Great-West Life & Annuity Insurance Company A Stock Company

Current GAW % before Ratchet:  4%

Attained Age GAW% after Ratchet Date: 6%

(Current GAW %) x (Current Benefit Base) = 4% x $125,000 = $5,000

(Attained age withdrawal %) x (Covered Fund Value) = 6% x $75,000 = $4,500

So           Because $4,500 is less than current GAW of $5,000, no Reset

5.06        EFFECT OF EXCESS WITHDRAWALS DURING THE WITHDRAWAL PHASE

After the Initial Installment Date, a Distribution or Transfer combined with all other amounts in excess of the GAW will be considered an Excess Withdrawal.    The Benefit Base and GAW will be reduced by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW).

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

Numerical Example:

Covered Fund Value before GAW = $55,000

Benefit Base = $100,000

GAW %: 5%

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

Total annual withdrawal: $10,000
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 (assuming no Benefit Base increase on succeeding Ratchet Date) = $90,000 x 5% = $4,500

5.07        CHANGE OF INSTALLMENT FREQUENCY DURING WITHDRAWAL PHASE

The GLWB Participant may Request to change the Installment Frequency Option starting on each Ratchet Date during the Withdrawal Phase.

At any time during the Withdrawal Phase, the GLWB Participant receiving Installments more frequently than annually may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.  It is GLWB Participant’s 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 that will commence upon the next Ratchet Date, if applicable.  If the GLWB Participant chooses not to suspend remaining Installments for the year, an Excess Withdrawal may occur.  If the GLWB Participant does not elect to recommence Installments at least thirty (30) calendar days prior to Ratchet Date, no additional Installments shall be made until GLWB Participant notifies Great-West at least thirty (30) calendar days prior to the next Ratchet Date.  GLWB Participant’s Withdrawal Phase Ratchet Date shall remain in effect while Installments are suspended.

5.08        QDROS DURING WITHDRAWAL PHASE

A Request in connection with a Qualified Domestic Relations Order (QDRO) must be approved by Plan Sponsor, except as otherwise agreed.  Great-West will make payment to the Alternate Payees and/or establish an Account on behalf of the Alternate Payees named in such order.  The Alternate Payees shall be treated as a surviving spouse for purposes of Code section 401(a)(9) and shall be responsible for submitting a Request to begin Distributions in accordance with the Code.

Pursuant to the instructions in the QDRO, 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 QDRO.  GLWB Participant may continue to receive the proportional GAWs after the accounts are split.  If the Alternate

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Payee is the GLWB Participant’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 Participant pursuant to the provisions of Section 4.06.

Pursuant to the instructions in the QDRO, if there are two Covered Persons, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Value as of the effective date of the QDRO.  GLWB Participant 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 Participant’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 Withdrawal Phase based on the amounts calculated pursuant to the joint Covered Persons GAW% in Section 5.01 after the accounts are split.   A new Ratchet Date will be established for the Alternate Payee on the date the Accounts are split.  Pursuant to Section 5.05, the GLWB Participant and Alternate Payee can each elect a Reset based on the person’s own Attained Age GAW% for joint Covered Persons.

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.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base or GAW but may elect to establish a new GLWB.  The Benefit Base and 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 Participant, he or she will be subject to all terms and conditions of the Contract, the Plan and the Code.

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

5.09        VESTING

The GAW for a GLWB Participant who is employed, but not fully vested under the Plan, will be based on such GLWB Participant’s vested portion of the Benefit Base, as determined by dividing the vested portion of each Covered Fund by the total Covered Fund Value.  As the GLWB Participant continues to vest, the GAW is proportionately adjusted to reflect additional vested amounts of Covered Fund Value on each Ratchet Date.  Should the GLWB Participant not become fully vested because of severance from service or any other reason, any unvested Covered Fund Value shall be returned to the Plan’s forfeiture account and the Benefit Base will adjust proportionately.

Numerical Example:

·    GLWB Participant information:

·                  $100,000 Benefit Base

·                  GAWs start at age 62: GAW% at 5%

·                  Vesting percent at age 62: 50%

·                  Vesting percent at age 63: 60%

·                  Vesting percent at age 64: 70%

·    Guaranteed Annual Withdrawal:

·                  Age 62: $100,000 x 5% x 50% = $2,500

·                  Age 63: $100,000 x 5% x 60% = $3,000

·                  Age 64: $100,000 x 5% x 70% = $3,500

A GLWB Participant who has severed service, but is not fully vested in the Plan may elect GAWs, if eligible pursuant to the terms of the Contract and the Plan.  The Benefit Base shall be reduced proportionately based on the vested Covered Fund Value with unvested Covered Fund Value returned to the Plan’s forfeiture account.

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Numerical Example:

·    GLWB Participant information:

·                  $100,000 Benefit Base

·                  $60,000 Covered Fund Value

·                  GAWs start at age 62: 5%

·                  Vested percent at age 62: 50%

·    When GAWs start:

·                  Unvested Covered Fund Value is returned to Plan’s forfeiture account

·                  Unvested Covered Fund Value: 0.50% x $60,000 = $30,000

·                  Note: Covered Fund Value is reduced by 50%

·                  Benefit Base is adjusted proportionately to Covered Fund Value reduction:

·                  Benefit Base Adjustment: 0.50% x $100,000 = $50,000

·                  Note: New Benefit Base is $50,000

·                  GAWs start based on new Benefit Base:

·                  GAW = 5% x $50,000 = $2,500

5.10        PAYMENTS ON DEATH DURING WITHDRAWAL PHASE

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

If the GLWB Participant dies after the Initial Installment date without a second Covered Person, the GLWB will terminate and no further Installments will be paid.  The remaining Covered Fund Value shall be distributed to the Beneficiary in accordance with Plan provisions.  If permitted by the Plan, the GLWB Participant’s Beneficiary may elect to become a GLWB Participant to which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the Contract, the Plan and the Code.  Any election made by the Beneficiary is irrevocable.

If a GLWB Participant Dies After the Initial Installment Date while Second Covered Person is Living

Upon the death of an GLWB Participant after the Initial Installment Date, and while the second Covered Person is still living, the second Covered Person/Beneficiary may elect to become a GLWB Participant (if permitted by the Plan and the Code) and he or she will acquire all rights under the Contract and continue to receive GAWs based on the original GLWB Participant’s election.  Installments may continue to be paid to the surviving Covered Person based on the GAW% for joint Covered Persons in Section 5.01.   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 Participant pursuant to the provisions of Section 4.07.  In either situation the Ratchet Date will be the date the Account is established.

To the extent to that the Beneficiary becomes a GLWB Participant; he or she will be subject to all terms and conditions of the Contract, the Plan and the Code.

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

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SECTION 6: SETTLEMENT PHASE

6.01        CONTRACT RIGHTS AND BENEFITS

During the Settlement Phase, rights to receive Installments will continue but all other rights and benefits under the Contract will terminate.

6.02        FEES

The Guarantee Benefit Fee (described in Section 9) will not be deducted during the Settlement Phase.

6.03        INSTALLMENTS

Installments will continue in the same frequency as previously elected, and cannot be changed during the Settlement Phase.

6.04        QDROS DURING THE SETTLEMENT PHASE

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

6.05        DEATH DURING THE SETTLEMENT PHASE

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

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SECTION 7: BENEFIT BASE CAP

The Benefit Base may not exceed [$5 million].   Any value over [$5 million] will be considered excess Covered Fund Value and will not be used to calculate GAWs or the Guarantee Benefit Fee (described in Section 9).  A GLWB Participant may Transfer or Distribute any excess Covered Fund Value on a dollar for dollar basis without reducing the Benefit Base.  However, if the Covered Fund Value falls below [$5 million] based on Excess Withdrawals, the Benefit Base will adjust pursuant to the terms of the Contract.

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SECTION 8: REQUIRED MINIMUM DISTRIBUTION

RMDs made under this Contract will only be made in a manner consistent with Code section 401(a)(9).  It is GLWB Participant’s or Plan Sponsor’s responsibility to Request payments in accordance with the minimum distribution requirements.  Great-West is not responsible for any penalties resulting from a failure to Request timely payments in the proper amount.

Any RMDs during the Accumulation Phase shall be considered an Excess Withdrawal.

During the Withdrawal Phase, RMDs are not Excess Withdrawals if the Distribution made under the Contract causes the total Distributions to exceed GAW amount.   The Benefit Base will not be reduced for a RMD Installment to the extent that the RMD Amount is attributable to the Covered Fund.

A GLWB Participant should consult a qualified tax advisor regarding withdrawals to satisfy his or her RMD amount.

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SECTION 9: GUARANTEE BENEFIT FEE

An annual fee (the “Guarantee Benefit Fee”) will be deducted from the GLWB Participant’s Covered Fund Value up to $5 million.  Any Covered Fund Value exceeding $5 million shall not factor into the Guarantee Benefit Fee calculation.  [One-twelfth] of the Guarantee Benefit Fee is deducted on a [monthly] basis in arrears.  Great-West reserves the right to change the frequency of the deduction, but will notify the GLWB Participant and Plan Sponsor in writing at least thirty (30) calendar days prior to the change.

The percentage amount of the Guarantee Benefit Fee will not be lower than 0.70% and not higher than 1.5% of Covered Fund Value.  Great-West shall inform the Plan Sponsor of the current percentage amount of the Guarantee Benefit Fee.  The Guarantee Benefit Fee will be divided by [twelve] on the date Great-West charges the fee.  The Guarantee Benefit Fee is withdrawn from the Covered Fund, and Great-West is authorized to cause the Plan trustee or custodian to remit the Guarantee Benefit Fee when due, if applicable.

The Guarantee Benefit Fee begins at the end of the month in which the Election Date falls; provided, however, the Guarantee Benefit Fee will be first assessed in the first month following the month in which the Election Date falls, if all of the following occur: (1) the Plan Sponsor causes any or all of its Plan Participants, Alternate Payees or Beneficiaries to invest in a Covered Fund, (2) the investment in the Covered Fund is concurrent with the Election Date, and (3) the investment in the Covered Fund occurs during the same month as the Contract Date due to a conversion from a previous provider. Great-West reserves the right to change the Guarantee Benefit Fee at any time and for any reason upon thirty (30) days written notice to the GLWB Participant and Plan Sponsor.  Any change to the fee will affect all assets in the Covered Fund(s).

If Great-West does not receive the Guarantee Benefit Fee for the GLWB attributed to a GLWB Participant, the GLWB attributed to such GLWB Participant will terminate as of the date such Guarantee Benefit Fee is due.  Other fees and charges applicable to the Plan may affect the Covered Fund Value.

The Guarantee Benefit Fee is not deducted during the GLWB Participant’s Settlement Phase.

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SECTION 10: CONTRACT TERMINATION

Unless otherwise provided in this Contract, either Great-West or Plan Sponsor may terminate this Contract with advance written notice to the other party. The Contract termination date shall be the [seventy-fifth (75th)] day after the date written notice is received in the Administrative Offices in good order.  If the [seventy-fifth (75th)] day is not a Business Day, the Contract termination date shall be the Business Day immediately following the [seventy-fifth (75th)] day.  Prior to the Contract termination date, Great-West and Plan Sponsor may agree to an alternate Contract termination date.

If the Plan Sponsor Terminates the Contract

If the Plan Sponsor terminates the Contract, all benefits, rights, and privileges provided by this Contract, including without limitation, the GLWB, shall terminate; provided, however, that those benefits and rights conferred upon GLWB Participants in Settlement Phase at time of contract termination pursuant to Section 6 of the Contract shall remain in full force and effect as if the Contract had not been terminated.  With respect to such Participants, the following Sections of the Contract shall survive termination:  6.04, 6.05, 11.03, 11.04, 11.05, 11.06, 11.09, 11.10, 11.11 and 11.14.  If the Plan Sponsor terminates the Contract, the Plan Sponsor may not apply for a new contract until ninety (90) calendar days after the date of the most recent Contract termination.  In this event, the provisions in the previous Contract will no longer apply.

GLWB Participants who are not eligible to receive Distributions under the Plan or who are eligible to receive their Distributions but do not take a Distribution and rollover the Covered Fund Value to an IRA offering the GLWB as described below prior to Contract termination date, shall have the Benefit Base and Covered Fund Value reduced to zero and any and all other benefits provided under this Contract shall terminate on the Contract termination date.

If Great-West Terminates the Contract

If Great-West terminates the Contract, such termination will not adversely affect the GLWB Participant’s rights under this Contract, except that additional Contract Contributions may not be invested in the Covered Funds other than reinvested dividends and capital gains.

Other Termination

This Contract and the GLWB shall automatically terminate if: (i) the Plan Sponsor discontinues the use of a Great-West approved Covered Fund, (ii) Great-West is unable to collect the Guarantee Benefit Fee; or (iii) Great-West cannot effectively administer the GLWB.  Should the Contract terminate under this subsection, the Plan Sponsor, rather than Great-West, shall be treated as having terminated the Contract.

In the event of any Contract termination, any GLWB Participant who is eligible to receive Distributions under the Plan prior to the Contract termination date may elect a direct rollover of their Covered Fund assets to a Individual Retirement Account (“IRA”) that offers a Great-West approved GLWB feature, if available.   GLWB Participants who make this election will retain their Benefit Base from this Contract and their GAW, if applicable, as of the date of Distribution from the Covered Funds.  If the GLWB Participants choose to transfer their Covered Fund assets to any investment vehicle not offering a GLWB portability option, the GLWB Participant’s Benefit Base and GAW, if applicable, will be reduced to zero as of the date of the Distribution from the Covered Funds.

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SECTION 11: GENERAL PROVISIONS

11.01      CONTRACT

Great-West has issued this Contract to Plan Sponsor in consideration of the application.

11.02      CERTIFICATE

Great-West shall issue to the Contractholder, for delivery by it to each Covered Person to whom Installments are being made during the Settlement Phase under this Contract, a certificate or other statement setting forth in substance the benefits, rights, and privileges to which such person is entitled under this Contract.

11.03      ENTIRE CONTRACT

This Contract, including the application, amendments, endorsements, letter agreements, specification page, if any, and or other riders, if any, constitutes the entire contract between Plan Sponsor and Great-West.

All statements in the application, in the absence of fraud, have been accepted as representations and not warranties.  Only the President, Vice-President, or the Secretary of Great-West, or their authorized designees, can agree on behalf of Great-West to modify any provisions of this Contract.

One or more provisions of this Contract may be clarified by letter agreement, amendment, or other writing executed by both Great-West and the Plan Sponsor.

11.04      CONTRACT MODIFICATION

Great-West may modify this Contract from time to time to conform it to changes in tax or other law, including applicable regulations and rulings, without consent of Plan Sponsor or any other person.  Great-West will provide notice and a copy of any such modification to Plan Sponsor as soon as reasonably practicable.

Plan Sponsor and Great-West may, by written agreement, make other modifications to this Contract, subject to the approval of the appropriate state department of insurance, if applicable.  No such modification will, without the written consent of Plan Sponsor, affect the terms, provisions, or conditions of this Contract, which are or may be applicable to Contract Contributions made prior to the date of such modification.

11.05      MODIFICATION OF COVERED FUNDS

Great-West may, without the consent of the Plan Sponsor, offer a new Covered Fund(s) or cease offering a Covered Fund(s).  Great-West will notify the Plan Sponsor whenever the Covered Funds are changed.  Absent different instructions from the Plan, Great-West shall complete the allocations between the Covered Fund(s) as disclosed in the notice as of the effective date of the change.  Such allocation will remain in effect until the date Great-West receives a Request for a different allocation.

11.06      PLAN PROVISIONS

In all cases, the Plan document shall determine (subject to the Code) the specific features of the Plan, which may include the availability of certain types of investment options, distributions, loans, and other features allowed but not mandated by the Code. Any provision of this Contract which relates to a feature that conflicts with the Plan shall not apply.

11.07      NON-PARTICIPATING

This Contract is Non-Participating.  Neither the Plan Sponsor nor the Contractholder is eligible to share in Great-West’s divisible surplus.

11.08      CURRENCY AND CONTRACT CONTRIBUTIONS

All amounts to be paid to or by Great-West must be in currency of the United States of America.  All Contract Contributions to this Contract must be made payable to Great-West or to a designee acceptable to Great-West.

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11.09      NOTICES OR OTHER COMMUNICATIONS

Any notice or demand by Great-West to or upon Plan Sponsor, any GLWB Participant, Covered Person or other person, if applicable, may be given by mailing it to that person’s last known address as stated in Great-West’s file through the United States Postal Service or last known email address or facsimile number on file.

An application, report, Request, election, direction, notice or demand by Plan Sponsor, GLWB Participant or other Covered Person(s), if applicable, will be made in a form satisfactory to Great-West.  When Great-West requires it, Plan Sponsor will obtain the signature of the GLWB Participant on forms provided by Great-West.  Great-West must first approve any written materials developed by any other person describing this Contract.

11.10      DISCLAIMER

Nothing contained in this Contract shall be construed to be tax or legal advice, and Great-West assumes no responsibility or liability for any costs, including but not limited to taxes, penalties or interest incurred by the Plan, Plan Sponsor, Contractholder, any GLWB Participant, Covered Person or any other person, if applicable, arising out of a determination of liability.  Great-West shall not be held liable for the negligence, willful misconduct, or failure to perform of any third party.

11.11      REPRESENTATIONS

Great-West shall be entitled to rely and act solely on the reports, directions, proofs, notices, elections, and other information furnished to it by the Contractholder, Plan Sponsor, GLWB Participants, Alternate Payees, Covered Persons, Beneficiaries or their respective agents, and such acts shall be conclusive and binding as to all persons or corporations claiming an interest hereunder.

11.12      NON-WAIVER

Great-West may, in its sole discretion, elect not to exercise a right, privilege, or option under the Contract.  Such election shall not constitute a waiver of the right to exercise such right, privilege, or option at any subsequent time, nor shall it constitute a waiver of any provision of the Contract.

11.13      APPLICABLE TAX

An Applicable Tax may be assessed on the Covered Fund Value or any Distribution, based on applicable state law during the term of the Contract.

11.14      INFORMATION

The Plan Sponsor shall furnish all information that Great-West may reasonably require for the administration of this Contract.  Great-West shall not be responsible for any obligation under this Contract until it receives all requested information in a form acceptable to Great-West.

11.15      ROLLOVERS

If the payee of an eligible rollover Distribution elects to have the Distribution paid directly to a specified eligible retirement plan, as defined in Code section 402(c)(8)(B), then the Distribution will be paid to that eligible retirement plan in a direct rollover.  Required de minimis Distributions under the Plan, if any, will be sent to the IRA provider selected by the Contractholder.  A rollover Distribution may reduce the Benefit Base to zero.

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SECTION 12: ANNUITY PAYMENT OPTIONS

12.01      EFFECT OF ANNUITIZATION

If the GLWB Participant elects to annuitize, if permitted by the Plan, the GLWB will terminate for those Covered Fund assets and all previously incurred fees will not be refunded.

12.02      ANNUITY PAYMENT OPTIONS

If, based upon information provided by Plan Sponsor, the GLWB Participant is entitled to a Distribution under the applicable terms and provisions of the Plan and the Code sections governing the Plan, all or a portion of an Account may be applied to an annuity payment option selected by the GLWB Participant, so long as the requirements of Code section 401(a)(9) are met.  Thereafter, this Contract 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 vested Account value elected by GLWB Participant, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Contract.

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 this Contract, to each Annuitant describing the benefits payable under the elected annuity payment option.

12.03      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 thirty (30) days prior to the Annuity Commencement Date elected by the GLWB Participant.

To the extent available under the Plan, the available 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 Plan, 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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SECTION 13: MISSTATEMENT OF AGE OR DEATH

Great-West may require adequate proof of the age and death of Annuitant or GLWB Participant before processing a Request for GAWs and annuity payments.  If the age of the Annuitants or GLWB Participant/Covered Person(s) has been misstated, the Installment or annuity payment established for he or she will be made on the basis or his or her correct age.

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

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