Account is established, in which case a new Certificate will be issued to the Spouse. In either situation, the Spouse Beneficiary shall become the sole Certificate Owner, Covered Person and GLWB Elector, and the Ratchet Date will be the date when his or her Account is established.

For both Qualified and Nonqualified Certificates, the new GLWB Elector will be subject to all terms and conditions of the Certificate, Investment Portfolio and the Code, if applicable. Any election made by a Beneficiary is irrevocable.

THE GAW PHASE

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

The GAW Phase cannot begin until all Covered Persons attain age 59  ¹/2. Further, for Qualified Certificates the IRA must be eligible to begin distributions under the Code. The Code generally permits distributions from IRAs at any time (subject to a penalty tax in some cases), as do most (but not all) IRAs. Installments will not begin until Great-West receives appropriate and satisfactory information about the age of the Covered Person(s) in good order and in manner reasonably satisfactory to Great-West.

In order to initiate the GAW Phase, you must submit a written Request to Great-West. At that time, you must provide sufficient documentation in good order and in a manner reasonably satisfactory to Great-West for Great-West to determine the age of each Covered Person.

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Because the GAW Phase cannot begin until all Covered Persons under the Certificate attain age 59  ¹/2, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See The Accumulation Phase for more information. No Certificate Contributions may be made to the Covered Fund(s) on and after the Initial Installment Date, which is the date that GAWs begin.

Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) will be. You should talk to your advisor before initiating the GAW Phase to determine the most financially beneficial time for you to begin taking GAWs.

Installments.

It is important that you understand how the GAW is calculated because it will affect the benefits you receive under the Certificate. Once the GAW Phase has been initiated and the age of the Covered Person(s) is verified, we will determine the amount of the GAW.

To determine the amount of the GAW, we will compare the current Benefit Base to the current Covered Fund Value on the Initial Installment Date. If the Covered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount.

During the GAW Phase, your Benefit Base may receive an annual adjustment. This adjustment is discussed below under Potential Annual Adjustments to Your GAW Amount, and, if applicable, will occur on your Ratchet Date. Your Ratchet Date will become the anniversary of Initial Installment Date and will no longer be the anniversary of the Certificate Election Date as it was during the Accumulation Phase.

We use your Benefit Base to calculate the GAW you receive. However, even though the Benefit Base may be adjusted annually, your GAW% will not change unless there is an Interest Rate Reset of the GAW%. See The GAW Phase— Annual Review of Your GAW% below.

It is important to note that Installments during the GAW Phase will reduce your Covered Fund Value on a dollar-for-dollar basis, but they will not reduce your Benefit Base.

Calculation of Installment Amount.

The GAW% is based in part on the age of the Covered Person(s) as of the date we calculate the first Installment and the current 10-year Treasury Yield as of the previous weekly closing yield as of the last Business Day of the week prior to beginning Installments. If there are two Covered Persons, the GAW% is based on the age of the younger Covered Person and the Age Adjustment is multiplied by the Joint Withdrawal Adjustment of 0.90.

The GAW% for a Single Covered Person is calculated by multiplying the 10YR by the Age Adjustment, subject to a minimum and maximum GAW%, based on the following schedule:

Age Band	Adjustment Factor	GAW% Minimum	GAW% Maximum
59  1/2 - 64	0.7	3.0%	5.6%
65-69	1.0	4.0%	8.0%
70-74	1.1	4.5%	8.3%
75+	1.2	5.0%	8.5%

For Joint Covered Persons, the same calculation is used based on the age of the youngest Covered Person but an additional adjustment, the Joint Withdrawal Adjustment, of .90 is applied.

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To calculate the GAW, we multiply the Benefit Base by the GAW%, based on the 10YR and the age of the youngest Covered Person on the Initial Installment Date. The amount of the Installment equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, as described below.

Numerical Example of GAW Calculation

Scenario #1:	72 Year Old Single Covered Person
	10YR = 5.0%

Benefit Base = $80,000

10 YR (5.0%) x Age Adjustment (1.10) = 5.5%

GAW = $4,400 ($80,000 x 5.5%)

Scenario #2:	60 Year Old Single Covered Person
	10YR = 3.7%

Benefit Base = $80,000

10 YR (3.7%) x Age Adjustment (.70) = 2.59%

If 2.59% is less than the applicable minimum GAW% the GLWB Elector will receive the applicable minimum GAW%;

The applicable minimum GAW% for a 60 year old is 3.0%.

Therefore, the GAW =$2,400 ($80,000 x 3.0%)

Numerical Example of GAW Calculation, Joint Covered Persons

Scenario #3:	68 Year Old Joint Covered Person with a 63 Year Old Spouse
	10YR = 6.0%

Benefit Base = $80,000

10 YR (6.0%) x Age Adjustment (.70) x Joint Withdrawal Adjustment (.90) = 3.78%

GAW = $3,024 ($80,000 x 3.78%)

Scenario #4:	71 Year Old Joint Covered Person with a 65 Year Old Spouse
	10YR = 3.0%

Benefit Base = $80,000

3.0% is less than the applicable minimum GAW% for a 65 year old Covered Person, so apply the minimum (4.0%), then apply the joint adjustment of 0.90

GAW = $2,880 ($80,000 x 4.0% x 0.90)

On the Initial Installment Date, we compare the current Benefit Base to the current Covered Fund Value. If the Covered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See – Installments above.

Any election which affects the calculation of the GAW is irrevocable. Please consider all relevant factors when making an election to begin the GAW Phase. For example, an election to begin receiving Installments based on a sole Covered Person cannot subsequently be changed to joint Covered Persons once the GAW Phase has begun. Similarly, an election to receive Installments based on joint Covered Persons cannot subsequently be changed to a sole Covered Person.

Installment Frequency Options.

Your Installment Frequency Options are as follows:

(a) Annual – the GAW will be paid on the Initial Installment Date and each anniversary annually, or next business day, thereafter.

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(b) Semi-Annual – half of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary, or next business day, thereafter.

(c) Quarterly – one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary, or next business day, thereafter.

(d) Monthly – one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary, or next business day, thereafter.

You may Request to change the Installment Frequency Option starting on each Ratchet Date during the GAW Phase.

Lump Sum Distribution Option.

At any time during the GAW Phase, if you are receiving Installments more frequently than annually, you may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

Numerical Example of Lump Sum Distribution

Assume the following:

GAW = $4,800 with a monthly distribution of $400

Three monthly Installments have been made (3 x $400 = $1,200)

Remaining GAW = GAW – paid Installments to date = $4,800 - $1,200 = $3,600

So, a Lump Sum Distribution of $3,600 may be taken.

Suspending and Re-Commencing Installments After a Lump Sum Distribution.

It is your responsibility to Request the suspension of the remaining Installments that are scheduled to be paid during the year until the next Ratchet Date and to re-establish Installments upon the next Ratchet Date, if applicable. If you choose not to suspend the remaining Installments for the year, an Excess Withdrawal may occur. (See – Effect of Excess Withdrawals During the GAW Phase described below).

After receiving a Lump Sum Distribution and suspending Installments, you must notify Great-West that you wish to recommence Installment payments for the next year. Great-West must receive notice 30 calendar days before the next Ratchet Date that you wish to recommence payments; otherwise, Great-West will not make any Installments. The Ratchet Date will not change if Installments are suspended.

Annual Review of Your GAW%.

Once a year, on your Ratchet Date, we will review your GAW and may make an adjustment by increasing your GAW amount. This adjustment, if applicable, will be made either by an Interest Rate Reset or by a Ratchet. We first will determine whether an Interest Rate Reset is applicable. If an Interest Rate Reset is applicable, the GAW will automatically increase to the higher GAW amount. We then will determine if a Ratchet is applicable and results in a higher GAW. If neither calculation is applicable, then no adjustment to the GAW will be made.

Interest Rate Reset. For an Interest Rate Reset, we will calculate the GAW by multiplying the Covered Fund Value by the current 10YR, subject to the initial calculation, and determine if it is higher than the previous GAW. If so, we will adjust the GAW to the higher amount and will adjust the Benefit Base to equal the current Covered Fund Value. An adjustment to the Benefit Base will increase or decrease the Benefit Base, and therefore, will increase or decrease the Guaranteed Benefit Fee. See Guarantee Benefit Fee.

Ratchet. Just like the Accumulation Phase, we will compare the Covered Fund Value to determine if it exceeds the Benefit Base. If so, we will adjust the Benefit Base to equal Covered Fund Value.

Numerical Example #1:	When Interest Rate Reset is More Beneficial than Ratchet:
On Initial Installment Date:	70 Year Old Single Covered Person
	Covered Fund Value = $108,000
	Benefit Base = $120,000
	10 YR = 5%
	GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)
	GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)

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On 5th Anniversary of
Initial Installment Date:	Customer is now a 75 Year Old Single Covered Person
	Covered Fund Value = $90,000
	Current 10 YR = 7%
Interest Rate Reset:	—	GAW% = 7.7% (10 YR of 7.7% x Age Adjustment of 70 Year Old of 1.10)
	—	Interest Rate Reset Calculation = $6,930 (GAW% of 7.7% x Covered Fund Value of $90,000)
	—	Since Interest Rate Reset calculation of $6,930 is higher than current GAW of $6,600 then the new GAW = $6,930
Ratchet:	—	Ratchet Calculation = $4,950 (GAW% of 5.5% x Covered Fund Value of $90,000)
	—	Since Ratchet Calculation is lower than the current GAW of $6,600 then no Ratchet
Result:	—	NEW GAW = $6,930
	—	NEW BENEFIT BASE = $90,000
	—	NEW GAW% = 7.7%
Numerical Example #2:	When Ratchet is More Beneficial than Interest Rate Reset:
On Initial Installment Date:	70 Year Old Single Covered Person
	Covered Fund Value = $108,000
	Benefit Base = $120,000
	10 YR = 5%
	GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)
	GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)
On 5th Anniversary of
Initial Installment Date:	Customer is now a 75 Year Old Single Covered Person
	Covered Fund Value - $140,000
	Current 10 YR = 4%
Interest Rate Reset:	—	GAW% = 4.4% (10 YR of 4% x Age Adjustment of 70 Year Old of 1.10)
	—	Interest Rate Reset Calculation = $6,160 (GAW% of 4.4% x Covered Fund Value of $140,000)
	—	Since Interest Rate Reset calculation of $6,160 is lower than current GAW of $6,600 then the GAW = $6,600
Ratchet:	—	Ratchet Calculation = $7,700 (GAW% of 5.5% x Covered Fund Value of $140,000)
	—	Since Ratchet Value Calculation of $7,700 is higher than the current GAW of $6,600 then the new GAW = $7,700
Result:	—	NEW GAW = $7,700
	—	NEW BENEFIT BASE = $140,000
	—	GAW% = 5.5% (no change)
Numerical Example #3:	Neither Ratchet nor Interest Rate Reset is beneficial:
On Initial Installment Date:	—	70 Year Old Single Covered Person
	—	Covered Fund Value = $108,000
	—	Benefit Base = $120,000

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	—	10 YR = 5%
	—	GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)
	—	GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)
On 5th Anniversary of
Initial Installment Date:	—	Customer is now a 75 Year Old Single Covered Person
	—	Covered Fund Value - $100,000
	—	Current 10 YR = 4.5%
Interest Rate Reset:
	—	GAW% = 4.95% (10 YR of 4.5% x Age Adjustment of 70 Year Old of 1.10)
	—	Interest Rate Reset Calculation = $4,950 (GAW% of 4.95% x Covered Fund Value of $100,000)
	—	Since Interest Rate Reset calculation of $4,950 is lower than current GAW of $6,600 then the GAW = $6,600
Ratchet
	—	Ratchet Calculation = $5,500 (GAW% of 5.5% x Covered Fund Value of $100,000)
	—	Since Ratchet Value Calculation of $5,500 is lower than the current GAW of $6,600 then the GAW = $6,600
Result:
	—	No Change: GAW, Benefit Base and GAW% stay the same as prior year
	—	GAW = $6,7600 (no change)
	—	BENEFIT BASE = $120,000 (no change)
	—	GAW% = 5.5% (no change)

Types of Excess Withdrawals.

During the GAW Phase, to the extent a Distribution or Transfer causes total withdrawals in the year to exceed the GAW, an Excess Withdrawal will occur. An Excess Withdrawal will reduce your Benefit Base and Covered Fund Value. During the GAW Phase, if you Transfer any amount out of out of a Covered Fund, then you will be prohibited from making any Transfers to the same Covered Fund for at least ninety (90) calendar days.

Fees Associated with the Investment Portfolio.

You may make a withdrawal of up to 1.5% of the Covered Fund Value to pay for asset management or advisory service fees associated with the Investment Portfolio without the withdrawal being considered an Excess Withdrawal. If these fees exceed 1.5% of the Covered Fund Value, and the entire amount of the fees are withdrawn from the Covered Fund Value, to the extent the amount withdrawn is above the 1.5% limit and causes total withdrawals in the year to exceed the GAW, the fees will be considered an Excess Withdrawal and will reduce the Benefit Base as described above.

Effect of Excess Withdrawals During the GAW Phase.

After the Initial Installment Date, a Distribution or Transfer that is greater than the GAW will be considered an Excess Withdrawal. We will reduce the Benefit Base by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value before the Excess Withdrawal.

If an Excess Withdrawal occurs, the GAW and current Benefit Base will be adjusted on the next Ratchet Date.

Numerical Example Effect of Excess Withdrawals During the GAW Phase

Assume the following:

Covered Fund Value before GAW = $55,000

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Benefit Base = $100,000

GAW%: 5%

GAW Amount = $100,000 x 5% = $5,000

Total annual withdrawal: $10,000

So,

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

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

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

Covered Fund Value Adjustment due to Excess Withdrawal = $45,000/$50,000 = 0.90

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

Adjusted GAW Amount = $90,000 x 5% = $4,500

If the Certificate is held as part of your IRA, any withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the contract limits for your Certificate and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at 1-877-925-0501 for information about your Benefit Base.

Death During the GAW Phase.

(a)  Qualified Certificates

If a GLWB Elector Dies After the Initial Installment Date as a Single Covered Person

If the GLWB Elector dies after the Initial Installment date without a second Covered Person, the GLWB will terminate and no further Installments will be paid. If the death occurs before the Settlement Phase, the remaining Covered Fund Value shall be distributed to the Beneficiary in accordance with the terms of the Investment Portfolio. If permitted by the Investment Portfolio and the Code, if applicable, the GLWB Elector’s Beneficiary may elect to become a GLWB Elector in which event an initial Benefit Base shall be established.

If a GLWB Elector Dies After the Initial Installment Date while Joint Covered Person is Living

Or

If a Joint Covered Person Dies After the Initial Installment Date while a GLWB Elector is Living

Upon the death of an GLWB Elector after the Initial Installment Date, and while the joint Covered Person is still living, the joint Covered Person/Beneficiary may elect to become a GLWB Elector (if permitted by the terms of the Investment Portfolio and the Code, if applicable) and he or she will acquire all rights under the Certificate and continue to receive GAWs based on the original GLWB Elector’s election. Installments may continue to be paid to the surviving Covered Person based on the applicable GAW% for Joint Covered Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and, upon death, the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become a GLWB Elector pursuant the terms of the Certificate. In either situation the Ratchet Date will be the date when the Account is established.

(b)  Nonqualified Certificates

If a GLWB Elector Dies After the Initial Installment Date as a Single Covered Person

If a GLWB Elector dies after the Initial Installment date without a second Covered Person, the GLWB will terminate and no further Installments will be paid. If the death occurs before the Settlement Phase, the remaining Covered Fund Value shall be distributed to the Beneficiary in accordance with the terms of the Investment Portfolio. If permitted by the Investment Portfolio and the Code, if applicable, the Beneficiary may elect to have a new Certificate issued with the Beneficiary as the sole Certificate Owner, Covered Person and GLWB Elector, in which event an initial Benefit Base shall be established.

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If a GLWB Elector Dies After the Initial Installment Date while Joint Covered Person is Living

Or

If a Joint Covered Person Dies After the Initial Installment Date while a GLWB Elector is Living

In the case of a Nonqualified Certificate, upon the death of a GLWB Elector after the Initial Installment Date, and while a Joint Covered Person on the date of death who is also a Spouse is still living, the surviving Covered Person may elect to become the sole Certificate Owner, Covered Person and GLWB Elector (if permitted by the terms of the Investment Portfolio and the Code, if applicable), and he or she will acquire all rights under the Certificate and continue to receive GAWs based on the original Certificate Owner/GLWB Elector’s election. Installments may continue to be paid to the surviving Covered Person based on the applicable GAW% for Joint Covered Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and, upon death, the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value if such death occurs before the Settlement Phase. Alternatively, the surviving Covered Person may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution. In either situation the Ratchet Date will be the date when the Account is established.

For both Qualified and Nonqualified Certificates, the new GLWB Elector will be subject to all terms and conditions of the Certificate, Investment Portfolio and the Code, if applicable. Any election made by a Beneficiary is irrevocable.

THE SETTLEMENT PHASE

The Settlement Phase begins when the Covered Fund Value has reduced to zero as a result of negative Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA or brokerage fees, advisory fees), and/or GAWs, but the Benefit Base is still positive. It is also important to understand that the Settlement Phase is the first time that we use our own money to make Installments to you. During the GAW Phase, the GAWs are made first from your own investment.

Installments continue for your life under the terms of the Certificate, but all other rights and benefits under the Certificate will terminate. Installments will continue in the same frequency as previously elected, and cannot be changed during the Settlement Phase. If the Covered Fund Value is less than the amount of the final Installment in the GAW Phase, Great-West will pay the Installment within 7 days from the Installment Date. Distributions and Transfers are not permitted during the Settlement Phase.

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

When the last Covered Person dies during the Settlement Phase, the Certificate will terminate and no Installments will be paid to the Beneficiary.

EXAMPLES OF HOW THE CERTIFICATE WORKS

A note about the examples:

• All Certificate Contributions are assumed to be at the end of the year and occur immediately before the next Ratchet Date.

• All withdrawals are assumed to be at the beginning of the year and occur on the Ratchet Date.

• All positive investment performance of the Covered Fund is assumed to be net of investment management fees.

• In all of the examples, you have access to your Covered Fund Value until it is depleted:

• If you die before the Covered Fund Value is depleted, the remaining Covered Fund Value would be available to your Beneficiary.

• If you need to take a withdrawal in excess of your GAW, you may take up to the Covered Fund Value, which will be considered an Excess Withdrawal.

Example 1 – Basic: Assume you buy the Certificate at age 65 and start taking GAWs in annual Installments immediately. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 10% in the first two years and increases by 5% every year thereafter.

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Details:

¡ Sole Covered Person

¡ Initial Covered Fund Value: $500,000

¡ 10 Year Treasury Yield at time withdrawals start: 5%

^¡   GAW Percent: 5%

^¡   GAW Amount: $500,000 x 5% = $25,000

¡ Guarantee Benefit Fee: 1.00% of Benefit Base

¡ Changes in Covered Fund Value (net of investment management fees):

^¡   Year 1: -10%, Year 2: -10%, Years 3+: 5%

Result:

¡ You annually withdraw $25,000 from your Covered Fund until age 83 when the Covered Fund is depleted as a result of your Guaranteed Annual Withdrawal and the Guarantee Benefit Fee:

¡ Starting at age 84, we continue to pay Installments of $25,000 each year for your life.

Illustration:

Example 2 – Ratchet: Assume you buy the Certificate at age 55 and start taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) increases by 5% in years 1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:

¡ Sole Covered Person

¡ Initial Covered Fund Value: $500,000

¡ 10 Year Treasury Yield at time withdrawals start: 5%

^¡   GAW Percent: 5%

¡ Guarantee Benefit Fee: 1.00% of Benefit Base

¡ Changes in Covered Fund Value (net of investment management fees):

^¡   Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%

Result:

¡ Positive Covered Fund performance through year 7 results in a Covered Fund Value of $657,144 on your Ratchet Date.

¡ Your Benefit Base Ratchets to $657,144.

¡ Covered Fund Value at the beginning of year 10 is $461,932, but GAWs are based on the Benefit Base, which is $657,144.

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^¡   GAWs are $657,144 x 5% = $32,857.

¡ You annually withdraw $32,857 from your Covered Fund until about age 78 when the Covered Fund is depleted:

^¡   At age 78, your Covered Fund Value is $26,470.

^¡   You withdraw the $26,470 which depletes the Covered Fund and you are now in Settlement Phase. We provide the remaining $6,387 necessary to make the Installment $32,857.

¡ We continue to pay Installments of $32,857 each year for your life.

Illustration:

Example 3 – Additional Certificate Contributions: Assume you buy the Certificate at age 55 and you make annual Certificate Contributions of $2,500 until you start taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 5% in years 1 through 10 and increases by 5% thereafter.

Details:

¡ Sole Covered Person

¡ Initial Covered Fund Value: $500,000

¡ Additional Annual Certificate Contributions until GAWs Begin: $2,500

¡ 10 Year Treasury Yield at time withdrawals start: 5%

^¡   GAW Percent: 5%

¡ Guarantee Benefit Fee: 1.00% of Benefit Base

¡ Changes in Covered Fund Value (net of investment management fees):

^¡   Years 1 through 10: -5%, Years 11+: 5%

Result:

¡ Poor Covered Fund performance in years 1 through 10 results in a Covered Fund Value of $279,097 at the end of year 10.

¡ Your Benefit Base at the end of year 10 is $525,000 as a result of the additional Certificate Contributions in years 1 through 10.

^¡   GAWs are $525,000 x 5% = $26,250.

¡ You annually withdraw $26,250 from your Covered Fund until about age 76 when the Covered Fund is depleted:

^¡   At age 76, your Covered Fund Value is $9,806.

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^¡   You withdraw the $9,806 which depletes the Covered Fund and you are now in Settlement Phase. We provide the remaining $16,444 necessary to make the Installment $26,250.

• We continue to pay Installments of $26,250 each year for your life.

Illustration:

GUARANTEE BENEFIT FEE

After you purchase your Certificate, you are required to pay the Guarantee Benefit Fee. The current Guarantee Benefit Fee is set forth in your Certificate, and is a percentage of the GLWB Elector’s Benefit Base as of the date of deduction. We will deduct the Guarantee Benefit Fee quarterly in arrears as a separate charge from your Covered Fund Value by having your Financial Services Provider redeem the number of fund shares of your Covered Fund(s) equal to the Guarantee Benefit Fee. The redemption proceeds will then be remitted to us as payment of the Guarantee Benefit Fee. The first Guarantee Benefit Fee calculated will be pro-rated based on the portion of the quarter of the Certificate Election Date.

We reserve the right to change the frequency of the deduction, but will notify the GLWB Elector and the Group Contract Owner in writing at least thirty (30) calendar days before the change. Because your Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of your Covered Fund Value that exceeds $5,000,000. Upon termination of the Certificate, a final pro-rated Guarantee Benefit Fee will be deducted based on the portion of the last quarter that the GLWB Certificate was in effect.

Currently the Guarantee Benefit Fee is 1.00% and is subject to a minimum of 0.70% and a maximum of 1.50%. This is the guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for your Certificate. We may change the current fee within this minimum and maximum range at any time upon thirty (30) days written notice to you. We determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

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

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

Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Less Than Benefit Base)

Date: 1/31/2011

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

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

Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Greater Than Benefit Base)

Date: 1/31/2011

Covered Fund Value = $130,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the Certificate (including marketing, administration, and profit).

If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of your Financial Services Provider to submit it to us, the Certificate will terminate as of the date that the fee is due.

Will you pay the same amount (in dollars) for the Withdrawal Guarantee every quarter?

Example 1: Covered Fund Value Declines, but Guarantee Benefit Fee does not change

Date: 1/31/2011

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

Date: 4/30/2011

Covered Fund Value = $90,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

Note: in this example, the Guarantee Benefit Fee stays the same even though Covered Fund Value declined. This could be the result of negative Covered Fund performance.

Example 2: Covered Fund Value Increases, but Guarantee Benefit Fee does not change

Date: 1/31/2011

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

Date: 4/30/2011

Covered Fund Value = $120,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

Note: in this example, the Guarantee Benefit Fee stays the same even though the Covered Fund Value increased.

Example 3: Covered Fund Value Increases causing a Ratchet, Guarantee Benefit Fee increases

Date: 1/31/2011

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

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Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50

Ratchet Date: 2/15/2011

Covered Fund Value = $130,000

Benefit Base = $130,000

Date: 4/30/2011

Covered Fund Value = $120,000

Benefit Base = $130,000

Guarantee Benefit Fee = 1.00% x Benefit Base / 4

Guarantee Benefit Fee = 1.00% x $130,000 / 4 = $325

DIVORCE PROVISIONS UNDER THE CERTIFICATE

To comply with applicable tax law, the provisions under the Certificate regarding divorce are different depending on whether the Certificate is a Qualified Certificate or a Nonqualified Certificate.

Divorce provisions for Qualified Certificates

(a) Divorce During the Accumulation Phase

If a Decree is issued of the Code during the Accumulation Phase, Great-West will make payment(s) to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in the Decree. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If the Alternate Payee named in the Decree is the GLWB Elector’s Spouse during the Accumulation Phase, he or she may elect to become a GLWB Elector and either (a) maintain the current Benefit Base of the previous GLWB Elector, divided pursuant to the terms of the Decree; or (b) establish a new Benefit Base based on the current Covered Fund Value on the date his or her Account is established. The Alternate Payee will continue as a GLWB Elector. If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base will be divided between the GLWB Elector and the Alternate Payee in the same proportion as their respective Covered Fund Values pursuant to the terms of the Decree In either situation, the Alternate Payee’s Certificate Election Date shall be the date the Account is established.

A non-Spouse Alternate Payee cannot elect to maintain the current Benefit Base, or proportionate share, but may elect to establish a new GLWB. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established.

To the extent that the Alternate Payee becomes a GLWB Elector, she or he will be subject to all terms and conditions of the Certificate. Any election made by the Alternate Payee pursuant to this section is irrevocable.

(b) Divorce During the GAW Phase

If a Decree is issued during the GAW Phase, Great-West will make payment to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in a Decree approved during the Withdrawal Phase. The Alternate Payee shall be responsible for submitting a Request to begin Distributions in accordance with the Code.

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

Pursuant to the instructions in the Decree, if there are two Covered Persons, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the Decree. The GLWB Elector may continue to receive the proportional GAWs after the accounts are split, based on the amounts calculated pursuant to the joint Covered Person GAW%. If the Alternate Payee is the GLWB Elector’s Spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the

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Withdrawal Phase based on the amounts calculated pursuant to the applicable joint Covered Persons GAW% after the accounts are split. A new Installment Anniversary Date will be established for the Alternate Payee on the date the Accounts are split.

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

To the extent that the Alternate Payee becomes a GLWB Elector, he or she will be subject to all terms and conditions of the Certificate, the terms of the IRA and the Code. Any election made by the Alternate Payee pursuant to this section is irrevocable.

(c) Divorce During the Settlement Phase

If a Request in connection with a Decree is approved during the Settlement Phase, Great-West will divide the Installment pursuant to the terms of the Decree. Installments will continue pursuant to the lives of each payee.

Divorce provisions for Nonqualified Certificates

(a) Divorce During the Accumulation Phase

If the Account is transferred or split pursuant to a settlement agreement or a court-issued divorce decree before the Initial Installment Date, the Certificate Owner(s) must immediately notify Great-West and provide any required information.

If the former Spouse of the Certificate Owner becomes the sole Owner of the Account by a settlement agreement or a court-issued divorce decree, the Certificate Owner may request that the Certificate be reissued with the former Spouse as the sole Certificate Owner, Covered Person and GLWB Elector; otherwise the Certificate will be terminated. If the Certificate is so reissued, the current Benefit Base will be maintained.

If the Account is divided between the Certificate Owner and the Certificate Owner’s former Spouse by a settlement agreement or a court-issued divorce decree, the Certificate Owner(s) may request: (a) for the Certificate to be reissued as one new Certificate with one of the former Spouses as sole Certificate Owner, Covered Person and GLWB Elector; or (b) for the Certificate to be reissued as two new Certificates, each with one of the former Spouses as Certificate Owner, Covered Person and GLWB Elector; otherwise, the Certificate will be terminated.

If the Certificate is reissued as one new Certificate, the Benefit Base will be proportionate to the share of the Covered Fund Value allocated to the former Spouse as of the date of reissuance. If the Certificate is reissued as two new Certificates, the Benefit Base will be divided in the same proportion as the respective Covered Fund Values as of the date of reissuance.

Any election made by the Spouse Beneficiary pursuant to this section is irrevocable.

(b) Divorce During the GAW Phase

If the Account is transferred or split pursuant to a settlement agreement or a court-issued divorce decree after the Initial Installment Date but before the Settlement Phase, the Certificate Owner(s) must immediately notify Great-West and provide any required information.

If the former Spouse of the Certificate Owner becomes the sole Owner of the Account, the Certificate Owner(s) may request that the Certificate be reissued as a new Certificate with the former Spouse as the sole Certificate Owner, Covered Person and GLWB Elector; otherwise the Certificate will be terminated and any remaining Covered Fund Value shall be distributed to the former Spouse of the Certificate Owner in accordance with the terms of the Investment Portfolio. If the Certificate is reissued, the current Benefit Base will be maintained. A new GAW will be computed pursuant to the terms of the Certificate if and when the new Certificate Owner becomes eligible and elects to receive the GAW. A new Ratchet Date will be established for the new Certificate Owner on the date the new Certificate is issued.

If the Account is divided between the Certificate Owner and the Certificate Owner’s former Spouse, the Certificate Owner(s) may request: (a) for the Certificate to be reissued as one new Certificate with one of the former Spouses as Certificate Owner, Covered Person and GLWB Elector; or (b) for the Certificate to be reissued as two new Certificates, each with one of the former Spouses as Certificate Owner, Covered Person and GLWB Elector; otherwise, the Certificate will be terminated.

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If the Certificate is reissued as one new Certificate, the Benefit Base will be proportionate to the Certificate Owner’s share of the Covered Fund Value as of the date of reissuance. If the Certificate is reissued as two new Certificates, the Benefit Base will be divided in the same proportion as the respective Covered Fund Values as of the date of reissuance.

The GAWs will be calculated based on the applicable Single Covered Person GAW% after the Accounts are split, and new Ratchet Dates will be established for each Certificate on the date the Accounts are split. In the alternative, the former Spouse of the Certificate Owner may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Account is established.

Any election made by the Spouse pursuant to this section is irrevocable.

(c) Divorce During the Settlement Phase

If a Request is made in connection with a divorce, Great-West will divide the Installment pursuant to the terms of any settlement or divorce decree, but Installments will not continue beyond the date on which they would terminate had the divorce not occurred.

EFFECT OF ANNUITIZATION

If you elect to annuitize, if permitted by the terms of your Investment Portfolio, prior to the Initial Installment Date, the Certificate will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not be refunded. Thereafter, the Certificate shall no longer be applicable with respect to amounts in the annuity payment option.

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

Great-West will issue a certificate or other statement setting forth in substance the benefits, rights, and privileges to which such person is entitled under the Group Contract, to each Annuitant describing the benefits payable under the elected annuity payment option.

Election of Annuity Options.

An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity payment option or change an annuity payment option no later than 30 days prior to the Annuity Commencement Date elected by the GLWB Elector.

To the extent available under the Investment Portfolio, the annuity payment options are:

• Income for Single Life Only

• Income for Single Life with Guaranteed Period

• Income for Joint Life Only

• Income for Joint Life with Guaranteed Period

• Income for a Specific Period

• Any other form of annuity payment permitted under the Investment Portfolio, if acceptable to Great-West.

The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuity option is elected, Great-West will make payments to the Annuitant at a frequency specified in the annuity certificate or other statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to the terms of the certificate or other statement.

Annuity purchase rates will be the same rates that are available for a Single Premium Immediate Annuity currently offered by Great-West at the time of annuitization.

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TERMINATION OF THE GROUP CONTRACT

The Certificate may be terminated if the Group Contract is terminated, as described below.

Either Great-West or the Group Contract Owner may terminate the Group Contract with advance written notice to the other party. The Group Contract termination date shall be the seventy-fifth (75^th ) or next Business Day after the date written notice is received in the Administrative Offices in good order. Prior to the Group Contract termination date, Great-West and the Group Contract Owner may agree to an alternate Group Contract termination date.

If the Group Contract Owner Terminates the Group Contract.

Under the terms of the Group Contract, the Group Contract Owner may terminate the Group Contract. In this event, all benefits, rights, and privileges provided by the Group Contract, including without limitation the Certificate, shall terminate. We will not refund the Guarantee Benefit Fee upon termination of the Group Contract. However, the Group Contract Owner has agreed not to exercise its right to terminate the Group Contract.

Further, your rights under the Group Contract and the Certificate will automatically terminate if: (i) your Financial Services Provider discontinues the use of the Covered Fund and a rollover or transfer is not applicable; (ii) Great-West is unable to collect the Guarantee Benefit Fee; or (iii) Great-West cannot effectively administer the Contract. If the Contract is automatically terminated, the termination will be treated as though the Group Contract Owner, rather than Great-West, terminated the Contract.

If Great-West Terminates the Group Contract.

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

Other Termination.

In addition, your rights under the Group Contract and the Certificate terminate if you terminate your Investment Portfolio, such as by making a full distribution of all of the assets in the Investment Portfolio, or move your Investment Portfolio to a provider that does not offer the Certificate. We will not refund the Guarantee Benefit Fee upon termination of the Investment Portfolio.

TERMINATION OF THE CERTIFICATE

The Certificate will terminate upon the earliest of:

a. the date of death of a GLWB Elector during the Accumulation Phase (unless an election is made by a Beneficiary who is the Spouse of the GLWB Elector to continue the Certificate); or

b. the date of death of the Certificate Owner after the Initial Installment Date if there is no surviving Covered Person; or

c. the date of death of the last Covered Person during the Settlement Phase; or

d. the date that you cancel the Certificate as a result of reducing the Covered Fund Value or the Benefit Base to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee; or

e. the date the Group Contract is terminated by the Group Contract Owner; or

f. the date that we do not receive the Guarantee Benefit Fee (except during the Settlement Phase, when no fee is due); or

g. the date that you annuitize some or all of the Covered Fund assets (the Certificate will terminate only with respect to the Covered Fund assets that are annuitized).

We will not provide Certificate Owners with notice prior to termination of the Certificate and the Guarantee Benefit Fee will not be refunded upon termination of the Certificate.

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

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MISCELLANEOUS PROVISIONS

Periodic Communications to Certificate Owners.

Account statements will be provided to you periodically by your Financial Services Provider, or its designated third party.

Amendments to the Group Contract and Certificate.

The Group Contract and Certificate may be amended to conform to changes in tax or other law, including applicable regulations and rulings without the consent of the Certificate Owner or any person or to accommodate design changes. Amendments (if any) to accommodate design changes will be applicable only with respect to purchasers of new Certificates, unless the Company reasonably determines the change would be favorable for all existing Certificate Owners. We will provide notice and a copy of any such modification to the Certificate Owner as soon as reasonably practicable. Changes in the Group Contract and Certificate may need to be approved by the state insurance departments. The consent of the Group Contract Owner and/or Certificate Owner to an amendment will be obtained to the extent required by law.

Successor Trustee.

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

Assignment.

The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated.

Cancellation.

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

Misstatements.

We may require adequate proof of the age and death of the Annuitant, GLWB Elector or Covered Person(s) before processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB Elector or Covered Person(s) has been misstated, the Installment or annuity payment established for him or her will be made on the basis or his or her correct age.

Any correction required due to misstatements may be corrected by Great-West, including increasing or decreasing future payments, in accordance with applicable law.

FINANCIAL CONDITION OF THE COMPANY

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

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our contract owners. In order to meet our claims-paying

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obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our general account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

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

How to Obtain More Information. We encourage both existing and prospective Owners to read and understand our financial statements. We prepare our financial statements on both a statutory basis and according to Generally Accepted Accounting Principles (GAAP). If you would like a free copy of our financial statements filed on Form 10-K for the year ended December 31, 2010, call (877) 925-0501 or write to the Administrative Office. In addition, our financial statements filed on Form 10-K for the year ended December 31, 2010 are available on the SEC’s website at http://www.sec.gov. You may obtain our statutory annual statement that may be available by visiting our website at www.greatwest.com.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance and annuity contracts based on its financial strength and/or claims-paying ability.

TAXATION OF THE CERTIFICATE

The following is a general discussion based on our interpretation of current United States federal income tax laws. This discussion does not address all possible circumstances that may be relevant to the tax treatment of a particular Certificate Owner. In general, this discussion does not address the tax treatment of transactions involving investment assets held in your IRA except insofar as they may be affected by the holding of a Certificate. Further, it does not address the consequences, if any, of holding a Certificate under applicable federal estate tax laws or state and local income and inheritance tax laws. You should also be aware that the tax laws may change, possibly with retroactive effect. You should consult your own tax advisor regarding the potential tax implications of purchasing a Certificate in light of your particular circumstances.

In General.

The Certificate is a novel and innovative instrument. While the Internal Revenue Service (“IRS”) recently issued favorable private letter rulings (“PLRs”) concerning products similar to the Certificate issued by other insurance companies, these rulings are not binding on the IRS with respect to the Certificate. Due to factual differences between the Certificate and the products involved in the PLRs, and their non-precedential nature, the analysis and rulings in the PLRs may not reflect the IRS’s current position with respect to the tax treatment of a Certificate or the effect (if any) of the purchase of a Certificate on the on the tax treatment of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. Please consult your own qualified tax advisor regarding the potential tax consequences of the Certificate in your particular circumstances.

Different tax rules apply to Qualified Certificates and Nonqualified Certificates, and the tax rules applicable to Qualified Certificates vary according to the type of IRA and the terms and conditions of the plan.

Qualified Certificates.

If you purchase the Certificate to hold in an IRA account, the terms and conditions below will apply to your Certificate.

A Certificate may be used only with traditional IRAs and Roth IRAs (collectively, “IRAs”). A Certificate may be purchased by an IRA, including a brokerage account held under that IRA. A Certificate is not available as an Individual Retirement Annuity or for use with any other type of tax-qualified retirement plan.

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

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A Certificate is available only with respect to the IRA for which the Certificate is purchased.

• A Certificate is intended for purchase only by the trustee or custodian of an IRA.

• We are not responsible for determining whether a Certificate complies with the terms and conditions of, or applicable law governing, any IRA. You are responsible for making that determination. Similarly, we are not responsible for administering any applicable tax or other legal requirements applicable to your IRA. You or a service provider for your IRA is responsible for determining that distributions, beneficiary designations, investment restrictions, charges and other transactions under a Certificate are consistent with the terms and conditions of your IRA and applicable law.

• If your Spouse is a joint Covered Person, your Spouse must be your sole beneficiary under your IRA.

• IRAs may be subject to required minimum distribution rules. Withdrawals during the GAW Phase from your Covered Fund Value taken to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the contract limits for your Certificate and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

• IRAs can be terminated. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve the right to resign from the IRA; if that happens, in most cases you can choose to have your IRA either distributed to you or transferred to another IRA provider. If your IRA is either distributed to you or transferred to another IRA provider that does not offer the Certificate, you will cause your Certificate to terminate.

Numerous changes have been made to the income tax rules governing IRAs as a result of legislation enacted during the past several years, including rules with respect to: maximum contributions, required distributions, penalty taxes on early or insufficient distributions, and income tax withholding on distributions. The following are general descriptions of the various types of IRAs and of the use of the contracts in connection therewith.

Individual Retirement Accounts. Code Sections 408 and 408A permit eligible individuals to contribute to an individual retirement program known as an “IRA” or “Roth IRA.” These IRAs are subject to limitations on the amount that may be contributed, the persons who may be eligible, the time when distributions must commence, and certain other transactions. The contributions to an IRA may be deductible in whole or in part, depending on your income and other circumstances. In addition, distributions from certain other types of qualified plans may be “rolled over” on a tax-deferred basis into an IRA without regard to deduction limitations.

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

In the case of distributions from a traditional IRA to you, including payments to you from a Certificate, a ratable portion of the amount received is taxable, generally based on the ratio of your cost basis (if any) to your total accrued benefit under the IRA. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from IRAs. To the extent amounts are not includable in gross income because they have been properly rolled over to another IRA or to another eligible qualified plan, no tax penalty will be imposed. The tax penalty also will not apply to: (a) distributions made on or after the date on which you reach age 59 1/2; (b) distributions following your death or disability (for this purpose disability is as defined in Section 72(m)(7) of the Code); (c) distributions that are part of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; and (d) certain other distributions specified in the Code.

Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion to a Roth IRA from a traditional IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

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

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Distributions from IRAs and Roth IRAs generally are subject to withholding for the individual’s federal income tax liability, subject to the individual’s election not to have tax withheld. The withholding rate varies according to the type of distribution and the individual’s tax status.

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

Nonqualified Certificates.

Treatment of a Certificate as an Annuity Contract. Consistent with PLRs that have been issued by the IRS with respect to similar products offered by other insurance companies, we intend to treat a Nonqualified Certificate as an annuity contract for federal income tax purposes. However, these rulings are not binding on the IRS with respect to the Certificate. Due to factual differences between the Certificate and the products involved in these PLRs, and their non-precedential nature, the analysis and rulings in the PLRs may not reflect the IRS’s position with respect to the tax treatment of the Certificate, now or in the future. Thus, while we believe that the factual differences between the Certificate and the products involved in the PLRs should be immaterial and that the reasoning underlying the PLRs supports treating a Nonqualified Certificate as an annuity for federal income tax purposes, it is possible that a Certificate could be treated as some other type of financial instrument or derivative for such purposes, with different tax consequences than if it were treated as an annuity. If you are the holder or beneficiary of a Nonqualified Certificate, in view of the limited guidance you should consult your own tax advisor regarding the proper tax treatment of a Certificate.

In order to be treated as an annuity contract for federal tax purposes, a Nonqualified Certificate likely needs to contain certain provisions prescribing distributions that must be made when an owner of the Certificate dies. We believe that by its terms a Nonqualified Certificate satisfies these requirements. In all events, we will administer a Nonqualified Certificate to comply with these federal tax requirements.

Nonqualified Certificates can be owned only by natural persons. If a person other than a natural person were to own a Nonqualified Certificate, the Certificate would likely not be treated as an annuity contract for federal tax purposes.

It is possible that at certain advanced ages, e.g., when a Covered Person reaches age 100, a Nonqualified Certificate might no longer be treated as an annuity contract if the Settlement Phase has not begun before that age. You should consult with a tax adviser about the tax consequences in such circumstances.

Separate Treatment of a Nonqualified Certificate and an Account. Consistent with PLRs that have been issued by the IRS with respect to similar products issued by other insurance companies, we intend to treat a Nonqualified Certificate as an annuity contract that is separate and apart from the Covered Funds in your Account for federal income tax purposes. Great-West only makes payments to you during the Settlement Phase (or if you decide to annuitize your Certificate by electing an Annuity Option before your Covered Fund assets are reduced to zero). Any amounts you receive during the Accumulation and GAW Phases should, based on the PLRs, be treated as distributions from your Covered Funds.

Treatment of Installment Payments under a Nonqualified Certificate during the Settlement Phase. Assuming that a Nonqualified Certificate is treated as an annuity contract for tax purposes, Installments paid under the Certificate during the Settlement Phase should be treated in part as taxable ordinary income and in part as non-taxable recovery of the aggregate total Guarantee Benefit Fees you have previously paid under your Certificate (your “investment in the Certificate”) until you recover all of your investment in the Certificate. The amount that is not taxable prior to recovering all of your investment in the Certificate should be based upon the ratio of your investment in the Certificate to the expected value of the annuity payments to be made under the Certificate on the date that the Settlement Phase begins. After you recover all of your investment in the Certificate, Installments paid during the Settlement Phase will be taxable in full as ordinary income. You should consult a tax advisor as to the tax treatment of Installments paid during the Settlement Phase under the Certificate.

In addition, we will withhold and send to the U.S. Government a part of the taxable portion of each Installment paid during the Settlement Phase under a Nonqualified Certificate unless you notify us before payment of an available election not to have any amounts withheld. In certain circumstances, we may be required to withhold tax.

Your Covered Fund. In view of the conclusions reached in the PLRs that have been issued by the IRS with respect to similar products issued by other insurance companies, we believe that the tax treatment of transactions involving your Covered Funds during the Accumulation and GAW Phases, including redemptions, dispositions, and distributions with respect to such

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assets, should generally be the same as such treatment would be in the absence of a Nonqualified Certificate. (The tax treatment of such transactions is beyond the scope of this prospectus, and you should consult a tax advisor for further information about the tax treatment of the Covered Funds.) Thus, in general, we believe that (1) distributions and dividends on Covered Funds will not be treated as payments under your Certificate, but rather as distributions with respect to such investments; (2) amounts received on redemption or disposition of your Covered Funds will be treated as amounts realized on a sale or exchange of such assets rather than as distributions under your Certificate; and (3) the purchase of a Nonqualified Certificate should not result in either (a) loss of the benefit of preferential income tax rates applicable to dividends paid on your Covered Funds otherwise constituting “qualified dividend income” or (b) under the so-called “straddle” rules, suspension of the holding period for purposes of determining eligibility for long-term capital gains treatment of any gains, or potential deferral of losses, when your Covered Funds are sold or exchanged. (Our views as the tax treatment of transactions involving your Covered Funds are in part based on the low probability that the Settlement Phase will begin and you will receive benefits under the Certificate.)

As noted above, there are limited published legal authorities directly supporting our conclusions as to the tax treatment of transactions involving the assets in your Account and the Internal Revenue Service could take a different position with respect to the Certificate than it has taken with respect to similar products offered by different insurance companies and ruled upon in the PLRs. Thus, the Internal Revenue Service may disagree with our interpretations. If the Internal Revenue Service were to successfully take a different position on these issues, it could have a material adverse effect on the tax consequences of your acquisition, holding and disposition of assets in your Account. The tax consequences could also change due to changes in the tax laws. Given the new and innovative character of a Certificate, you should consult your own tax advisor as to the tax consequences, if any, of a Nonqualified Certificate under the “qualified dividend income” and “straddle” rules, as well as other relevant tax provisions, both at the time of initial purchase and in subsequent years.

Payment of the Certificate Fee. The redemption of shares of your Covered Funds to pay the Guarantee Benefit Fee may have tax consequences. You should consult a tax advisor for further information.

Annuitization Prior to the Initial Installment Date. The liquidation of your Covered Funds to purchase an annuity payment option will be a taxable event. You cannot apply your Covered Assets to an annuity payment option under a Nonqualified Certificate on a tax-free basis.

Taxation of Distributions Under the Annuity Payment Options. If your Account is applied to an annuity payment option, we believe that the annuity payment option should be treated as an annuity contract for tax purposes and distributions should be taxed as annuity distributions. Thus, annuity payments will be taxed as ordinary income to the extent that the value is more than your investment in the contract (discussed further below). Annuity payments will generally be treated in part as taxable ordinary income and in part as non-taxable recovery of your investment in the contract. After you recover all of your investment in the contract, annuity payments will be taxable in full as ordinary income. The investment in the contract for an annuity payment option should be equal to the value of your Account applied to the annuity payment option plus, possibly, the aggregate Guarantee Benefit Fees you previously paid under your Certificate.

It is, however, possible that the Internal Revenue Service may take the position that the aggregate Guarantee Benefit Fees you previously paid under your Certificate do not constitute part of your investment in the contract for an annuity payment option on the theory that such fees do not constitute amounts paid for the annuity payment option. While for tax reporting purposes we currently intend to include any aggregate Guarantee Benefit Fees you previously paid as an investment in the contract for an annuity payment option, you should consult a tax advisor on this matter.

ABOUT US

Great-West 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 1982. In September of 1990, we re-domesticated under the laws of the State of Colorado. Our executive office is located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

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.

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We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, and Guam. We are obligated to pay all amounts promised under the Group Contract and Certificates.

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

SALES OF THE CERTIFICATES

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

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

GWFS Equities offers the Certificates through its registered representatives who are registered with FINRA and with the states in which they do business. More information about GWFS Equities and its registered representatives is available at http://www.finra.org or by calling 800-289-9999. You can also obtain an investor brochure from FINRA describing its Public Disclosure Program. Registered representatives with GWFS Equities are also licensed as insurance agents in the states in which they do business and are appointed with us.

GWFS Equities may also enter into selling agreements with unaffiliated broker-dealers to sell the Certificates. The registered representatives of these selling firms are registered with FINRA and with the states in which they do business, are licensed as insurance agents in the states in which they do business, and are appointed with us.

We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale or solicitation of the Certificates. However, we may provide non-cash compensation in the form of training and education programs to registered representatives of GWFS Equities who sell the Certificates as well as registered representatives of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell other insurance products that we offer and may receive certain non-cash items, such as conferences, trips, prizes and awards under non-cash incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale or solicitation of the Certificates. Such compensation will not be conditioned upon achievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of the Certificate. The amount of other cash and non-cash compensation paid by GWFS Equities or its affiliated companies ranges significantly among the selling firms. GWFS Equities and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Certificates

Any amounts paid by GWFS Equities to a selling firm or by Great-West to a selling firm are derived from the general account assets of Great-West and are not deducted from the Guarantee Benefit Fee. The Guarantee Benefit Fee does not vary because of such payments to such selling firms

Although the Company and GWFS Equities do not anticipate discontinuing offering the Certificates, we do reserve the right to discontinue offering the Certificates at any time.

ADDITIONAL INFORMATION

Owner Questions.

The obligations to Owners and Covered Persons under the Group Contracts and Certificates are ours. Please direct your questions and concerns to us at our Administrative Office.

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Return Privilege.

Within the free-look period (generally 30 days under applicable state law) after you receive the individual contract, you may cancel it for any reason by delivering or mailing it postage prepaid to:

Great-West Life & Annuity Insurance Company

Retirement Resource Operations Center

P.O. Box 173920

Denver, CO 80217-3920

If the Owner cancels the individual contract, the individual contract will be void. Any applicable free-look does not include the Covered Fund, which is a separate investment from the individual contract. There is no free-look period for purchasers of Certificates.

State Regulation.

As a life insurance company organized and operated under the laws of the State of Colorado, we are subject to provisions governing life insurers and to regulation by the Colorado Commissioner of Insurance. Our books and accounts are subject to review and examination by the Colorado Division of Insurance.

Evidence of Death, Age, Gender, or Survival.

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

LEGAL MATTERS

Certain matters regarding the offering of the securities herein will be passed upon by Beverly A. Byrne, internal counsel for the Company.

Sutherland Asbill and Brennan LLP has provided advice on certain matters relating to the federal securities laws.

Opinions may be issued in the future by counsel other than those listed above. The name of such counsel, other than those listed above, will be included in a prospectus supplement.

EXPERTS

The consolidated financial statements, and the related financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”), incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and includes an explanatory paragraph referring to the change in accounting for the recognition and presentation of other-than-temporary impairments, as required by accounting guidance adopted on April 1, 2009. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

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

The registration statement, including exhibits, contains additional relevant information about us. We are subject to the informational requirements of the Securities Exchange Act of 1934 and, in compliance with such laws, we file annual, quarterly, and current reports and other information with the SEC. You can read and copy any reports or other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus.)

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 31, 2011, our Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2011, August 9, 2011, and November 14, 2011, and our Current Reports on Form 8-K filed with the SEC on July 1, 2011, July 19, 2011, and September 9, 2011.

Upon oral or written request, we will provide you a free copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including any exhibits that are specifically incorporated by reference in them) at no cost. To request such documents, please write or call:

Great-West Life & Annuity Insurance Company

Retirement Resource Operations Center

P.O. Box 173920

Denver, CO 80217-3920

(877) 925-0501

RROC_RetailBank@gwl.com

The documents that are incorporated by reference are available on our website at www.greatwest.com. We will make these documents available to you as soon as reasonably practicable after we file this material with the SEC.

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DEFINITIONS

The following is a listing of defined terms.

10 Year Treasury Yield (10YR) – The U.S. Treasury 10-Year Yield as of the end of the last Business Day of the previous week as reported by the United States Department of Treasury.

Account – A separate record in the name of each Certificate Owner which reflects his or her interests in the assets in both Covered Fund(s) and other investment options in the Investment Portfolio.

Accumulation Phase – The period of time between the Certificate Election Date and the Initial Installment Date.

Administrative Offices – 8515 East Orchard Road, Greenwood Village, CO 80111.

Age Adjustment– For a single Covered Person, a factor based on the age of the Covered Person(s) on the Initial Installment Date that is multiplied by the 10 Year Treasury Yield to determine the GAW%. For a joint Covered Person, a factor based on the age of the younger Covered Person on the Initial Installment Date that is multiplied by the 10YR and an additional age adjustment. The GAW% is subject to a minimum and maximum rate.

Alternate Payee – In the case of Qualified Certificate only, any Spouse or former Spouse of a Certificate Owner who is recognized by a Decree as having a right to receive all or a portion of the benefit payable under the Investment Account with respect to such Certificate Owner.

Annuitant – The person upon whose life the payment of an annuity is based.

Annuity Commencement Date – The date that annuity payments begin to an Annuitant.

Beneficiary – A person or entity named by the Certificate Owner or the terms of the Investment Portfolio to receive all or a portion of the Account at his or her death.

Benefit Base – The amount that is multiplied by the GAW Percentage to calculate the GAW. The Benefit Base increases dollar-for-dollar upon any Certificate Contribution and is reduced proportionately for an Excess Withdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date, and may be adjusted on the Ratchet Date. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of a Covered Fund being eliminated or liquidated or for certain rollovers as set forth in your Certificate.

Business Day – Any day, and during the hours, on which the New York Stock Exchange is open for trading. Unless otherwise stated in this prospectus, in the event that a date falls on a non-Business Day, the date of the following Business Day will be used.

Certificate – This document issued to the Certificate Owner which specifies the benefits, rights, privileges, and obligations of the Certificate Owner and Great-West under the Group Contract.

Certificate Anniversary Date – The anniversary of the Certificate Election Date, or the preceding Business Day to the extent that the Certificate Election Date is not a Business Day.

Certificate Contributions – Certificate Owner directed amounts received and allocated to the Certificate Owner’s Covered Fund(s), including but not limited to Transfers from other assets in the Investment Portfolio. If the Certificate is issued in connection with a Retirement Account, Certificate Contributions may also include rollovers as defined under Section 402 of the Code. Reinvested dividends, capital gains, and settlements arising from the Covered Fund(s) will not be considered Certificate Contributions for the purpose of calculating the Benefit Base but will affect the Covered Fund Value. If this Certificate is issued in connection with a Non-Retirement Account, and dividends are not reinvested, it will be considered an Excess Withdrawal to the extent the distribution causes total withdrawals in the year to exceed the GAW.

Certificate Election Date – The date on which the GLWB Elector, Alternate Payee or Beneficiary elects the GLWB option in the Certificate and pursuant to the terms of the Covered Fund(s) prospectus. The Certificate Election Date shall be the date upon which the initial Benefit Base is calculated.

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Certificate Owner – The person(s) named on the Certificate Data Page. The Certificate Owner(s) is entitled to exercise all of the benefits, rights, and privileges under the Certificate. The Certificate Owner must be an owner of the Investment Portfolio and the Covered Person(s) must be a natural person.

Code – The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effect during the term of the Certificate.

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

Covered Fund – Interests in the mutual fund(s) held in the Investment Portfolio designed for the GLWB, as follows:

• Maxim SecureFoundation^SM Balanced ETF Portfolio

• Any other fund as approved by Great-West for the Certificate

Covered Fund Value – The aggregate value of each Covered Fund held in the Investment Portfolio.

Covered Person(s) – For purposes of the Certificate, the person(s) whose age determines the GAW Percentage and on whose life the GAW Amount will be based. If there are two Covered Persons, the GAW Percentage will be based on the age of the younger life and the Installments can continue until the death of the second life. A joint Covered Person must be the GLWB Elector’s Spouse and the 100% primary beneficiary under the Investment Portfolio.

Decree – In the case of a Qualified Certificate only, a divorce or separation instrument, as defined in Section 71(b)(2) of the Code, issued pursuant to Section 408(d)(6) of the Code that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits payable with respect to a GLWB Elector that is accepted and approved by Great-West, except as otherwise agreed.

Distributions – Amounts paid from a Covered Fund pursuant to the terms of the Investment Portfolio, including but not limited to partial and systematic withdrawals. For a Certificate issued in connection with a Non-Retirement Account, a Distribution includes dividends paid by the Covered Fund(s) that are not reinvested.

Excess Withdrawal – An amount either distributed or transferred from the Covered Fund(s) during the Accumulation Phase or any amount combined with all other amounts that exceeds the annual GAW during the GAW Phase. The Excess Withdrawal reduces the Benefit Base, as described in the Accumulation Phase section and the GAW Phase section. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to the Covered Fund Value as directed by the Financial Services Provider and as agreed to by Great-West shall be treated as a Distribution or Excess Withdrawal for this purpose.

Financial Services Provider – An entity that offers the Investment Portfolio or a mutual fund that offers or holds the Covered Fund(s).

GLWB – A guaranteed lifetime withdrawal benefit.

GLWB Elector – A Certificate Owner, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB; (ii) invested in a Covered Fund(s); and (iii) a Covered Person. In the case of a Nonqualified Certificate, only a Certificate Owner may be a GLWB Elector.

Group Contract – The written agreement between the Group Contract Owner and Great-West.

Guaranteed Annual Withdrawal (GAW) – The annualized withdrawal amount that is guaranteed for the lifetime of the Covered Person(s), subject to the terms of this Certificate.

GAW Phase – The period of time between the Initial Installment Date and the first day of the Settlement Phase.

GAW Percentage (GAW%) – The percentage of the Benefit Base that determines the amount of the GAW. This percentage is based on the age of the Covered Person(s) at the time of the first Installment determined by calculating the 10 Year Treasury Yield multiplied by the Age Adjustment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person and the Joint Withdrawal Adjustment. The GAW% is subject to maximum and minimum percentages as set forth in your Certificate and described under “The GAW Phase – Calculation of Installment Amount.”

Group Contract Owner – The owner of the Group Contract that is identified on the Certificate Data Page (currently Orchard Trust).

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Guarantee Benefit Fee – The asset charge periodically calculated and deducted from your Covered Fund Value.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the Certificate that pays Installments during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments in either monthly, quarterly, semiannual, or annual Installments that in total over a twelve month period equal the GAW.

Initial Calculation – The calculation used to determine the GAW% on the Initial Installment Date.

Initial Installment Date – The date of the first Installment under the GLWB, which must be a Business Day.

Installments – Periodic payments of the GAW during the GAW Phase and Settlement Phase.

Installment Frequency Options – The options listed in the GAW section.

Interest Rate Reset– During the GAW Phase on a Ratchet Date, an increase in the current GAW, if applicable. Great-West will calculate the GAW by multiplying the Covered Fund Value by the Current 10YR, subject to the Initial Calculation, and determine if it is higher than the previous GAW. If the calculation results in a greater GAW, Great-West will adjust the GAW.

Investment Portfolio – An account of the Certificate Owner used to purchase the Certificate and Covered Fund(s) through a Financial Services Provider. The Investment Portfolio may be either a Retirement Account or a Non-Retirement Account, which may hold investments other than the Covered Fund(s).

Joint Withdrawal Adjustment – The Age Adjustment of the youngest Covered Person currently multiplied by .90.

Non-Retirement Account – Any Investment Portfolio that is not a Retirement Account.

Ratchet – An increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on the Ratchet Date.

Ratchet Date – During the Accumulation Phase, the Ratchet Date is the anniversary of the GLWB Elector’s Certificate Election Date and each anniversary thereafter. During the GAW Phase, the Ratchet Date is the Initial Installment Date and each anniversary thereafter. This is also the date of any Interest Rate Reset during the GAW Phase. If any anniversary in the Accumulation and GAW Phase is a non-Business Day, the Ratchet Date shall be the preceding Business Day for that year.

Retirement Account – An Investment Portfolio, such as an individual retirement account (“IRA”), that is intended to qualify under Sections 408 or 408A of the Code.

Request – An inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (i) received by Great-West at the Administrative Office in good order; and (ii) submitted in accordance with the provisions of the Certificate, or as required by Great-West. The Request is subject to any action taken by Great-West before the Request was processed.

Securities Act – The Securities Act of 1933, as amended.

Settlement Phase – The period when the Covered Fund Value has reduced to zero, but the Benefit Base is still positive. Installments continue under the terms of the Certificate.

Spouse – A person legally married under applicable Federal law.

Transfer – The transfer of all or a portion of Covered Fund Value resulting from the purchase or sale of an interest in a Covered Fund to or from: (i) another Covered Fund; or (ii) another Investment Portfolio offered by the Financial Services Provider.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item  13. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of the Certificates, other than any underwriting discounts and commissions, are as follows (except for the Securities and Exchange Commission Filing Fee, all amounts shown are estimates):

Securities and Exchange Commission Registration Fees	$	5,805	(based on a total of $50,000,000 Proposed Maximum Aggregate Offering)
Printing and engraving	$	10,000
Accounting fees and expenses	$	10,000
Legal fees and expenses	$	300,000
Miscellaneous	$	10,000
Total expenses (approximate)	$	335,805

Item  14. Indemnification of Directors and Officers.

Provisions exist under the Colorado Business Corporation Act and the Bylaws of GWL&A whereby GWL&A may indemnify a director, officer, or controlling person of GWL&A against liabilities arising under the Securities Act of 1933. 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 of an 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.

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(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.

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(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 Officers, 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.

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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 another 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 his or her status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under 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 law 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:

“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;

“liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;

“party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;

“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:

the person conducted himself or herself in good faith; and

the person reasonably believed that his or her conduct was in the corporation’s best interests; and

in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

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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:

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

with respect to the matter(s) giving rise to the proceeding:

the person conducted himself or herself in good faith; and

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

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.

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Great-West Life & Annuity Insurance Company pursuant to the foregoing provisions, Great-West Life & Annuity Insurance Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

*  *  *

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Item  15. Recent Sales of Unregistered Securities.

Not applicable.

Item  16. Exhibits and Financial Statement Schedules.

(a) Exhibits

1.1	Form of Underwriting Agreement is filed herewith.
1.2	Form of Broker-Dealer Selling Agreement is filed herewith.
2	Not applicable.
3.1	Amended and Restated Articles of Incorporation of Great-West Life & Annuity Insurance Company are incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2006 filed on April 2, 2007. (File No. 333-01173)
3.2	Amended and Restated By-laws of Great-West Life & Annuity Insurance Company are incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2006 filed on April 2, 2007. (File No. 333-01173)
4.1	Form of Certificate is incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011. (File No. 333-175423)
4.2	Form of IRA Endorsement is incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011. (File No. 333-175423)
4.3	Form of Group Contract is incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011. (File No. 333-175423)
4.4	Form of Election Form is filed herewith.
5	Opinion of Beverly A. Byrne, counsel for Great-West Life & Annuity Insurance Company is filed herewith.
6	Not applicable.
7	Not applicable.
8	Opinion of Great-West Life & Annuity Insurance Company (included in Exhibit 5).
9	Not applicable.
10.1	Form of GWLA SecureFoundationSM Trust Agreement is filed herewith.
11	Not applicable.
12	Not applicable.
13	Not applicable.
14	Not applicable.
15	Not applicable.
16	Not applicable.
17	Not applicable.
18	Not applicable.
19	Not applicable.
20	Not applicable.
21	Subsidiaries of the Registrant is incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011. (File No. 333-175423)
22	Not applicable.
23.1	Consent of Beverly A. Byrne (included in Exhibit 5).

II-6

23.2	Consent of Sutherland Asbill & Brennan LLP is filed herewith.
23.3	Consent of Deloitte & Touche LLP is filed herewith.
24	Powers of Attorney for Messrs. J. Balog, J. Bernbach, P. Desmarais Jr., R.L. McFeetors, A. Louvel, J.E.A. Nickerson, R.J. Orr, M. Plessis-Bélair, H. Rousseau, R.Royer, T.T. Ryan, Jr., and B.E. Walsh are incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011. (File No. 333-175423). Power of Attorney for Messr. A. Desmarais is filed herewith.
25	Not applicable.
26	Not applicable.
27	Not applicable.

(b) Financial Statement Schedules

None

Item  17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from low or high end estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20 percent change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-7

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing materials or information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(c) Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 16^th day of November, 2011.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Registrant)
By:	/s/ M.T.G. Graye
	M.T.G. Graye
	President and Chief Execute Officer
	of Great-West Life & Annuity Insurance Company

Pursuant to the requirements of the Securities Act of 1933, Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/s/ R. L. McFeetors		Chairman of the Board	November 16, 2011
R. L. McFeetors*
/s/ M. T. G. Graye		Director, President and Chief Executive Officer	November 16, 2011
M. T. G. Graye		and Principal Financial Officer
/s/ J. Van Harmelen
J. Van Harmelen		Senior Vice President and Controller (Chief	November 16, 2011
		Accounting Officer)
/s/ J. Balog		Director	November 16, 2011
J. Balog*
/s/ J. L. Bernbach		Director	November 16, 2011
J. L. Bernbach*
/s/ A. Desmarais		Director	November 16, 2011
A. Desmarais*
/s/ P. Desmarais		Director	November 16, 2011
P. Desmarais, Jr.*
/s/ A. Louvel		Director	November 16, 2011
A. Louvel*
/s/ J. E. A. Nickerson		Director	November 16, 2011
J. E. A. Nickerson*
/s/ R. J. Orr		Director	November 16, 2011
R. J. Orr*
/s/ M. Plessis-Bélair		Director	November 16, 2011
M. Plessis-Bélair*

/s/ H. Rousseau		Director	November 16, 2011
H. Rousseau*
/s/ R. Royer		Director	November 16, 2011
R. Royer*
/s/ P.K. Ryan		Director	November 16, 2011
P. K. Ryan
/s/ T. T. Ryan, Jr.		Director	November 16, 2011
T. T. Ryan*
/s/ B. E. Walsh		Director	November 16, 2011
B. E. Walsh*
*By:	/s/ R. G. Schultz		November 16, 2011
	R. G. Schultz

* Attorney in Fact pursuant to Powers of Attorney for Messrs. J. Balog, J. Bernbach, P. Desmarais Jr., R. L. McFeetors, A. Louvel, J.E.A. Nickerson, R. J. Orr, M. Plessis-Bélair, H. Rousseau, R.Royer, T. T. Ryan, Jr., and B. E. Walsh incorporated by reference to the initial filing on Form S-1 filed on July 8, 2011 (File No. 333-175423) and Power of Attorney for Messr. A. Desmarais filed herewith.

EX-1.1

Exhibit 1.1

UNDERWRITING AGREEMENT

THIS UNDERWRITING AGREEMENT is made this      day of             , 2011, by and between GWFS Equities, Inc., a Delaware corporation (the “Underwriter”), and Great-West Life & Annuity Insurance Company (the “Insurance Company”), as follows:

WHEREAS, the Insurance Company has or will register the SecureFoundation^SM Group Fixed Deferred Annuity Certificate (“Certificates”) under the Securities Act of 1933;

WHEREAS, the Underwriter is registered as a broker-dealer with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, the Insurance Company desires to have the Certificates sold and distributed through the Underwriter, and the Underwriter is willing to sell and distribute such Certificates under the terms stated herein.

NOW THEREFORE, the parties hereto agree as follows:

1. Representations, Responsibilities, and Warranties of the Insurance Company

1.01 The Insurance Company represents that it has the authority, and hereby agrees, to grant the Underwriter the right to serve as the distributor and principal underwriter of the Certificates during the term of this Agreement.

1.02 The Insurance Company represents and warrants that it is duly licensed as an insurance company under the laws of the State of Colorado.

1.03 The Insurance Company agrees to update and maintain a current prospectus for the Certificates as required by law.

1.04 The Insurance Company represents that it reserves the right to appoint or refuse to appoint, any proposed associated person of the Underwriter as an agent or broker of the Insurance Company. The Insurance Company also retains the right to terminate such agents or brokers once appointed.

1.05 The Insurance Company shall furnish the Underwriter with copies of all financial statements and other documents that the Underwriter reasonably requests for use in connection with the distribution of the Certificates.

1.06 The Insurance Company shall be responsible for ensuring that the Insurance Company is appropriately licensed, or otherwise qualified to offer and sell such Certificates under the federal securities laws and any applicable securities and/or insurance laws in each state or other jurisdiction (collectively, “state”) in which such Certificates may be lawfully sold.

1.07 The Insurance Company shall be responsible for ensuring that all persons associated with the Underwriter who are licensed as agents, brokers or producers are duly appointed by the Insurance Company to the extent required or appropriate to comply with applicable state insurance laws. The Insurance Company shall be responsible for paying all appointment fees, including fees for any renewal or extension of any appointments.

1.08 The Insurance Company shall, upon request, provide assistance to independent broker-dealers which have entered into agreements with the Underwriter and the Insurance Company for the sale of the Certificates, with applying for the proper insurance agent, broker or producer licenses in the appropriate states or jurisdictions for persons associated with such independent broker-dealers subject to such licensing requirements. The Insurance Company shall be responsible for ensuring that all such persons associated with such independent broker-dealers who are licensed agents, brokers or producers are duly appointed by the Insurance Company to the extent required or appropriate to comply with applicable state insurance laws, provided, however, that the Insurance Company reserves the right to refuse to appoint any such person, to refuse to renew the appointment of any such person, or to terminate the appointment of any such person, at any time. The Underwriter shall not be responsible for paying any licensing or appointment fees for any such person.

1.09 The Insurance Company shall reimburse the Underwriter for its allocable share of the expenses incurred by the Underwriter in connection with its provision of services hereunder and the distribution of the Certificates, as outlined in the intercompany expense sharing agreement.

2. Representations, Responsibilities, and Warranties of the Underwriter

2.01 The Underwriter represents that it has the authority and hereby agrees to serve as distributor and principal underwriter of the Certificates during the term of this Agreement.

2.02 The Underwriter represents that it is duly registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA and to the extent necessary to offer the Certificates, shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction.

2.03 The Underwriter agrees to use its best efforts to solicit applications for the Certificates, and to undertake, at its own expense, subject to Section 1.09, to provide all sales services relative to the Certificates and otherwise to perform all duties and functions which are necessary and proper for the distribution of the Certificates.

2.04 The Underwriter agrees to offer the Certificates for sale in accordance with the prospectus therefor, then in effect. The Underwriter represents and agrees that it is not authorized to give any information or make any representations concerning the Certificates other than those contained in the current prospectus as filed with the SEC or in such sales literature as may be authorized by the Insurance Company.

2.05 The Underwriter shall be fully responsible for carrying out its sales, underwriting, compliance and supervisory obligations hereunder in compliance with rules adopted by FINRA (“FINRA Rules”) and all other relevant federal and state securities laws and regulations. Without limiting the generality of the foregoing, the Underwriter agrees that it shall have full responsibility for:

(a) ensuring that no person shall offer or sell the Certificates on its behalf until such person is duly registered as a representative of the Underwriter, and duly licensed and appointed by the Insurance Company;

(b) continually training, supervising, and controlling all registered persons associated with the Underwriter for purposes of complying with the FINRA Rules and with federal and state securities laws which may be applicable to the offering and sale of the Certificates. In this respect, the Underwriter shall:

(1) conduct training programs (including the preparation and utilization of training materials) as is necessary, in the Underwriter’s opinion, to comply with applicable laws and regulations;

(2) establish and implement reasonable written procedures for the supervision of the sales practices of registered persons associated with the Underwriter who sell the Certificates; and

(3) take reasonable steps to ensure that such registered persons shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for such applicants; and

(c) supervising and ensuring compliance with FINRA Rules of all administrative functions performed by the Underwriter with respect to the offering and sale of the Certificates.

2.06 The Underwriter, or its affiliates, shall apply for the proper insurance agent, broker or producer licenses in the appropriate states or jurisdictions for persons associated with the Underwriter who are subject to such licensing requirements. The Underwriter agrees to pay all licensing or other fees necessary to properly authorize such persons to act as agents, brokers or producers for the sale of the Certificates under applicable state insurance laws. The Underwriter shall, at the Insurance Company’s request, provide assistance to independent broker-dealers which have entered into agreements with the Underwriter and the Insurance Company for the sale of the Certificates.

2.07 No commission or other fee shall be payable by the Insurance Company to the Underwriter or any person associated with the Underwriter for, or in connection with, the sale of the Certificates, nor shall any commission or other fee be payable by the Insurance Company for, or in connection with, the sale of the Certificates by any independent broker-dealers which have entered into agreements with the Underwriter and the Insurance Company for the sale of the Certificates, it being understood that any person involved in the sale of a Certificate would be entitled to receive compensation with respect to the investment with respect to which the Certificate provides insurance coverage. The Underwriter shall have the responsibility for calculating and furnishing periodic reports to the Insurance Company as to the sale of the Certificates.

3. Records and Confidentiality

3.01 The Insurance Company and the Underwriter shall cause to be maintained and preserved for the periods prescribed, such accounts, books, records, files and other documents and materials (“Records”) as are required of each of them by any applicable laws and regulations. The Records of the Insurance Company and the Underwriter as to all transactions hereunder shall be maintained so as to disclose clearly and accurately the nature and details of the transactions.

3.02 The Underwriter shall cause the Insurance Company to be furnished with such Records, or copies thereof, as the Insurance Company may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of the State of Colorado and any other applicable states or jurisdictions.

3.03 The Insurance Company shall cause the Underwriter to be furnished with any Records, or copies thereof, as the Underwriter may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the federal securities laws or the securities laws of any inquiring jurisdiction.

3.04 The Insurance Company agrees and understands that the Underwriter may maintain copies of the Records as is required by any relevant securities law, the SEC, FINRA, or any other self-regulatory agency.

3.05 The Underwriter shall establish and maintain facilities and procedures for the safekeeping of all Records relative to this Agreement.

3.06 The parties hereto agree that all Records pertaining to the business of the other party which are exchanged or received pursuant to this Agreement, shall remain confidential and shall not be voluntarily disclosed to any other person, except to the extent disclosure thereof may be required by law. All such confidential information in the possession of each of the parties hereto shall be returned to the party from whom it was obtained upon the termination or expiration of this Agreement.

4. Relationship of the Parties

4.01 Notwithstanding anything in this Agreement to the contrary, the Underwriter and the Insurance Company may enter into sales agreements with independent broker-dealers for the sale of the Certificates.

4.02 All such sales agreements as described in 4.01, above, which are entered into by the Insurance Company and the Underwriter shall provide that each independent broker-dealer will assume full responsibility for continued compliance by itself and its associated persons with FINRA Rules and applicable federal and state securities and insurance laws. All associated persons of such independent broker-dealers soliciting applications for the Certificates shall be duly and appropriately licensed and/or appointed for the sale of the Certificates under the insurance laws of the applicable state or jurisdiction in which the Certificates may be lawfully sold.

4.03 The services of the Underwriter hereunder are not to be deemed exclusive and the Underwriter shall be free to render similar services to others so long as the services rendered hereunder are not interfered with or impaired.

5. Term and Termination

5.01 Subject to termination, the Agreement shall remain in full force and effect for one year, and shall continue in full force and effect from year to year until terminated as provided below. Each additional year shall be an additional term of this Agreement.

5.02 This Agreement may be terminated:

(a) by either party upon sixty (60) days written notice to the other party;

(b) immediately, upon written notice in the event of bankruptcy or insolvency of one party;

(c) at any time upon mutual written consent of the parties;

(d) immediately in the event of its assignment; provided however, “assigned” shall not include any transaction exempted from section 15(b)(2) of the Investment Company Act of 1940;

(e) immediately in the event that the Underwriter no longer qualifies as a broker-dealer under applicable federal law; and

(f) immediately in the event of fraud, misrepresentation, conversion, or unlawful withholding of funds by a party.

5.03 Upon termination of this Agreement, all authorization, rights, and obligations shall cease except the obligations to settle accounts hereunder, including payments or premiums or contributions subsequently received for Certificates in effect at the time of termination or issued pursuant to applications received by the Insurance Company prior to termination.

5.04 After notice of termination, the parties agree to cooperate to effectuate an orderly transition of all accounts, payments and Records.

6. Miscellaneous

6.01 This Agreement shall be subject to the provisions of the 1934 Act and the rules, regulations and rulings thereunder. In addition it shall be subject to FINRA Rules, as issued from time to time, and any exemptions the SEC may grant. All terms of this Agreement will be interpreted and construed in accordance with this section 6.01.

6.02 If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall remain in full force and effect.

6.03 This Agreement constitutes the entire Agreement between the parties hereto and may not be modified except in a written instrument executed by all the parties hereto.

6.04 This Agreement shall be governed by the internal laws of the State of Colorado without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized officers and have caused their respective seals to be affixed hereto, as of the day and year first written above.

UNDERWRITER

GWFS Equities, Inc.

By:

Name:

Title:

INSURANCE COMPANY

Great-West Life & Annuity Insurance Company

By:

Name:

Title:

EX-1.2

Exhibit 1.2

GREAT-WEST

SECUREFOUNDATION^SM

SELLING AGREEMENT

This Distribution Agreement is made by and among Great-West Life & Annuity Insurance Company (“Great-West”) and [DISTRIBUTOR] (“Distributor”) (each a “Party”, collectively, the “Parties”)

RECITALS

WHEREAS, Great-West is a Colorado life insurance company duly licensed as required by applicable law to issue the individual Fixed Deferred Annuity Contract and the Group Fixed Deferred Annuity Certificate, as applicable (the “Contract”) in certain states and other jurisdictions;

WHEREAS, DISTRIBUTOR desires to offer and sell the Contract to its customers in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and of the mutual expectations of benefit occurring from the activities herein contemplated, the Parties hereto agree as follows:

Section 1

Representations and Warranties

1.1 Great-West represents and warrants:

(a) that it is an insurance company duly organized, validly existing, and in good standing under the laws of the State of Colorado, and that it has full corporate power, authority and legal right under applicable law to execute, deliver, and perform its duties and comply with its obligations under this Agreement;

(b) that it is licensed to issue the Contract in all jurisdictions in which the Contract has been approved by the appropriate regulatory authority; and that the Contract compiles in all material respects with applicable law;

(c) that the Contract when issued and premiums collected and received as contemplated under the terms of this Agreement will be in full compliance with applicable law; and further, that Great-West will be solely responsible for obtaining and maintaining such registrations with insurance regulatory authorities as may be required with respect to such Contract and premiums;

(d) that the execution, delivery and performance of this Agreement does not and will not violate any material respect any law or regulation (including without limitation, any Federal securities laws or provision of the Internal Revenue Code of 1986, as amended (the “Code”)) or any judgment or order by which Great-West is bound;

Great-West SecureFoundation^SM Selling Agreement Page 1 of 11

(e) that there are no actions, suits or proceedings by or before any regulatory or governmental authority pending, or, to its knowledge, threatened which could reasonably be expected to materially impair its ability to carry out the terms of this agreement;

(f) that it will promptly notify DISTRIBUTOR in writing if at any time any event occurs which would make, or tend to make, any of the representations, warranties or covenants contained in this Agreement untrue; and

(g) that it has the full authority to execute this Agreement and make these representations and warranties.

1.2 DISTRIBUTOR represents and warrants:

(a) that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of                     , and to the extent necessary any state in which it does business, and that it has full power, authority, and legal right under applicable law to execute, deliver, and perform its duties and comply with its obligations under this Agreement;

(b) that it has obtained or will obtain all insurance related approvals, licenses, authorizations, orders or consents, and it and its representatives shall be duly registered and appointed or otherwise qualified under the laws of the states where Contract will be offered and sold by DISTRIBUTOR and federal law, if applicable;

(c) that in addition to the appropriate insurance licenses, its representatives maintain active securities registrations with state and federal agencies and self-regulatory organizations or such other entities as may be required to enter into and perform the services pursuant to the terms of this Agreement;

(d) that each of its representatives have completed all suitability training as may be required by state agencies prior to each of its representative offering the Contract for sale;

(e) that it has established control procedures, supervisory and inspection techniques necessary to supervise the activities of its representatives;

(f) that it will promptly notify Great-West in the event that it is for any reason unable to perform any of its obligations under this Agreement;

(g) that it shall maintain such insurance or surety bond as required by applicable law or rule of any applicable self-regulatory organization and that it shall carry out its obligations hereunder in continued compliance with applicable law;

(h) that it shall take all actions necessary to ensure, if required by applicable law, that it and its employees are properly licensed and appointed by Great-West to offer and sell the Contract in the jurisdictions in which they may be offered and sold and shall execute such papers and do such acts and things as shall from time to time be reasonably requested by Great-West for the purpose of qualifying and maintaining qualification for the Contract for sale under applicable law;

Great-West SecureFoundation^SM Selling Agreement Page 2 of 11

(i) that there are no actions, suits or proceedings by or before any regulatory or governmental authority pending, or, to its knowledge, threatened which could reasonably be expected to materially impair its ability to carry out the terms of this agreement;

(j) that it will promptly notify Great-West in writing if at any time any event occurs which would make, or tend to make, any of the representations, warranties or covenants contained in this Agreement untrue; and

(k) that it has the full authority to execute this Agreement and make these representations and warranties.

Section 2

Program Description.

The Contract provides for guaranteed lifetime withdrawal benefits to certain natural persons who meet all of the terms of the Contract. The Contract may be offered or sold to such persons only by means of the Prospectus provided by Great-West. Great-West will supply DISTRIBUTOR such number of current copies of the Prospectus as requested by DISTRIBTOR. DISTRIBUTOR hereby represents and warrants that it will deliver a current copy of the Prospectus to each person at or before the time of the sale of the Contract.

The Parties agree that DISTRIBUTOR will only sell the Contract in those states and/or jurisdictions where the Contract has been approved by the appropriate state or federal regulatory agency. Great-West will provide DISTRIBUTOR with an updated list of jurisdictions which have approved the Contract for sale. DISTRIBUTOR will not sell the Contract in any jurisdiction in which Great-West has not obtained approval. DISTRIBTOR expressly acknowledges the Contract has not been approved by the State of New York and agrees it will not offer the Contract in New York.

Section 3

Independent Entities.

Each of the Parties will furnish their respective services to the marketplace as independent entities and not as a partner or joint venturer with, respectively, DISTRIBUTOR or any affiliate thereof or Great-West or any affiliate thereof.

Section 4

Privacy and Security.

4.1 Protected Information

(a) Great-West is a “financial institution” as that term is used in Title V of the Gramm-Leach-Bliley Act (“GLBA”). At all times during the continuance of this Agreement and thereafter, DISTRIBUTOR shall protect the confidentiality of non-public personal consumer and Contract owner records and information that are (i) disclosed to DISTRIBUTOR by or on behalf of Great-West, or (ii) created or maintained by DISTRIBUTOR in order to perform a function on behalf of Great-West or to carry out any obligation in connection with this Agreement, or (iii) received by DISTRIBUTOR from a third party in connection with any function to be performed or obligation to be carried out by DISTRIBUTOR in connection with this Agreement, (hereafter, “Protected Information”).

Great-West SecureFoundation^SM Selling Agreement Page 3 of 11

(b) DISTRIBUTOR shall protect the confidentiality of Protected Information in accordance with the provisions of this Agreement, the provisions of GLBA, and other applicable law. DISTRIBUTOR shall maintain appropriate policies and procedures relating to administrative, technical, and physical safeguards (i) to ensure the confidentiality of Protected Information; (ii) to protect against any anticipated threats or hazards to the security or integrity of Protected Information; and (iii) to protect against unauthorized access to or use of Protected Information which could result in substantial harm or inconvenience to any consumer or Contract owner. DISTRIBUTOR shall not use or disclose Protected Information or permit its re-use by or re-disclosure to any other third party other than to carry out the purposes for which the disclosure to DISTRIBUTOR was made.

(c) Purposes for which uses and disclosures of Protected Information may be made include any use or disclosure in the ordinary course of business to carry out the transactions contemplated under this Agreement, and any use or disclosure under any applicable exception set forth in GLBA or as permitted under any applicable state or federal statute or regulation.

(d) DISTRIBUTOR shall (i) inform Great-West of the identity of any third party to which DISTRIBUTOR discloses Protected Information, (ii) require that such third party execute a written agreement to comply with these privacy and security provisions, such execution to occur before the delivery or disclosure of any Protected Information, and (iii) provide Great-West with a copy of the such executed agreement upon request.

(e) DISTRIBUTOR shall inform Great-West of any violation of this section by DISTRIBUTOR or a third party. Great-West shall be entitled to take, or require DISTRIBUTOR to take, any reasonable measures to mitigate any harm, whether potential or actual, to Contract owners or prospective Contract owners resulting from any violation of these privacy and security provisions, including, but not limited to, termination of this Agreement. Great-West reserves the right to remove or terminate DISTRIBUTOR’s access to Great-West’s systems or facilities without notice in the event of a violation of these privacy and security provisions or a security incident.

(f) DISTRIBUTOR and Great-West agree that any public statements regarding the other Party’s information systems or information security programs must be approved by the other Party, in advance, to protect the confidentiality, integrity and availability of such systems and programs.

(g) DISTRIBUTOR and Great-West agree to make their respective internal practices, books and records relating to this Agreement available to the other Party for purposes of determining compliance with these privacy and security provisions with advanced notice during normal business hours.

(h) The Parties agree to maintain diligent hiring practices and train individuals granted access to Protected Information regarding their privacy and security responsibilities.

Great-West SecureFoundation^SM Selling Agreement Page 4 of 11

4.2 Confidential Information

DISTRIBUTOR will treat any non-public information it receives regarding Great-West and its business, including but not limited to underwriting guidelines (hereafter “Confidential Information”) as confidential, will not use Confidential Information other than to carry out the purposes for which the disclosure to DISTRIBUTOR was made, and will not disclose Confidential Information to any third party without Great-West’s prior written consent.

Section 5

Sales and Marketing Material.

5.1 DISTRIBUTOR shall ensure that its officers, employees and representatives will not use any sales material or information, including but not limited to written, audio, or video sales material, or offering documents, unless such material has been provided or approved in writing by Great-West. In accordance with the requirements of law and regulations, DISTRIBUTOR shall maintain complete records indicating the manner, date and extent of distribution of any such solicitation material. Such records and material shall be made available to appropriate regulatory agencies as required by law or regulation. DISTRIBUTOR shall hold Great-West and its affiliates harmless from any liability arising from the use of any material which has not been specifically approved by Great-West in writing, or which is used in a manner inconsistent with Great-West’s’ approval.

5.2 DISTRIBUTOR, its officers, employees, and representatives are not authorized to make any other representations concerning the Great-West program except those contained in the then-current Prospectus, sales materials, and/or information issued and approved in writing by Great-West.

5.3 Great-West will use reasonable efforts to provide to DISTRIBUTOR and its representatives information and assistance, including reasonable quantities of sales literature, reports, and current offering documents for the Contract.

Section 6

Expenses.

Each party shall be responsible for its own costs and expenses in connection with the preparation of, and performance of its obligations under, this Agreement.

Section 7

Indemnification

7.1 DISTRIBUTOR Indemnification of Great-West

DISTRIBUTOR shall indemnify and hold harmless Great-West, its affiliates, and their respective directors, officers, employees, agents and representatives (collectively “Great-West Indemnified Parties”) against any and all losses, claims, damages, liabilities, penalties, fines, deficiencies, expenses, settlement or actions in respect thereof (including reasonable attorneys fees and expenses, but excluding any special damages) (collectively, “Losses”), to which Great-West Indemnified Parties may become subject to, insofar as such Losses are related to this Agreement or the transactions and services contemplated hereby and arise in connection with or as a result of any actual or alleged:

(a) breach by DISTRIBUTOR of any representations or warranties contained herein, or breach or failure of DISTRIBUTOR to perform any of its covenants or agreements set forth herein;

Great-West SecureFoundation^SM Selling Agreement Page 5 of 11

(b) violation by DISTRIBUTOR, its affiliates or its representatives of any applicable law;

(c) statements, claims, representations, or warranties made by DISTRIBUTOR or its representatives to Contract owners or prospective owners, provided that the source of such statements, claims, representations or warranties was not DISTRIBUTOR; or

(d) negligence or misconduct of DISTRIBUTOR related to the offer or sale of the Contract.

7.2 Great-West Indemnification of DISTRIBUTOR

Great-West shall indemnify and hold harmless DISTRIBUTOR, its affiliates, and their respective directors, officers, employees, agents and representatives (collectively “DISTRIBUTOR Indemnified Parties”) against any and all Losses to which DISTRIBUTOR Indemnified Parties may become subject to, insofar as such Losses are related to this Agreement or the transactions and services contemplated hereby and arise in connection with or as a result of any actual or alleged:

(a) breach by Great-West of any representations or warranties contained herein, or breach or failure of Great-West to perform any of its covenants or agreements set forth herein;

(b) violation by Great-West, its affiliates or its representatives of any applicable law;

(c) statements, claims, representations, or warranties made by Great-West or its representatives to Contract owners or prospective owners, provided that the source of such statements, claims, representations or warranties was not Great-West; or

(d) negligence or misconduct of Great-West related to the issuance or administration of the Contract.

7.3 Third Party Claims

As used in this section 7.3, “Indemnified Party” shall refer either to Great-West Indemnified Parties or DISTRIBUTOR Indemnified Parties, as applicable, and “Indemnifying Party” shall refer to the Party obligated hereunder to indemnify such Indemnified Party. In the event that any of the Indemnified Parties is made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party, or in the event that a claim is made by any third party against any of the Indemnified Parties, for any Losses for which the Indemnified Party is entitled to indemnification by the Indemnifying Party pursuant to Section 7.1 or 7.2 above (any such third party claim, action or proceeding being referred to as a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, including, in reasonable detail, the identity of the third party and the nature and amount of the Third Party Claim. The failure to give such notice shall not affect any Indemnified Party’s ability

Great-West SecureFoundation^SM Selling Agreement Page 6 of 11

to seek reimbursement unless such failure has materially prejudiced the Indemnifying Party’s ability to defend successfully a Third Party Claim. The Indemnifying Party shall be entitled, upon written notice delivered to the Indemnified Party, to control the defense and settlement of such Third Party Claim, subject to the further provisions of this Section 7.3 and provided that the Indemnifying Party diligently contests and defends such Third Party Claim. If the Indemnifying Party has so elected to control the defense and settlement of such Third Party Claim, the Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to participate in such defense and settlement and to be represented by attorneys of its own choosing; and if the Indemnifying Party does not so elect to control the defense and settlement of such Third Party Claim, the Indemnifying Party shall be entitled at any time, at its own cost and expense, to participate in such defense and settlement and to be represented by attorneys of its own choosing. The Indemnified Party and the Indemnifying Party shall in any event cooperate with one another in the defense of any Third Party Claim and provide to the other such documents and information as are reasonably requested in connection therewith. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Claim as to which the other Party will have any liability without the prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) if a Third Party Claim seeks equitable relief or (ii) if the subject matter of a Third Party Claim relates to the ongoing business of any of the Indemnified Parties, which Third Party Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business of any of the Indemnified Parties, then the Indemnified Parties shall have the right to control the defense and settlement of such claim, but the Indemnifying Party shall not be liable for any Losses arising from any settlement thereof effected without its consent, which consent shall not be unreasonably withheld or delayed.

7.4 Limitation on Indemnity

In computing the amount of indemnifiable Losses, there shall be deducted therefrom an amount equal to the amount of insurance proceeds, if any, that an Indemnified Party or any of its affiliates actually receives as a consequence of any loss, claim, damage, liability, cost, expense or deficiency giving rise to such Losses.

7.5 Remedies

The rights set forth in this Article 7 shall be each Party’s sole and exclusive remedies, except with respect to available equitable remedies, against the other Parties hereto for any Losses arising out of this Agreement or the obligations contemplated herein. Notwithstanding the foregoing, nothing herein shall prevent either Party hereto from bringing an action based upon allegations of fraud in connection with the transactions contemplated in this Agreement.

7.5 Limitation of Liability

IN NO EVENT SHALL ANY PARTY BE LIABLE FOR LOST PROFITS OR EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES ALLEGED TO HAVE BEEN SUSTAINED, EVEN IF PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.6 Injunctive Relief

The Parties each agree that monetary damages may be an inadequate remedy in the event of a material breach by a Party of the terms of this Agreement, and that any such breach by a Party may cause the other Party great and irreparable injury or damage. Accordingly, nothing in this Agreement shall limit a Party’s right to obtain equitable relief when appropriate.

Great-West SecureFoundation^SM Selling Agreement Page 7 of 11

Section 8

Cooperation.

(a) Great-West agrees to notify DISTRIBUTOR promptly of any change of address or of any written complaint by any Contract owner, state insurance department, Securities and Exchange Commission or other regulatory or oversight agency, litigation or other legal proceeding, whether criminal or civil, with respect to the Contract, brought against it or DISTRIBUTOR, its officers, employees or representatives, by any person, including regulatory agencies of any state or the federal government.

(b) DISTRIBUTOR will notify Great-West promptly of any change of address or of written complaint by any Contract owner, state insurance department, Securities and Exchange Commission or other regulatory or oversight agency, litigation or other legal proceeding, whether criminal or civil, with respect to the Contract; brought against it or Great-West, their officers, employees or affiliates, by any person, including regulatory agencies of any state or the federal government.

(c) DISTRIBUTOR will notify Great-West promptly of any Contract owner that ceases to be a customer of DISTRIBUTOR.

(d) DISTRIBUTOR, its directors, officers, employees, and representatives shall cooperate with Great-West in the investigation and settlement of any or all claims against Great-West, its officers, directors, employees and representatives relating to the solicitation or sale of Contract under this Agreement. Great-West shall promptly forward to DISTRIBUTOR any notice or other relevant information which may come into Great-West’s possession.

(e) Great-West, its directors, officers, employees, and representatives shall cooperate with DISTRIBUTOR in the investigation and settlement of any or all claims against DISTRIBUTOR, its officers, directors, employees and representatives relating to the solicitation or sale of Contract under this Agreement. Great-West shall promptly forward to DISTRIBUTOR any notice or other relevant information which may come into Great-West’s possession.

Section 9

Governing Law.

To the extent that state law is not preempted by any laws of the United States, this Agreement shall be administered, construed and enforced in accordance with the laws of the State of Colorado, without giving effect to conflicts of law principles thereof which might refer such interpretations to the laws of a different state or jurisdiction.

Section 10

Anti-Money Laundering

DISTRIBUTOR hereby acknowledges that: (i) it has adopted an anti-money laundering program that complies with the requirements of applicable anti-money laundering laws,

Great-West SecureFoundation^SM Selling Agreement Page 8 of 11

including the U.S. Patriot Act, the Bank Secrecy Act and applicable regulations thereunder; (ii) it has established a Customer Identification Program in compliance with the rules issued by the Securities and Exchange Commission and the U.S. Department of Treasury in order to implement Section 326 of the U.S. Patriot Act; (iii) it regularly searches its databases for shareholder/customer names and countries appearing on U.S. governmental agencies’ lists of prohibited persons (i.e., lists maintained by the Office of Foreign Assets Control); and (iv) it monitors its compliance with such programs. DISTRIBUTOR agrees to notify Great-West with such periodic certifications of compliance as Great-West may reasonably request.

Section 11

Miscellaneous

(a) This Agreement may not be amended or assigned, except by written instrument signed by all parties.

(b) This Agreement shall inure to the benefit of and be binding upon each party's successors and permitted assigns.

(c) This Agreement may be terminated at any time by Great-West or DISTRIBUTOR upon 30 days advance written notice to the other party. Notwithstanding the foregoing, this Agreement may be terminated immediately by any party for breach (unless such breach is cured within 30 days) or if: (i) another party's representations and warranties set forth herein are or become inaccurate; or (ii) it is reasonably determined by a party that any of the obligations under this Agreement are prohibited or invalid under any law, but only if the parties are not able to modify this Agreement to be in compliance with such law without frustrating a material objective of any party in entering into this Agreement. Further, this Agreement will terminate at the option of Great-West, upon written notice to DISTRIBUTOR, if Great-West determines in its sole judgment exercised in good faith that DISTRIBUTOR has suffered a material adverse change in its business, operations, reputation or financial condition or is the subject of significant, widespread, persistent and negative publicity.

(d) Each of the parties acknowledges and agrees that this Agreement and the arrangement described herein are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.

(e) The terms of Sections 3, 4, 7, and 8 hereof shall survive the termination of this Agreement.

(f) All notices, consents and other communications provided for in this Agreement to be given by one party to any other party will be deemed validly given, if in writing and delivered personally or sent by express delivery or certified mail, return receipt requested, or confirmed facsimile transmission, to the address or telephone numbers provided below:

(i) All communications to Great-West should be sent to:

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

Attn:

Great-West SecureFoundation^SM Selling Agreement Page 9 of 11

(ii) All communications to DISTRIBUTOR should be sent to the address listed below or beneath the signature of the authorized representative signing on behalf of DISTRIBUTOR:

Attn:

(g) Each party will maintain and preserve all records as required by law to be maintained and preserved in connection with the provision of the services it provides hereunder.

(h) This Agreement constitutes the entire agreement between the parties with respect to the transactions covered and contemplated hereunder.

(i) It is understood and expressly stipulated by the parties hereto that none of the trustees, directors, officers, employees, or shareholders of DISTRIBUTOR or Great-West shall be personally liable hereunder.

(o) Neither Party shall be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by an unforeseeable event beyond the reasonable control of a Party, including without limitation: act of God; fire; flood; earthquake; labor strike; sabotage; fiber cut; embargoes; power failure (e.g., rolling blackouts, electrical surges or current fluctuations); lightning; supplier’s failures; act or omissions of telecommunications common carriers; material shortages or unavailability or other delay in delivery not resulting from the responsible Party’s failure to timely place orders therefore; lack of or delay in transportation; government codes, ordinances, laws, rules, regulations or restrictions; war or civil disorder, or act of terrorism.

(p) Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Great-West may subcontract or assign provision of certain services hereunder to its affiliates, without DISTRIBUTOR’s prior written consent. Any such assignment or subcontracting shall not relieve Great-West of its obligations hereunder for such services. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the Parties’ respective successors and permitted assigns

(q) If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

(r) The terms, representations, warranties and agreements of the Parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any person or entity that is not a Party to this Agreement.

(s) This Agreement, together with its Schedules, is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supercedes any prior agreements, negotiations and communications (both written and oral) regarding such subject matter.

Great-West SecureFoundation^SM Selling Agreement Page 10 of 11

The effective date of the Agreement is                     , 2011.

Great-West Life & Annuity Insurance Company

8515 E. Orchard Road

Greenwood Village, CO 80111

By:

Name:

Title:

Date:

DISTRIBUTOR

Address:

By:

Name:

Title:

Date:

Great-West SecureFoundation^SM Selling Agreement Page 11 of 11

EX-4.4

Exhibit 4.4

Group Fixed Deferred Annuity Election Form

[Product Marketing Name]		[Account grouping]
Certificate Owner Information
Last Name	First Name			MI	Social Security Number
Address – Number & Street					Email Address
City		State	Zip Code
					Mo	Day	Year	¨    Female    ¨     Male
(        )		(        )
Home Phone		Work Phone			Date of Birth

Required Signature By signing below, I hereby elect to purchase this Group Deferred Annuity Certificate (“Certificate”). In doing so, I understand the following:

• The Certificate provides for a Guaranteed Lifetime Benefit, but only if certain specified conditions are satisfied;

• The Certificate has no cash value or surrender value;

• The Certificate does not pay dividends or death benefits;

• The Certificate Owner owns the Covered Fund; and

• The Accounts and the investments of the Covered Fund are not assets of Great-West Life & Annuity Insurance Company

Source of Funds:

It is my intent to fund this Certificate with: (select only one):

¨ Funds from my Individual Retirement Account (“IRA”)

¨ Funds from the Roth IRA

¨ Funds from other Account:                                                                                  

             (please specify)

Initial Contribution: $            

Certificate Owner Signature Date

Owner forward to Service Provider at:

[Service Address]

[Phone#: 1-NNN-NNN-NNNN]

[Fax#: 1-NNN-NNN-NNNN]

For Agent Use Only:

Signature Rep Code Source Code Lead Source Date

GLWB-RBD-ele

EX-5

Exhibit 5

[Great-West Life & Annuity Insurance Company]

November 16, 2011

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, CO 80111

Re: Opinion of Counsel

Registration Statement on Form S-1 under the Securities Act of 1933

Ladies and Gentlemen:

This opinion is furnished in connection with the above-referenced registration statement (the “Registration Statement”) of the Great-West SecureFoundation^SM Group Fixed Deferred Annuity Certificate (the “Certificate’) by Great-West Life & Annuity Insurance Company.

I am the Chief Compliance Officer and Chief Legal Counsel, Financial Services of Great-West Life & Annuity Insurance Company (“Great-West”), a Colorado corporation. In so acting, I, or other attorneys under my supervision, have examined the Registration Statement and related documents.

Furthermore, I, or other attorneys working under my supervision, have made such examination of the law, records and documents as in my judgment are necessary or appropriate to enable me to render the opinion expressed below. For purposes of such examination, I have assumed the genuineness of all signatures and the conformity to the original of all copies.

On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, I am of the opinion that:

1. Great-West is a corporation in good standing, duly organized and validly existing under the laws of the State of Colorado, and subject to regulation by the Colorado Division of Insurance.

2. Upon (i) the issuance of the Contract and each Certificate by Great-West and (ii) the delivery of the Contract and each Certificate by Great-West against payment therefore as provided for in the Registration Statement and the Prospectus, each Certificate constitutes a valid and binding obligation of Great-West enforceable against it in accordance with its terms, except to the extent enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including applicable insurance company insolvency laws.

3. The discussion set forth under the caption “Taxation of the Certificate” (the “Discussion”) in the Registration Statement, subject to the qualifications set forth herein, constitutes the opinion of Great-West’s internal counsel as to the material United States federal income tax consequences for purchasers of the Certificates. This opinion is not binding on the Internal Revenue Service or a court. In addition, I must note that the opinion represents merely our best legal judgment on the matters presented and that others may disagree with the conclusions expressed in the Discussion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with the opinion expressed in the Discussion if litigated.

I express no opinion herein other than as to the United States federal law and the law of the State of Colorado. This opinion is rendered as of the date hereof and I assume no obligation to update or supplement this letter to reflect any circumstances, which, may hereafter come to my attention with respect to the opinion and statements set forth above, including any changes in applicable law which may hereafter occur.

I hereby consent to the reference of my name under the caption “Legal Matters” in the prospectus, filed as part of the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Beverly A. Byrne

Beverly A. Byrne

Chief Compliance Officer and Chief Legal Counsel, Financial Services

Great-West Life & Annuity Insurance Company

EX-10.1

Exhibit 10.1

GWLA SECUREFOUNDATION BALANCED ETF TRUST

TRUST AGREEMENT

This Trust Agreement is entered into by and between Great-West Life & Annuity Insurance Company (“Settlor” and “Insurer”), and Orchard Trust Company, LLC (“Trustee”).

RECITALS

WHEREAS, the Settlor wishes to make available certain guaranteed living withdrawal benefit coverage for the benefit of persons and/or entities who are eligible members of certain groups and qualify for such coverage; and

WHEREAS, Settlor wishes such persons to have the benefit of (a) certain coverage that may only be made available on a group basis, or (b) obtaining certain coverage on a group basis; and

WHEREAS, Settlor wishes to establish and maintain a trust such that the Trustee will act as group contractholder for such coverage; and

WHEREAS, Orchard Trust Company has agreed to act as trustee for such a trust in accordance with the Agreement.

NOW, THEREFORE, in consideration mutual promises of the parties and the declaration of trust, the parties agree as follows:

ARTICLE ONE - DEFINITIONS

1.1. “Beneficiary” is any person or entity validly designated under the Contracts to receive benefits thereunder or determined by a court of competent jurisdiction to receive such benefits.

1.2. “Contracts” are the group contracts for which the Trustee is to act as group contractholder.

1.3. “Insurer” and “Settlor” is Great-West Life & Annuity Insurance Company or its successor(s).

1.4. “Participant” is any person or entity who, at the time such person’s or entity’s interest first takes effect, is all or does all of the following: (a) meets the eligibility requirements for a specific group policy or group contract for which the Trustee acts as contractholder; (b) is found acceptable by the Insurer under its underwriting rules, if any, for such contract; and (c) takes all necessary steps to effectuate coverage. Once such interest takes effect, the transferee of any interest, if allowed under the group contract, has the same rights and privileges as the Participant at the time such interest took effect. Participants in the Contracts are not parties to this Agreement.

1.5. “Trust” is the GWLA SecureFoundation Balanced ETF Trust.

Page 1 of 5

1.6. “Trust Fund” is all Contracts, money and other property held by the Trustee of the Trust.

1.7. “Trustee” is Orchard Trust Company or its successor(s).

ARTICLE TWO - TRUST

2.1. The Settlor hereby creates the GWLA SecureFoundation Balanced ETF Trust. The Trustee may enter into contracts, hold property and in all matters act on behalf of the Trust and its Participants.

2.2. Orchard Trust Company is hereby appointed as Trustee of this Trust and Orchard Trust Company hereby accepts such appointment.

2.3. This Trust is established to allow the Trustee to hold Contracts that make available certain guaranteed living withdrawal benefit coverage to eligible persons or entities.

2.4. The situs of the Trust is the State of Colorado.

2.5. No Participant, Beneficiary, or assignee or transferee of any rights of any Participant or Beneficiary shall have any rights or claims to benefits under this Trust except as provided under the Contracts held by the Trustee pursuant to this Agreement.

ARTICLE THREE - TRUST FUND

3.1. The Trust Fund is expected to consist of Contracts. The terms of such Contracts and the rules of eligibility in relation to such Contracts are determined by the Insurer. Amendment or termination of such Contracts or any rights under such Contracts are subject to such Contracts’ terms and all applicable law and regulation.

3.2. Contracts which allow for termination will end according to their terms. Contracts which do not provide for termination will end when the Insurer has satisfied all obligations incurred under the Contracts. Once terminated, Contracts will no longer be part of the Trust Fund.

ARTICLE FOUR - POWERS AND DUTIES OF THE TRUSTEE

4.1 From time to time the Trustee will apply to the Insurer for certain Contracts. The Trustee will maintain all Contracts issued pursuant to such applications, as well as any amendment to such contracts.

4.2 The Trustee may agree on behalf of the Trust and its Participants to any amendments to the Contracts proposed by the Insurer in order to maintain the status of the Contracts and status of Participants and Beneficiaries in relation to such Contracts under Federal or state law, regulation or judicial interpretation. Should any such amendment be agreed to, the Trustee shall, if required by the Insurer, present the affected Contract(s) to the Insurer for amendment.

Page 2 of 5

4.3 The Trustee shall not assume any responsibility or liability for payment, forwarding, remittance or collection of premiums for the Contract. Premiums shall be collected by the Insurer or its appointed agent(s). Any monies relating to the Contracts that might be forwarded to the Trustee or its agent or representative shall be promptly turned over to the Insurer.

4.4 The Trustee shall not assume any responsibility or liability for solicitation of interests in any Contracts, enrollment of Participants, issuance, administration or termination of any certificates representing participation in Contracts, investment of assets to support such Contracts, or any other operations involved in providing the coverages afforded under the Contracts to Participants. Any correspondence received by the Trustee relating to the operation of the Contracts or the certificates issued in relation to such Contracts shall be forwarded promptly to the Insurer.

4.5 The Insurer shall be solely responsible for handling all claims made in relation to the Contracts. The Trustee shall not assume any responsibility or liability for payment or denial of any claim or benefit. Any correspondence received by the Trustee regarding any claim or request for payment of a benefit, or any correspondence relation thereto, shall be forwarded promptly to the Insurer.

4.6 It is the intent of this Agreement that the Trustee shall have no authority, power, duty or responsibility except as expressly set forth in the Agreement which includes, but is not limited to, no authority to file any reports or returns which may be required as a result of the creation of this Trust.

4.7 Should the Trustee be removed or resign, the Trustee shall promptly transfer the Trust Fund to any successor Trustee upon instruction of the Settlor.

4.8 Settlor agrees to indemnify and hold the Trustee harmless as to any person, firm or corporation by reason of its having accepted the same or in carrying out any of its duties hereunder, and reimburse Trustee for all its expenses including, among other things, counsel fees and court costs incurred by reason of its position hereunder or actions taken pursuant hereto, excepting, however, any expenses, losses, including among other things, counsel fees and court costs to the extent incurred because of Trustee’s willful, wrongful acts, or gross negligence. This indemnity paragraph shall survive the term of this Agreement and survive the removal or resignation of the Trustee.

ARTICLE FIVE - SETTLOR’S RIGHTS AND DUTIES

5.1 The Settlor may remove the Trustee at any time. Such removal will take effect not less than sixty (60) days after the delivery of written notice to the Trustee unless otherwise waived in writing by the Trustee.

5.2 Should the Trustee be removed or resign, the Settlor shall appoint a successor Trustee.

Page 3 of 5

ARTICLE SIX - TRUSTEE’S RIGHTS

6.1 The Trustee shall not be liable for any action or failure to act taken in good faith or upon the instruction of the Settlor. The Trustee shall be entitled to rely upon the information provided to it by the Settlor. No bond or other security for the faithful performance of its duties under this Agreement shall be required of the Trustee.

6.2 The Trustee shall not be liable for any action or failure to act by the Insurer in relation to the Contracts.

6.3 The Trustee shall be paid a one-time, initial $2,500 acceptance fee and a $2,500 Annual Administration fee. The Trustee shall be reimbursed for any proper disbursements or expenses relating to the Trust. No commissions or concessions shall be paid to the Trustee relating to the premiums collected on the contracts or the assets supporting the Insurer’s liabilities under the Contracts.

6.4 The Trustee may resign at any time. Such resignation will take effect no less than sixty (60) days after delivery of written notice to the Settlor or such shorter period as agreed in writing by the Settlor.

ARTICLE SEVEN - MISCELLANEOUS

7.1 Should any provision of this Agreement be held to be invalid or illegal, the remaining portions of the Agreement will continue in effect and full force unless the objectives of the agreement can no longer be accomplished.

7.2 It is the intention of the parties that this Trust continue in effect indefinitely. The Trust and this Agreement will terminate automatically when all Contracts in the Trust Fund terminate.

7.3 The Settlor reserves the right to amend or revoke this Agreement. Any such amendment will be delivered to the Trustee for acknowledgment. The prior written consent of the Trustee, which may not be unreasonably withheld, is required for any amendment or revocation which in the opinion of the Trustee may affect the Trustee’s rights and duties.

7.4 Unless otherwise specified, all notices and other communications required hereunder shall be in writing and shall be hand delivered, sent by express delivery or mailed by certified mail to the other party at the following address or such other address as each party may give notice to the other:

If to the Settlor and Insurer:

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

Attn: Beverly A. Byrne

Page 4 of 5

If to Trustee:

Orchard Trust Company

8515 E. Orchard Road

Greenwood Village, Colorado 80111

Attn: Laura G. Miller , Secretary

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective upon execution.

GREAT-WEST LIFE & ANNUITY	ORCHARD TRUST COMPANY, LLC
INSURANCE COMPANY
By:	By:
Robert Shaw	Miles Edwards
Executive Vice President, Ind. Markets	President
Date:	Date:

Page 5 of 5

EX-23.2

Exhibit 23.2

STEPHEN E. ROTH

DIRECT LINE: 202.383.0158

Internet: steve. roth@sutherland.com

CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP

We hereby consent to the reference to our name under the caption “Legal Matters” in the Prospectus filed as part of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-175423) for Great-West Life & Annuity Insurance Company. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of Securities Act of 1933.

SUTHERLAND ASBILL & BRENNAN LLP
By:	/s/ Stephen E. Roth
	Stephen E. Roth

Washington, D.C.

November 17, 2011

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement No. 333-175423 on Form S-1 of our report dated March 31, 2011, relating to the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”), as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, included in the Annual Report on Form 10-K of the Company, which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and includes an explanatory paragraph referring to the change in accounting for the recognition and presentation of other-than-temporary impairments for certain investments, as required by accounting guidance adopted on April 1, 2009.

We also consent to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

November 16, 2011

EX-24

Exhibit 24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, A. Desmarais, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of the Great-West SecureFoundation^SM Group Fixed Deferred Annuity Certificate issued by Great-West Life & Annuity Insurance Company on Form S-1 or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of June, 2011.

/s/ André Desmarais

A. Desmarais

Member, Board of Directors

Great-West Life & Annuity Insurance Company

Witness:

/s/ Emilia Bruno

Name: Emilia Bruno

CORRESP

November 17, 2011

VIA EDGAR AND E-MAIL

Patrick Scott

Senior Counsel

Office of Insurance Products

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-4644

Re: Great-West Life & Annuity Insurance Company

Great-West SecureFoundation^SM Group Fixed Deferred Annuity Certificate

File No. 333-175423

Dear Mr. Scott:

On behalf of Great-West Life & Annuity Insurance Company (the “Company”), enclosed for your convenience is a courtesy copy of Pre-Effective Amendment No. 1 (the “Amendment”) to the above-captioned registration statement on Form S-1. The Amendment was filed with the Securities and Exchange Commission (the “Commission”) on November 17, 2011. For your convenience, the enclosed copy has been marked to highlight changes made from the initial registration statement.

The Amendment incorporates changes made in response to comments raised by the Commission staff in a letter to the Company dated September 7, 2011 on the registration statement originally filed with the Commission on July 8, 2011. The Amendment also contains clarifying or stylistic changes and includes other information necessary to complete the registration statement.

The following paragraphs provide the Company’s responses to the comments raised by the Commission staff. For the staff’s convenience, the staff’s comments are set forth in full below, followed by our response.

PROSPECTUS

1. How much will your Certificate cost (page 2)

    a. Comment: Please revise the last sentence in the first paragraph to indicate, if accurate, that fees paid prior to the certificate’s termination will not be refunded.

Response: The Company has revised the last sentence in the first paragraph to read as follows: “We will not provide Certificate Owners with notice before termination of the Certificate, and we will not refund any Guarantee Benefit Fee payments made prior to termination of the Certificate.”

Patrick Scott

November 17, 2011

Page 2 of 5

    b. Comment: Disclosure states that the Company reserves the right to change the Guarantee Benefit Fee for any reason, within the minimum and maximum range, whether or not the experience factors change. Consider providing an example of circumstances or economic environment that would cause the Company to implement such a change of the Guarantee Benefit Fee.

Response: The Company has added an example regarding a faster-than-expected improvement in mortality experience, which might cause an increase in the Guarantee Benefit Fee.

2. How does your Certificate work? – Settlement Phase – Is the certificate right for you? (pages 3 & 4):

    a. Comment: The disclosure gives you examples of “certain other fees not directly associated with the Certificate or Group Contract” that cause the Settlement Phase to begin. Please clarify the disclosure by stating what fees would not be applicable or cause that phase to begin.

Response: The Company has clarified the disclosure by including a reference to the section on page 11 entitled “Fees Associated with the Portfolio.” To this section, the Company has provided examples of fees that are not Excess Withdrawals and fees that are Excess Withdrawals. Fees that are Excess Withdrawals (which would not cause the Settlement Phase to begin) include (a) trading and transaction (e.g., bounced check or stop payment) fees associated with other assets in the Investment Portfolio that are deducted from the Covered Fund Value and (b) advisory fees in excess of 1.5% of the Covered Fund Value.

    b. Comment: Because the disclosure at the bottom of page 3 suggests that required minimum distributions under the Code will count as Excess Withdrawals, consider disclosure that those who will be subject to required minimum distributions should consider the appropriateness of this product.

Response: The Company has added the following disclosure: “As a result, those who will be subject to required minimum distributions should consider the appropriateness of this product.”

    c. Comment: Disclose on page 5 (The Covered Fund may become ineligible) that, if the Transfer does not take place, the certificate will terminate.

Response: The Company has added the requested language.

3. Guarantee Benefit Fee (page 22)

Comment: Disclosure at page 22 states that the Company will deduct the Guarantee Benefit Fee by redeeming the number of fund shares equal to the Guarantee Benefit Fee.

Patrick Scott

November 17, 2011

Page 3 of 5

Disclosure elsewhere in the prospectus states that if the Company does not receive the Guarantee Benefit Fee, including as a result of the failure of your Financial Services Provider to submit it, the certificate will terminate. Please clarify how the fee is paid. Clarify whether the Owner is responsible for submitting the fee. Although the fee appears to be redeemed from Covered Fund shares, consider adding as a risk factor termination of the Certificate resulting from failure on the part of the Owner to pay, or cover, the fee.

Response: The Company has added language in the first paragraph of the Guarantee Benefit Fee section on page 22 to clarify the Financial Services Provider’s role in both the redemption of Covered Fund shares and subsequent payment of the Guarantee Benefit Fee. A risk factor on page 6 discloses the risk that the certificate will terminate if the Guarantee Benefit Fee is not paid. Please see The Certificate will terminate if the Guarantee Benefit Fee is not paid.

ADDITIONAL COMMENTS

1. Financial Schedules

Comment: Please include the financial schedules per Item 16(b) as required by regulation S-X and Item 11(e) of Form S-1.

Response: The Company has incorporated by reference its Form 10-K for the fiscal year ended December 31, 2010 in this filing.

2. Financial Statements, Exhibits, and Certain Other Information

Comment: Any financial statements, exhibits, and any other required disclosure not included in this registration statement must be filed by pre-effective amendment to the registration statement.

Response: The Company has included all required or missing disclosure in this Amendment.

3. Representation

Comment: We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the registrant is in possession of all facts relating to the registrant’s disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

Patrick Scott

November 17, 2011

Page 4 of 5

Notwithstanding our comments, in the event the registrant requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of lnvestment Management in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.

Response: The Company acknowledges that, with respect to the above-referenced filing:

• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• The registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*      *      *      *       *

We believe that the Amendment responds to all Commission staff comments. We respectfully request that the staff review these materials as soon as possible. Requests for acceleration from the Company and from the principal underwriter accompany this filing, seeking acceleration of the effectiveness of the registration statement to December 1, 2011. Any assistance you can provide to the Company to assist it in meeting this request would be very much appreciated.

Patrick Scott

November 17, 2011

Page 5 of 5

Please do not hesitate to call the undersigned at 303.737.2013, Matt Maxwell at 303.737.3011, or Stephen E. Roth at 202.383.0158 with any questions or comments concerning this response. We greatly appreciate the staff’s efforts in assisting the Company with this filing.

Very truly yours,

/s/ Keith E. Grindstaff

Keith E. Grindstaff

Enclosures

cc: Stephen E. Roth

CORRESP

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

8515 East Orchard Road

Greenwood Village, CO 80111

November 17, 2011

Via Edgar Correspondence

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Great-West Life & Annuity Insurance Company (“Registrant”)

Pre-Effective Amendment No. 1 to Registration Statement on Form S-1

File No. 333-175423

Commissioners:

Registrant and GWFS Equities, Inc. (“Underwriter”), as principal underwriter of the Certificates that are the subject to the above-referenced Registration Statement, each hereby request, pursuant to Rule 461 under the Securities Act of 1933, that the Commission declare the Registration Statement effective on December 1, 2011 or as soon prior to or thereafter as practicable.

To our knowledge, no distribution of copies of the Registration Statement or the prospectus included therein has been made to prospective investors. Distributions thereof have been made only for purposes of internal use by Registrant and for regulatory filings.

Registrant and Underwriter each submit that this request satisfies the standards of Rule 461 and is consistent with the public interest and the protection of investors.

Registrant and Underwriter each acknowledge that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
Great-West Life & Annuity Insurance Company	GWFS Equities, Inc.
By:	By:
/s/ Christopher Bergeon	/s/ Mary Maiers
Christopher Bergeon	Mary Maiers
Vice President	Vice President and Investments
	Compliance Officer

cc: Patrick F. Scott

Office of Insurance Products