As filed with the Securities and Exchange Commission on April 196, ~~2022~~2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Registration Statement Under The Securities Act Of 1933

~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America

(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)

Edmund F. Murphy III President and Chief Executive Officer ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America 8515 East Orchard Road Greenwood Village, CO 80111 (800) 537-2033 Copy to: Stephen E. Roth, Esq Eversheds Sutherland (US) LLP 700 Sixth Street, N.W. Washington, DC 20001-3980 (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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	Accelerated Filer
Non-Accelerated Filer x	Smaller Reporting Company
	Emerging growth company

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

Registration No. 333-

~~Great-West~~ Empower SecureFoundation® Group Fixed Deferred Annuity ~~Certificate~~ Contract

Issued by:

~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America

~~April 19~~May 1, ~~2022~~2023

This prospectus describes the ~~Great-West~~Empower SecureFoundation® Group Fixed Deferred Annuity ~~Certificate~~ Contract (the “~~Certificate~~Contract”) issued by ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America. The ~~Certificate~~Contract iswill be offered to ~~individual~~sponsors ~~retirement~~(“Plan ~~account~~Sponsor”) of retirement plans established under Section 403(b) of the Internal Revenue Code (“~~IRA~~Retirement Plan”). ~~owners~~The ~~that~~Contract describes the Guaranteed Lifetime Withdrawal Benefit (“GLWB”). A certificate (“Certificate”) will be issued to participants in each Retirement Plan who purchase shares of the ~~Great-West~~Empower SecureFoundation® Balanced Fund (the “Covered Fund”). A Retirement Plan participant who elects the GLWB is referred to as a “GLWB Participant.” The ~~Certificate~~Contract provides for guaranteed income for the life of a designated person based on the ~~Certificate~~GLWB ~~Owner~~Participant’s investment in the Covered Fund, provided all conditions specified in the ~~Certificate~~Contract are met, regardless of how long the designated person lives or the actual performance or value of the Covered Fund. As described in further detail throughout this Prospectus, the GLWB payments are made from ~~the~~your own Covered Fund value (i.e., withdrawals are made from your own money) until these GLWB payments reduce ~~your~~ the Covered Fund value to $0, at which point we start using our own money to continue making the GLWB payments to you. As a result, it is possible that we may never make GLWB payments to you from our own money.

The Contract and the Certificate ~~has~~have no cash value and no surrender value. The interests of the ~~Certificate~~Retirement ~~Owner~~Plan and the GLWB Participant in the Contract and the Certificate, as applicable, may not be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way, however, if the Retirement Plan is consolidated or merged with another plan or if the assets and liabilities of the Retirement Plan are transferred to another plan, the Contract may be assigned to the new Plan Sponsor and/or trustee.

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

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

Important Note: Currently, there is only one available Covered Fund– The SecureFoundation® Balanced Fund. Accordingly, any references to Covered Funds and Variable Accounts are applicable to The SecureFoundation® Balanced Fund only. Transfers can be made only to other investment options under your ~~IRA~~ Account. A Request for a withdrawal or Transfer of ~~your~~ your total Covered Fund Value in the SecureFoundation® Balanced Fund will result in termination of your participation in the GLWB and the Certificate, and your Benefit Base will be reduced to zero.

It is generally not beneficial for you to annuitize your Certificate. The Certificate was designed specifically to provide the Guaranteed Lifetime Withdrawal Benefit, and you will have paid a non-refundable fee for such benefit. In addition, the annuity payment amount might be less than the GLWB payout would provide.

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 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.

~~The Certificate:~~i

The Contract/ 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~~ Contract is subject to certain risks. See “Risk Factors,” below. The ~~Certificate~~Contract is novel and innovative. While we understand that the Internal Revenue Service may be considering tax issues associated with products similar to the ~~Certificate~~Contract, to date the tax consequences of the ~~Certificate~~Contract have not been addressed in published legal authorities. Under the circumstances, ~~you~~the Plan Sponsor and prospective GLWB Participants should therefore consult a tax advisor before purchasing the ~~Certificate.~~Contract or the GLWB. You should not purchase the ~~Certificate~~GLWB for the purpose of additional ~~tax~~ tax deferral.

Table of Contents

SUMMARY 1 Preliminary Note Regarding Terms Used in This Prospectus 1 What is the ~~Certificate~~GLWB? 1 How much will ~~your~~the ~~Certificate~~GLWB cost? 1 Can the GLWB Participant cancel the GLWB? 2 What happens if the Contract Owner/Plan Sponsor eliminates the Covered Fund from my Plan? 2 Can ~~you~~the Contract Owner/Plan Sponsor cancel ~~your~~the ~~Certificate~~Contract? 2 What protection does the ~~Certificate~~GLWB provide? 2 How does ~~your~~the ~~Certificate~~GLWB work? 3 How dodoes ~~you~~the ~~purchase~~Contract Owner/Plan Sponsor apply for the Contract? 3 How does a ~~Certificate~~Retirement Plan participant elect the GLWB? 3 What is the Designated Investment Option? 34 Is the ~~Certificate~~GLWB right for ~~you~~Retirement Plan participants? 4 RISK FACTORS REGARDING THE ~~CERTIFICATE~~CONTRACT 4 ~~Your~~The GLWB Participant’s receipt of payments from us is subject to our claims paying ability. 6 ~~Other Information: 6~~ THE ~~CERTIFICATE~~CONTRACT 7 INVESTMENT OPTIONS– —THE COVERED FUND~~(S)~~ 7 ~~GREAT-WEST~~EMPOWER SECUREFOUNDATION BALANCED FUND 8 ADDING AND REMOVING COVERED FUNDS 8 IRA ROLLOVERS 89 THE ACCUMULATION PHASE 9 Covered Fund Value 9 Benefit Base 910 Subsequent ~~Certificate~~Contract Contributions to Your Account 10 Ratchet Date Adjustments to the Benefit Base 10 Excess Withdrawals During the Accumulation Phase 1011 Types of Excess Withdrawals 11 Treatment of a Distribution During the Accumulation Phase 1112 Loans 12 Death During the Accumulation Phase 1112 THE GAW PHASE 12 Installments 1213 Calculation of Installment Amount 1213 Installment Frequency Options 1314 Vesting 15 Lump Sum Distribution Option 1416 Suspending and Re-Commencing Installments After a Lump Sum Distribution 1416 Optional Resets of the GAW During the GAW Phase 1416 Effect of Excess Withdrawals During the GAW Phase 1517 Death During the GAW Phase ~~16 THE SETTLEMENT PHASE 16 EXAMPLES OF HOW THE CERTIFICATE WORKS 16 GUARANTEE BENEFIT FEE 19~~18

iii

~~IRA~~THE SETTLEMENT PHASE 18 EXAMPLES OF HOW THE GLWB WORKS 18 GUARANTEE BENEFIT FEE 21 RETIREMENT PLAN, ADVISORY, CUSTODIAN AND COVERED FUND FEES AND CHARGES 2123 DIVORCE PROVISIONS UNDER THE ~~CERTIFICATE~~CONTRACT 2123 During the Accumulation Phase 2123 During the GAW Phase 2123 During the Settlement Phase 2224 EFFECT OF ANNUITIZATION 2224 Election of Annuity Options 2224 TERMINATION OF THE ~~GROUP~~ CONTRACT 2325 ~~TERMINATION~~If OFthe ~~THE~~Plan ~~CERTIFICATE~~Sponsor 23Terminates the Contract 25 If Empower Terminates the Contract 25 Other Termination 26 MISCELLANEOUS PROVISIONS 2426 FINANCIAL CONDITION OF THE COMPANY 2526 TAXATION OF THE ~~CERTIFICATE~~CONTRACT 25AND InGLWB ~~General~~27 ~~26 IRAs 26~~ SALES OF THE ~~CERTIFICATES~~CONTRACTS 2830 ADDITIONAL INFORMATION REGARDING THE ~~CERTIFICATE~~CONTRACT 2930 ~~Owner Questions 29 Return Privilege 29~~ State Regulation 2931 Evidence of Death, Age, Gender, or Survival 2931 LEGAL MATTERS REGARDING THE ~~CERTIFICATE~~CONTRACT 2931 Cyber Security Risks 2931 Abandoned Property Requirements 3032 ADDITIONAL INFORMATION REGARDING THE COMPANY 3032 Corporate Organization and Overview 30 Business of the Company 30 Legal Proceedings Involving the Company 35 Directors and Executive Officers of the Company 36 Executive Officer Compensation 44 Security Ownership of Certain Beneficial Owners and Management 50 Risks Associated with the Company 53 EXPERTS 6032 WHERE YOU CAN FIND MORE INFORMATION 6032 DEFINITIONS 6133 APPENDIX A– COMPANY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION A-1

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~~Contract” is the ~~Great-West~~Empower SecureFoundation® Group Fixed Deferred ~~Certificate~~Contract issued by ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company ~~pursuant to the terms~~ of ~~a Group Fixed Deferred Annuity Contract (the “Group Contract”) issued to Great-West Trust Company, LLC (“Great-West Trust” or the “Group Contract Owner”)~~America. ~~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~~Empower,” or the “Company” means ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America.

•“~~You~~Covered Person” or “~~yours~~Covered Persons” means the ~~owner~~person ~~of the~~or ~~Certificate~~persons, ~~described~~respectively, named in ~~this~~the ~~prospectus.~~Contract ~~The~~whose ~~terms~~age ~~“you,”~~is ~~“yours,”~~used ~~“Owner~~for certain important purposes under the Contract,” ~~and~~including ~~“Certificate~~determining ~~Owner”~~the amount of the guaranteed income that may be ~~used interchangeably~~provided inby ~~this~~the ~~prospectus~~Contract. The GLWB Participant must be a Covered Person.

•“Covered ~~Person~~Fund” orrefers ~~“Covered~~to ~~Persons” means~~ the ~~person~~Empower SecureFoundation® orBalanced ~~persons,~~Fund. ~~respectively,~~The ~~named~~Covered inFund ~~the Certificate whose age~~ is not ~~used~~issued ~~for~~by ~~certain~~Empower. ~~important~~Empower ~~purposes under the Certificate~~Funds, ~~including~~Inc. ~~determining~~is the ~~amount~~issuer of the ~~guaranteed~~Covered ~~income~~Fund ~~that~~and ~~may~~is bean ~~provided~~affiliate byof ~~this Certificate~~Empower.

~~•“Covered~~We ~~Fund”~~believe ~~refers to~~that in most cases the ~~Great-West~~GLWB ~~SecureFoundation®~~Participant ~~Balanced~~will ~~Fund.~~be ~~The~~the only Covered Person. Therefore, ~~Fund~~for ease of reference, most of the discussion in this prospectus assumes that the GLWB Participant is ~~not~~the ~~issued~~only byCovered ~~Great-West~~Person. ~~Great-West~~In ~~Funds,~~some ~~Inc.~~places isin the ~~issuer~~prospectus, however, we explain how certain features of the ~~Covered~~GLWB ~~Fund~~differ ~~and~~if isthere anare ~~affiliate~~joint ofCovered ~~Great-West~~Persons.

The ~~Certificate~~following ~~can~~is bea ~~owned~~summary inof the ~~following~~GLWB. ~~ways:~~You should read the entire prospectus in addition to this summary.

~~•Sole~~What ~~Owner who~~ is ~~an individual and also~~ the ~~Covered Person.~~GLWB?

~~•Sole~~The ~~Owner~~GLWB ~~who~~ is anthe ~~individual~~payment ~~and~~of guaranteed minimum lifetime income that the GLWB Participant will receive, regardless of how long the Covered Person lives or how the Covered Fund performs. The GLWB does not have a cash value. Provided all conditions of the Contract are met, (you are a Retirement Plan participant; you elect to invest in the Covered Fund(s) and are issued a Certificate; and you pay the GLWB fee when due), if the value of the shares in the GLWB Participant’s 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 ~~his~~the Contract (e.g., custodian fees or ~~her~~advisory ~~spouse~~fees), asand/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to the ~~joint~~GLWB Participant for the rest of his/her life. (See “Retirement Plan, Advisory, Custodian and Covered ~~Person~~Fund Fees and Charges” later in this prospectus.)

WeThe ~~believe~~amount ~~that~~of ~~in most cases~~ the ~~Certificate~~GAW ~~will~~that ~~have~~you amay ~~sole~~take ~~Owner~~may ~~who~~increase isfrom ~~the~~time ~~only~~to ~~Covered Person.~~time ~~Therefore,~~based ~~for~~on ~~ease of reference, most of~~ the ~~discussion in this prospectus assumes you are the sole Owner and the only~~ Covered ~~Person~~Fund ~~under the Certificate~~Value. InIt ~~some~~may ~~places~~also indecrease ~~the~~if ~~prospectus, however, we explain how certain features of~~ the ~~Certificate~~GLWB ~~differ~~Participant iftakes ~~there~~Excess ~~are~~Withdrawals ~~joint~~(discussed ~~Covered Persons~~below).

The ~~following~~guaranteed income that may be provided by the GLWB is a ~~summary~~based on the age and life of the ~~Certificate~~Covered Person (or if there are joint Covered Persons, on the age of the younger joint Covered Person and the lives of both Covered Persons) as of the date we calculate the first Installment. ~~You~~A ~~should~~joint ~~read~~Covered Person must be the ~~entire~~spouse ~~prospectus~~of inthe ~~addition~~GLWB toParticipant ~~this~~and ~~summary~~the spouse must be the GLWB Participant’s sole beneficiary under the Retirement Plan.

~~What~~How ismuch will the ~~Certificate~~GLWB cost?

~~Certificates~~While ~~are~~the ~~issued~~Contract ~~pursuant~~is toin ~~the~~force, ~~terms~~a ofGuarantee Benefit Fee will be calculated and deducted from the ~~Group~~Covered ~~Contract,~~Fund ~~which~~Value ison a ~~group~~monthly ~~guaranteed~~basis. ~~income~~It ~~annuity~~will ~~contract~~be ~~issued~~paid by redeeming the ~~Company~~number ~~and~~of ~~owned~~fund byshares ~~Great-West~~of ~~Trust.~~the ~~Certificates~~Covered ~~are~~Fund ~~offered~~equal to ~~IRA~~the ~~owners~~Guarantee ~~that~~Benefit ~~purchase~~Fee. ~~shares~~The Guarantee Benefit Fee is calculated as a specified percentage of the Covered Fund Value at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the ~~Currently~~Settlement Phase), ~~there~~including isas noa ~~other~~result ~~way~~of tothe ~~purchase~~failure of the ~~Certificate.~~Retirement ~~The~~Plan’s ~~Certificate~~custodian ~~provides,~~to ~~under~~submit ~~certain~~it ~~specified~~to ~~conditions~~us, ~~for~~the ~~guaranteed~~GLWB ~~minimum~~will ~~lifetime~~terminate ~~income, regardless~~as of ~~how~~the date ~~long~~that ~~you~~the ~~live~~fee oris ~~how~~due. We will not provide notice prior to termination of the ~~Covered~~Contract ~~Fund~~or ~~performs.~~GLWB ~~The~~and ~~Certificate~~we ~~does~~will not ~~have~~refund athe ~~cash~~Guarantee ~~value~~Benefit Fee paid upon termination of the Contract or GLWB.

~~Provided~~The all conditions of the Certificate and the Group Contract are met (you own an IRA account, you purchase a Certificate and elect to invest in the Covered Fund(s) and pay the GLWB Fee), 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~~pays ~~other~~for ~~fees~~the ~~that~~insurance ~~are~~protections ~~not~~provided ~~directly~~by ~~associated with~~ the ~~Certificate or Group~~ Contract (e.g., IRA fees, custodian fees, advisory fees), and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to you for the rest of your life. (See “IRA, Advisory and Custodian Fees and Charges” later in this prospectus.)

The ~~amount~~guaranteed ofmaximum ~~the~~or ~~GAW~~minimum ~~that~~Guarantee ~~you~~Benefit ~~may~~Fee ~~take~~we ~~may~~can ~~increase~~ever ~~from time~~charge tois ~~time~~shown ~~based~~below. onThe amount ~~your~~we ~~Covered~~currently ~~Fund~~charge ~~Value.~~is ~~It may~~ also ~~decrease~~shown ~~if you take Excess Withdrawals (discussed~~ below).

•The ~~guaranteed~~maximum ~~income~~Guarantee ~~that~~Benefit ~~may~~Fee, beas ~~provided~~a bypercentage ~~your~~of ~~Certificate~~a ~~is based on the age and life of~~GLWB ~~the~~Participant’s Covered ~~Person~~Fund ~~(or if there are joint Covered Persons~~Value, on ~~the~~an ~~age~~annual ofbasis, ~~the~~is ~~younger joint Covered Person and the lives of both Covered Persons) as of the date we calculate the first Installment~~1. ~~A joint Covered Person must be your spouse and your spouse must be your sole beneficiary under your IRA~~5%.

~~How~~•The ~~much~~minimum ~~will~~Guarantee ~~your~~Benefit ~~Certificate~~Fee, ~~cost?~~as a percentage of a GLWB Participant’s Covered Fund Value, on an annual basis, is 0.70%.

~~While~~•The ~~your~~current ~~Certificate is in force, a~~ Guarantee Benefit Fee, will be calculated and deducted from your Covered Fund Value on a monthly basis. It will be paid by redeeming the number of fund shares of your Covered Fund equal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a ~~specified~~ percentage of ~~your~~a GLWB Participant’s Covered Fund Value ~~at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase)~~, ~~including~~on asan aannual ~~result of the failure of your IRA custodian to submit it to us~~basis, ~~the Certificate will terminate as of the date that the fee~~ is ~~due~~1. ~~We will not provide Certificate Owners with notice prior to termination of the Certificate and we will not refund the Guarantee Benefit Fee paid upon termination of the Certificate~~20%.

~~The~~We may change the current Guarantee Benefit Fee ~~pays~~at ~~for~~any time within the ~~insurance~~minimum ~~protections~~and maximum range described above upon thirty (30) days prior written notice to the GLWB Participant and the Plan Sponsor. 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. 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 any particular event to occur before we may change the Guarantee Benefit Fee. Because the Covered Fund is offered by an affiliated company, we may benefit indirectly from the ~~Certificate~~charges imposed by the Covered Fund.

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 Covered Fund Value, on an annual basis, is 1.5%.

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

•The current Guarantee Benefit Fee for the Certificate, as a percentage of your Covered Fund Value, on an annual basis, is 1.20%.

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 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 any particular event to occur 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, custodian and other services, and charges imposed by the Covered Fund. Because the Covered Fund is offered by an affiliated company, we may benefit indirectly from the charges imposed by the Covered Fund.

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.

Can ~~you~~the GLWB Participant cancel ~~your~~the ~~Certificate~~GLWB?

~~You~~The GLWB Participant may cancel ~~your~~the ~~Certificate~~GLWB by causing ~~your~~the Covered Fund Value or ~~your~~ the Benefit Base of the Covered Fund to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. However, if the Excess Withdrawal(s) occurs as a result of a same day Transfer between Covered Funds (i.e., shares of the available Covered Fund being eliminated are sold and shares of another Covered Fund offered to replace the eliminated Covered Fund are purchased on the same day), then your Certificate will not be canceled even if the Benefit Base of the Covered Fund is reduced to zero. There is no free-look period if you purchase a Certificate.

What ~~protection~~happens ~~does~~if the ~~Certificate~~Contract ~~provide~~Owner/Plan Sponsor eliminates the Covered Fund from my Plan?

~~The~~If ~~Certificate~~your ~~provides~~Plan ~~two~~Sponsors ~~basic~~eliminates ~~protections~~the toCovered ~~Certificate~~Fund ~~Owners~~from ~~who~~your ~~purchase~~Plan, ~~this~~the ~~Certificate~~GLWB asParticipant awill ~~source~~lose orthe ~~potential~~guaranteed ~~source~~benefit ofunless ~~lifetime~~there ~~retirement~~is ~~income~~another orCovered ~~other~~Fund ~~long-term~~offered ~~purposes.~~in ~~Provided~~the ~~that~~Plan ~~certain~~to ~~conditions~~which ~~are~~the ~~met~~GLWB ~~(i.e., you~~can ~~own~~transfer anthe ~~IRA~~Covered ~~account~~Fund Value. In such case, ~~you~~Empower ~~are~~will arestore the GLWB ~~Elector,~~ Benefit Base and ~~pay~~GAW, if applicable, to the same amounts as held by the GLWB ~~Fee~~Participant ~~when~~prior ~~due)~~to the transfer of the Covered Fund assets. If no other Covered Fund is available, the ~~Certificate~~GLWB ~~protects~~Participant will lose the ~~Certificate~~guaranteed ~~Owner~~benefit ~~from:~~(unless already in the Settlement Phase) and must transfer their Covered Fund Value to another investment option available under the Retirement Plan.

~~•longevity~~Can ~~risk, which is~~ the ~~risk~~Contract ~~that a Certificate~~ Owner/Plan ~~will outlive~~Sponsor ~~the~~cancel ~~assets invested in~~ the ~~Covered Fund; and~~Contract?

~~•income~~As ~~volatility~~Contract ~~risk~~Owner, ~~which~~the isPlan ~~the~~Sponsor ~~risk~~has ofthe ~~downward~~right ~~fluctuations~~to incancel athe ~~Certificate~~Contract ~~Owner’s~~upon ~~retirement~~75 ~~income~~days ~~due~~written notice to ~~changes~~us without additional charges. If the Plan Sponsor cancels the Contract, then the GLWB Participants in ~~market~~the ~~performance~~Retirement Plan will lose their GLWB and all associated benefits. We will not return any portion of the Guarantee Benefit Fee that has been collected. However, for GLWB Participants that have reached the Settlement Phase on or before the date that the Plan Sponsor cancels the Contract, Installments will continue for as long as the GLWB Participant shall live.

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

The GLWB provides two basic protections to GLWB Participants who purchase the GLWB as a source or potential source of lifetime retirement income or other long-term purposes. Provided that certain conditions are met (you are a Retirement Plan participant; you elect to invest in the Covered Fund(s) and are issued a Certificate; and you pay the GLWB fee when due), the GLWB protects the GLWB Participant from:

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

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

~~The~~Both ~~Certificate~~of ~~does~~these ~~not provide~~risks aincrease ~~guarantee~~as ~~that the Covered Fund or your IRA will retain~~ a ~~certain~~result ~~value or that the value~~ of ~~the~~poor ~~Covered~~market ~~Fund~~performance orearly ~~IRA~~in ~~will~~retirement. ~~remain steady or grow over~~ Point-in-time~~. Instead,~~ itrisk ~~provides~~(which ~~for~~is athe ~~guarantee,~~risk ~~under certain specified conditions, that regardless~~ of ~~the~~retiring ~~performance~~on of the ~~Covered~~eve ~~Fund in your Account and regardless~~ of ~~how~~a ~~long~~down ~~you~~market) ~~live,~~significantly ~~you~~contributes ~~will be able~~ to ~~receive~~both alongevity ~~guaranteed~~and ~~level of annual~~ income ~~for~~volatility ~~life~~risk. ~~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~~The GLWB does ~~your~~not ~~Certificate~~provide ~~work?~~a guarantee that the Covered Fund or the GLWB Participant’s Account will retain a certain value or that the value of the Covered Fund or the GLWB Participant’s 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 Fund in the Account and regardless of how long the GLWB Participant lives, the GLWB Participant will be able to receive a guaranteed level of annual income for life. Therefore, it is important to understand that while the preservation of capital may be one of the GLWB Participant’s goals, the achievement of that goal is not guaranteed by the GLWB.

~~The~~How ~~Certificate~~does ~~has~~the ~~three~~GLWB ~~phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”~~work?

•The ~~Accumulation~~GLWB ~~Phase:~~has ~~During~~three ~~the~~phases: an “Accumulation Phase,” ~~you~~a ~~may~~“GAW ~~make additional Certificate Contributions to your Covered Fund~~Phase,” ~~which establishes your Benefit Base (this is the sum of all Certificate Contributions minus any withdrawals~~ and ~~any~~a ~~adjustments made on the~~ “~~Ratchet~~Settlement Date” as described later in this prospectus), and take withdrawals from your IRA 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~~Accumulation Phase: ~~After~~During ~~you~~the ~~(or~~Accumulation ifPhase, ~~there~~the ~~are~~GLWB Participant ~~joint~~may make additional Contract Contributions to the Covered ~~Persons~~Fund, which establishes the ~~younger~~ ~~joint~~Benefit ~~Covered~~Base ~~Person)~~(this ~~have~~is ~~turned~~the ~~age~~sum ~~55,~~of ~~then~~all ~~you~~Contract ~~can~~Contributions ~~enter~~minus any withdrawals and any adjustments made on the ~~GAW~~“Ratchet ~~Phase~~Date” ~~and~~as ~~begin~~described tolater in this prospectus), and take ~~GAWs~~Distributions ~~(which~~from ~~are~~the ~~annual~~Account ~~withdrawals~~just ~~that~~as dothe ~~not~~GLWB ~~exceed~~Participant aotherwise ~~specified amount)~~would ~~without~~be ~~reducing~~permitted ~~your~~to (although Excess Withdrawals will reduce the amount of the Benefit Base under the Contract). ~~GAWs~~The ~~before~~GLWB ~~age 59 1∕2~~Participant ~~may~~is ~~result~~responsible infor ~~certain~~managing ~~tax~~withdrawals ~~penalties~~during the Accumulation Phase.

•~~Settlement~~The GAW Phase: IfAfter ~~your~~the ~~Covered~~GLWB ~~Fund~~Participant ~~Value~~(or ~~falls~~if tothere ~~zero~~are asjoint ~~a result of~~ Covered ~~Fund performance~~Persons, the ~~Guarantee~~younger ~~Benefit~~joint ~~Fee,~~Covered ~~certain~~Person) ~~other~~has turned ~~fees~~age ~~that~~55, ~~are~~then ~~not directly associated with~~ the ~~Certificate~~GLWB orParticipant ~~Group~~can ~~Contract~~enter ~~(e.g., IRA fees, custodian fees, advisory fees), and/or GAWs,~~ the ~~Settlement~~GAW Phase ~~will~~and begin. ~~During~~to ~~the~~take ~~Settlement~~GAWs ~~Phase,~~(which weare ~~make~~annual ~~Installments~~withdrawals tothat ~~you~~do ~~for~~not asexceed ~~long~~a asspecified ~~you~~amount) ~~live.~~without reducing ~~However,~~ the ~~Settlement~~Benefit ~~Phase~~Base. ~~may~~GAWs ~~never~~before ~~occur,~~age 59 1∕2 ~~depending~~may onresult ~~how~~in ~~long~~certain tax ~~you~~penalties, ~~live~~ and ~~how~~may ~~well~~not ~~the~~be ~~Covered~~permissible ~~Fund~~in ~~performs~~certain circumstances.

~~The~~•Settlement ~~Installments~~Phase: ~~that~~If ~~you~~the ~~may~~Covered ~~receive~~Fund ~~when~~Value ~~you~~falls ~~are~~to inzero ~~the~~as ~~GAW~~a ~~Phase~~result orof ~~Settlement~~Covered ~~Phase~~Fund ~~are~~performance, ~~determined~~the byGuarantee ~~multiplying your~~ Benefit Fee, ~~Base~~certain byother ~~the~~fees ~~GAW~~that ~~Percentage~~are ~~(GAW%),~~not ~~which~~directly isassociated ~~determined~~with by the ~~age~~GLWB ofor ~~the~~Contract ~~Covered Person~~(s)e.g., ascustodian offees ~~the~~or ~~date~~advisory wefees), ~~calculate~~and/or GAWs, the ~~first~~Settlement ~~Installment.~~Phase Aswill ~~described~~begin. inDuring ~~more~~the ~~detail below~~Settlement Phase, ~~the~~we ~~amount~~make ~~of the~~ Installments ~~may~~to ~~increase~~the onGLWB anParticipant ~~annual~~for ~~basis~~life. ~~during~~However, the ~~GAW~~Settlement Phase ~~due~~may tonever ~~positive~~occur, ~~Covered~~depending ~~Fund~~on ~~performance,~~how ~~and~~long ~~will~~the ~~decrease~~GLWB asParticipant alives ~~result~~and ofhow ~~any~~well ~~Excess~~the ~~Withdrawals~~Covered Fund performs.

IfThe ~~you~~Installments ~~withdraw~~that ~~any~~a ofGLWB ~~your~~Participant ~~Covered~~may ~~Fund~~receive ~~Value~~when ~~during~~in the ~~Accumulation~~GAW Phase toor ~~satisfy~~Settlement ~~any contribution~~Phase ~~limitation~~are ~~imposed~~determined ~~under~~by ~~federal~~multiplying ~~law,~~the wevested ~~will~~Benefit ~~consider~~Base ~~that~~by tothe beGAW anPercentage ~~Excess~~(GAW%), ~~Withdrawal.~~which ~~Any~~is ~~withdrawals~~determined toby ~~satisfy~~the ~~your~~age ~~required~~of ~~distribution obligations under~~ the ~~Code~~Covered ~~will~~Person(s) beas ~~considered~~of anthe ~~Excess~~date ~~Withdrawal~~we ifcalculate ~~taken during~~ the ~~Accumulation~~first ~~Phase~~Installment. As adescribed ~~result,~~in ~~those~~more ~~who~~detail ~~will~~below, ~~be subject to required minimum distributions should consider~~ the ~~appropriateness~~amount of ~~this~~the ~~product.~~Installments ~~You~~may ~~should~~increase ~~consult~~on aan ~~qualified~~annual ~~tax~~basis ~~advisor regarding contribution limits and other tax implications. We will deem withdrawals taken~~ during the GAW Phase due to ~~meet~~positive ~~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)~~performance, ~~to be within the contract limits for your Certificate~~ and will ~~not~~decrease ~~treat~~as ~~such~~a ~~withdrawals~~result asof any Excess Withdrawals.

~~How~~If the doGLWB ~~you~~Participant ~~purchase~~withdraws any of his 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 a ~~Certificate?~~GLWB Participant’s 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. Each GLWB Participant 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 the GLWB Participant’s Covered Fund Value to his overall Account balance (and not taking into account any other retirement balances of the GLWB Participant), to be within the contract limits for the Contract and will not treat such withdrawals as Excess Withdrawals.

~~You~~How ~~are~~does ~~required to purchase a Certificate in connection with your purchase of shares of a Covered Fund. There is no minimum initial investment. The Certificates are issued in accordance with~~ the ~~terms of the Group~~ Contract ~~issued~~Owner/Plan bySponsor usapply tofor ~~Great-West Trust. The Group Contract is a group fixed deferred annuity contract. You may invest any amount in~~ the ~~Covered Fund. However, your Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase your Benefit Base.~~Contract?

The ~~Certificate~~Contract ~~may~~Owner/Plan ~~only~~Sponsor bemay ~~purchased~~apply ~~under~~for the ~~Group~~ Contract by ~~owners~~completing ofan ~~applicable~~application ~~IRAs~~or other form authorized by us and executing the Contract. ~~You~~ ~~may~~The ~~elect~~Contract Owner/Plan Sponsor is also required to ~~purchase~~add athe ~~Certificate~~Covered byFund ~~completing~~to anthe ~~application~~eligible orinvestment ~~other~~options ~~form~~for ~~authorized~~the byRetirement usPlan. If ~~this~~the application or form is accepted by us at our Administrative Office, we will issue a ~~Certificate~~Contract to ~~you~~the Contract Owner/Plan Sponsor describing ~~your~~the rights and obligations under the Contract. There is noa free-look period ifduring ~~you~~which ~~purchase~~the aContract ~~Certificate.~~ Owner/Plan Sponsor may return the Contract (~~See~~see “Return Privilege,” later in this Prospectus).

How does a Retirement Plan participant elect the GLWB?

A Retirement Plan participant must elect the GLWB in connection with his purchase of shares of the Covered Fund in his Account under the Retirement Plan. There is no minimum initial investment. Subject to federal tax law and Retirement Plan

limitations on Section 403(b) contributions, a GLWB Participant may invest any amount in the Covered Fund. However, the Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase the GLWB Participant’s Benefit Base.

The GLWB may only be elected by participants in Retirement Plans that offer the Covered Fund. There is no free-look period if you purchase a Certificate.

What is the Designated Investment Option?

The following is the currently available Covered Fund:

~~Great-West~~Empower SecureFoundation® ~~Lifetime 2040 Fund Great-West SecureFoundation®~~ Balanced Fund

InIf ~~general,~~the ifGLWB ~~you~~Participant ~~purchase~~purchases shares of the Covered Fund, ~~you~~the ~~are~~GLWB Participant is required to purchase the ~~Certificate~~GLWB.

3A GLWB Participant may also later decide not to maintain the GLWB. If so, the GLWB Participant will need to redeem all shares in the Covered Fund in order to cancel the GLWB. A GLWB Participant cannot remain invested in the Covered Fund without owning the GLWB.

~~You~~Is ~~may also later decide that you do not want to maintain~~ the ~~Certificate.~~GLWB Ifright ~~so,~~for ~~you~~Retirement ~~will~~Plan ~~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.~~participants?

IsThe GLWB may be right for a Retirement Plan participant if he believes that he may outlive his retirement investments or is concerned about market risk. If a Retirement Plan participant believes that his retirement investments will be sufficient to provide for retirement expenses regardless of market performance or lifespan, then the ~~Certificate~~GLWB may not be right for the Retirement Plan participant. In addition, it is generally not in your best interest to annuitize the Certificate rather than using the GLWB, which is provided as a standard feature, as the annuity payout could be less than the GLWB payment and you? would forfeit the Guarantee Benefit Fees paid. Once annuity payments begin, the GLWB Participant can no longer take withdrawals from the GLWB.

The ~~Certificate~~GLWB ~~may~~does benot ~~right~~protect ~~for~~the ~~you~~actual ifvalue ~~you~~of ~~believe~~a ~~that~~Retirement ~~you~~Plan ~~may~~participant’s investments ~~outlive~~in ~~your~~the ~~retirement investments~~Account or ~~are~~guarantee ~~concerned~~the ~~about~~Covered ~~market~~Fund ~~risk~~Value. IfFor ~~you~~example, ~~believe~~if ~~that~~a ~~your~~Retirement ~~retirement~~Plan ~~investments~~participant ~~will~~invests be$500,000 ~~sufficient~~in tothe ~~provide~~Covered ~~for~~Fund, ~~your~~and ~~retirement~~the ~~expenses~~Covered ~~regardless~~Fund ofValue ~~market~~has ~~performance~~dropped orto ~~your lifespan~~$400,000 ~~then~~on the ~~Certificate~~Initial ~~may~~Installment ~~not be right for you. In addition~~Date, itwe isare ~~generally~~ not inrequired ~~your~~to ~~best~~add ~~interest~~$100,000 to ~~annuitize~~the ~~this~~Covered ~~Certificate~~Fund ~~rather~~Value. ~~than~~Instead, ~~using~~ the GLWB, ~~which~~guarantees isthat ~~provided~~when as a ~~standard~~GLWB ~~feature,~~Participant asreaches the ~~annuity payout~~Initial ~~could~~Installment beDate, ~~less~~he ~~than~~may ~~the~~begin ~~GLWB~~GAWs ~~payment~~based ~~and~~upon ~~you~~a ~~would forfeit the Guarantee~~ Benefit ~~Fees~~Base ~~paid.~~of ~~Once~~$500,000, ~~annuity~~rather ~~payments~~than ~~begin~~$400,000 ~~the~~(so ~~GLWB~~long ~~Elector~~as ~~can~~specified noconditions ~~longer~~are ~~take withdrawals from the GLWB~~met).

The ~~Certificate~~GAWs ~~does~~are ~~not~~made ~~protect~~from the ~~actual~~GLWB ~~value~~Participant’s ofown ~~your~~investment (i.e., ~~investments~~GAWs inare ~~your~~made ~~IRA~~from orwithdrawals ~~guarantee~~of ~~the~~your ~~Covered~~own ~~Fund Value~~money). ~~For~~We ~~example,~~start ifusing ~~you~~our ~~invest~~money ~~$500,000~~to inmake ~~the~~Installments ~~Covered~~to ~~Fund,~~a ~~and~~GLWB ~~your~~Participant only if the Covered Fund Value ~~has~~is ~~dropped~~reduced to ~~$400,000~~zero ondue to Covered Fund performance, the ~~Initial~~Guarantee ~~Installment~~Benefit ~~Date~~Fee, we certain other fees that are not ~~required~~directly toassociated ~~add~~with ~~$100~~the GLWB (e.g.,~~000~~ tocustodian ~~your~~fees ~~Covered~~or ~~Fund~~advisory ~~Value~~fees), and/or GAWs. ~~Instead,~~We limit our risk under the ~~Certificate~~GLWB ~~guarantees~~in ~~that~~this ~~when~~regard ~~you~~by ~~reach~~limiting the ~~Initial~~amount ~~Installment~~a ~~Date,~~GLWB ~~you~~Participant may ~~begin~~withdraw each year to GAWs ~~based~~. ~~upon~~If a ~~Benefit~~GLWB ~~Base~~Participant needs to take Excess Withdrawals, the GLWB Participant may not receive the full benefit of ~~$500~~the GLWB,~~000,~~ ~~rather~~or ~~than~~the ~~$400~~GLWB could be cancelled altogether along with the Certificate. For further information,~~000~~ ~~(so~~see ~~long~~“The asAccumulation ~~specified~~Phase– ~~conditions~~Excess ~~are~~Withdrawal ~~met)~~During the Accumulation Phase” and “The GAW Phase– Excess Withdrawals During the Accumulation Phase,” below.

~~The~~If ~~GAWs~~the ~~are~~return ~~made~~on ~~from~~the ~~your own investment (i.e., GAWs are made from withdrawals of your own money). We start using our money to make Installments to you only if your~~ Covered Fund Value isover ~~reduced~~time tois ~~zero~~sufficient ~~due~~ to ~~Covered~~generate ~~Fund~~gains ~~performance, the Guarantee Benefit Fee, certain other fees~~ that ~~are~~can sustain ~~not~~constant ~~directly associated with the Certificate or Group Contract (e.g.~~GAWs, ~~IRA~~we ~~fees,~~may ~~custodian~~never ~~fees,~~pay ~~advisory~~you ~~fees), and/or~~ GAWs. Wefrom ~~limit~~ our ~~risk~~own ~~under~~money, ~~the~~which ~~Certificate~~means inthe ~~this~~GLWB ~~regard~~would bynot ~~limiting~~have ~~the~~provided ~~amount~~any ~~you~~financial ~~may~~gain ~~withdraw each year~~ to ~~your GAWs~~you. ~~If you need to take Excess Withdrawals~~Conversely, ~~you~~if ~~may not receive~~ the ~~full~~return ~~benefit~~on of the ~~Certificate,~~Covered orFund ~~the~~Value ~~GLWB~~over ~~could~~time beis ~~cancelled~~not ~~altogether,~~sufficient asto ~~well~~generate asgains ~~the~~that ~~Certificate.~~can ~~For~~sustain ~~further~~constant ~~information~~GAWs, ~~see~~then ~~“The Accumulation Phase– Excess Withdrawals During~~ the ~~Accumulation~~GLWB ~~Phase”~~would ~~and “The~~be ~~GAW Phase– Excess Withdrawals During the Accumulation Phase,” below~~beneficial.

IfEach ~~the~~Retirement ~~return~~Plan onparticipant ~~your~~should ~~Covered~~discuss ~~Fund~~his ~~Value~~investment ~~over~~strategy ~~time~~and isrisk ~~sufficient~~tolerance towith ~~generate~~his ~~gains~~financial ~~that~~advisor ~~can sustain~~before ~~constant~~electing ~~GAWs,~~to weinvest ~~may~~in ~~never~~Covered ~~pay~~Fund ~~you~~and ~~GAWs~~the ~~from~~GLWB. ~~our~~You ~~own~~should ~~money,~~consider ~~which~~the ~~means~~payment of the ~~Certificate~~Guarantee ~~would~~Benefit ~~not~~Fee ~~have~~(which ~~provided~~is ~~any~~in ~~financial~~addition ~~gain~~ to ~~you.~~any ~~Conversely,~~fee ifpaid for the ~~return on your~~ Covered Fund) ~~Value~~relative ~~over time is not sufficient~~ to ~~generate~~the ~~gains~~benefits ~~that~~and ~~can~~features ~~sustain~~of ~~constant~~the ~~GAWs~~GLWB, ~~then~~your ~~the~~risk ~~Certificate~~tolerance, ~~would~~and beproximity ~~beneficial~~ to ~~you~~retirement.

~~You~~RISK ~~should~~FACTORS ~~discuss~~REGARDING ~~your~~THE investment strategy and risk tolerance with your financial advisor before purchasing the Certificate. You should consider the payment of the Guarantee Benefit Fee (which is in addition to any fee paid for the Covered Fund) relative to the benefits and features of the Certificate, your risk tolerance, and proximity to retirement.CONTRACT

~~RISK~~There ~~FACTORS~~are ~~REGARDING~~a ~~THE~~number ~~CERTIFICATE~~of risks associated with the Contract and GLWB as described below.

~~There~~The ~~are~~guarantee that may be provided is contingent on several conditions being met. In certain circumstances a ~~number~~GLWB ofParticipant ~~risks~~may ~~associated~~not ~~with~~realize ~~the~~a ~~Certificate~~benefit asfrom ~~described~~the ~~below~~GLWB.

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 Fund 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, Great-West Capital Management, LLC (“GWCM”), a wholly owned subsidiary of Great-West. GWCM manages the Great-West SecureFoundation® Balanced Fund more conservatively to minimize the likelihood that a GLWB Participant will experience a loss of capital. 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, as well as terminate the Certificate. Because personal financial needs can arise

~~unpredictably (e.g.,~~•If ~~unexpected~~the ~~medical~~Plan ~~bills),~~Sponsor ~~you~~selects ~~may need to make~~ a ~~withdrawal~~new ~~from~~record ~~your~~keeper, ~~Covered~~the ~~Fund~~GLWB ~~before~~Participant may lose the ~~start~~entire ofbenefit. Currently, the ~~GAW~~Contracts ~~Phase~~are oronly offered ~~following~~to ~~the~~Plan ~~start~~Sponsors of ~~the~~Retirement ~~GAW~~Plans ~~Phase~~that inselect anEmpower ~~amount~~as ~~larger~~their ~~than~~record ~~the GAW~~keeper. ~~These~~If ~~types~~the ofPlan ~~withdrawals~~Sponsor ~~are~~elects ~~Excess~~a ~~Withdrawals~~new ~~that~~record ~~will~~keeper, ~~reduce~~it oris ~~eliminate~~likely ~~the guarantee~~ that ~~may~~this ~~otherwise~~will result bein ~~provided by~~ the ~~Certificate.~~termination ~~There~~of isthe noContract ~~provision~~and ~~under~~ the ~~Certificate~~GLWB toParticipant ~~cure~~will ~~any~~lose ~~decrease in~~ the ~~benefits~~entire ~~due~~benefit tounless ~~Excess~~the ~~Withdrawals.~~GLWB ToParticipant ~~avoid~~has ~~making~~already ~~Excess~~reached ~~Withdrawals,~~Settlement ~~you will need to carefully manage your withdrawals~~Phase. The Guarantee ~~Certificate~~Benefit ~~does~~Fee will not ~~require~~be ~~us to warn you of Excess Withdrawals or other actions with adverse consequences~~refunded.

•~~You~~The ~~may~~Plan ~~choose~~Sponsor tomay cancel ~~your~~the ~~Certificate~~Contract ~~prior~~or remove tothe aCovered ~~severe market downturn~~Fund. The ~~Certificate~~GLWB is ~~not~~an ainvestment ~~short-term~~option ~~investment. The~~offered by the Retirement Plan ~~Certificate~~and is ~~designed~~contingent ason athe ~~long-term~~Retirement ~~investment~~Plan ~~for~~offering ~~retirement~~the ~~savings~~Covered ~~and~~Fund. toThe ~~provide~~Plan ~~lifetime~~Sponsor ~~withdrawal~~may ~~benefits~~elect to ~~protect~~cancel ~~you~~the ~~from~~Contract ~~outliving~~at ~~the~~any ~~assets~~time inor ~~your~~remove the Covered Fund. Iffrom ~~you terminate~~ the ~~Certificate~~Retirement ~~before~~Plan’s ~~reaching~~investment options. If the ~~GAW~~Plan ~~Phase~~Sponsor ortakes ~~Settlement~~either ~~Phase~~of these actions, wethe GLWB Participant will ~~not~~lose ~~make~~the ~~payments~~entire tobenefit ~~you,~~unless ~~even~~the ifGLWB Participant ~~subsequent~~has ~~Covered~~already ~~Fund~~reached ~~performance~~Settlement ~~would~~Phase. ~~have~~The ~~reduced~~Guarantee ~~your~~Benefit ~~Covered~~Fee ~~Fund~~will ~~Value~~not tobe ~~zero~~refunded.

•The GLWB Participant may die before receiving payments from us or may not live long enough to receive enough income to exceed the amount of the Guarantee Benefit Fees paid. If the GLWB Participant (assuming he is the sole Covered Person) dies before the Covered Fund Value is reduced to zero, the GLWB Participant will never receive any payments under the Contract. Neither the Contract nor the GLWB has any cash value or provides a death benefit. Furthermore, even if the GLWB Participant begins to receive Installments in the Settlement Phase, the GLWB Participant may die before receiving an amount equal to or greater than the amount paid in Guarantee Benefit Fees.

•The Covered Fund may perform well enough so that the GLWB Participant may not need the guarantee that may otherwise be provided by the Contract. The Covered Fund is managed by a registered investment adviser, Empower Capital Management, LLC (“ECM”), a wholly owned subsidiary of Empower. ECM has the flexibility to manage the Empower SecureFoundation® Balanced Fund more conservatively to minimize the likelihood that a GLWB Participant will experience a significant loss of capital. 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 the GLWB Participant is minimal. In this case, the GLWB Participant will have paid us the Guarantee Benefit Fee for the life of the GLWB and received no payments in the Settlement Phase in return.

•The GLWB Participant may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits available under the Contract as well as terminate the Certificate. Because personal financial needs can arise unpredictably (e.g., unexpected medical bills), the GLWB Participant may need to make a withdrawal from the 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 Contract. There is no provision under the Contract to cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals, the GLWB Participant will need to carefully manage any withdrawals. The Contract does not require us to warn the GLWB Participant of Excess Withdrawals or other actions with adverse consequences.

•The GLWB Participant may choose to cancel the GLWB prior to a severe market downturn. The GLWB Certificate is not a short-term investment. The GLWB is designed as a long-term investment for retirement savings and to provide lifetime withdrawal benefits to protect the GLWB Participant from outliving the assets in the Covered Fund. If the GLWB Participant terminates the GLWB before reaching the GAW Phase or Settlement Phase, we will not make payments to the GLWB Participant, even if subsequent Covered Fund performance would have reduced the Covered Fund Value to zero.

•Excess withdrawals during a time when the Covered Fund is performing poorly. Excess withdrawals during a downturn in market performance could result in termination of your guaranteed payments and termination of the Certificate.

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

•If ~~you~~the ~~terminate~~GLWB orParticipant ~~change~~moves ~~the~~his ~~provider~~assets ofout ~~your~~of ~~IRA~~the Retirement Plan, ~~you~~the GLWB Participant may never receive a benefit from the ~~Certificate~~GLWB. The ~~Certificate~~GLWB is currently available to participants in certain ~~IRAs~~Section 403(b) Plans. The ~~Certificate~~Contract is ~~held~~entered into by the ~~IRA~~Plan ~~trustee~~Sponsor. orIf ~~custodian~~the asGLWB anParticipant ~~asset~~moves ofhis ~~each~~assets ~~participant’s~~out ~~IRA.~~of Ifthe ~~your~~Retirement ~~IRA is terminated~~Plan, such as by a full distribution of all of the assets in the ~~IRA~~Plan, or ~~moved~~moves to an IRA provider that does not offer the ~~Certificate~~GLWB, ~~you~~the GLWB Participant will cause ~~your Certificate~~the GLWB to terminate. In that case, ~~you~~the GLWB Participant may never receive a benefit from the ~~Certificate~~GLWB, and the Guarantee Benefit Fee will not be refunded. See “IRA Rollovers,” below for further information on how to maintain the Benefit Base after an IRA rollover.

•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.

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

•The Certificate limits your investment choices. Only one fund is available under the Certificate. 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 experiences. It is impossible to know how various investments will fare on a comparative basis.

•Covered Fund may become ineligible. If the Covered Fund that you invest in becomes ineligible for the Certificate, you must Transfer the Covered Fund Value to the new Covered Fund in order to keep the Certificate in force. There will always be at lest one Covered Fund available under the Certificate. If the Transfer is not a same day Transfer, then it could cause your Certificate to be canceled. See “Adding and Removing Covered Funds,” below. We reserve the right to designate the Covered Fund that was 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 the Covered Fund becomes ineligible or is liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Fund becomes ineligible or is liquidated.

The Group Contract and Certificate may terminate:

•The Group Contract Owner or Great-West may terminate the Group Contract. If the Group Contract Owner or Great-West terminates the Group Contract, such termination will not adversely affect your rights under the Group Contract, except that we will not permit additional Certificate Contributions to the Covered Fund. However, we will accept reinvested dividends and capital gains. You will still be obligated to pay the Guarantee Benefit Fee. See “Termination of the Group Contract,” below.

•~~The~~We IRA may terminate. IRAs can be terminated, such as by a full distribution of all of the assets in the IRA. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve the right to ~~resign~~increase ~~from~~ the Guarantee ~~IRA;~~Benefit ifFee ~~that~~at ~~happens,~~any intime. ~~most~~If ~~cases~~we ~~you~~increase ~~can choose to have your IRA either distributed to you or transferred to another IRA provider. In~~ the ~~event~~Guarantee ofBenefit ~~a complete IRA termination~~Fee, ~~either because your IRA is distributed to you or transferred to another IRA provider that does not offer the Certificate,~~ then ~~all~~depending upon ~~benefits,~~how ~~rights,~~long ~~and privileges provided by~~ the ~~Group~~GLWB ~~Contract,~~Participant ~~including without limitation~~lives, the ~~Certificate,~~GLWB ~~shall~~Participant ~~terminate.~~may Innot ~~this~~receive ~~event,~~enough ~~you~~income ~~may choose~~ to ~~utilize~~exceed the ~~Covered~~amount ~~Fund Value in the ways described later in this prospectus under “Termination~~ of ~~the~~total ~~Group~~fees ~~Contract—Other Termination~~paid.~~” The Guarantee Benefit Fee will not be refunded if the IRA terminates.~~

•The ~~Certificate~~deduction of the Guarantee Benefit Fee each month will ~~terminate~~negatively ifaffect the ~~Guaranteed~~ ~~Benefit~~growth ~~Fee~~of isthe ~~not~~Covered ~~paid~~Fund Value. IfThe wegrowth doof ~~not~~the ~~receive~~Plan account value is likely important to the ~~Guarantee~~GLWB ~~Benefit~~Participant ~~Fee~~because ~~(except~~the GLWB Participant may never receive Installments during Settlement Phase). Therefore, ~~including~~depending ason ahow ~~result~~long of the ~~failure~~GLWB ofParticipant ~~your~~lives ~~IRA~~and ~~custodian~~how toother ~~submit~~investment itoptions available to usthe GLWB Participant under the Retirement Plan perform, the ~~Certificate~~GLWB ~~will~~Participant ~~terminate~~may asbe offinancially ~~the~~better ~~date~~off ~~that~~without electing the ~~fee~~Covered ~~is due~~Fund and GLWB.

•The Contract limits the GLWB Participant’s investment choices. Only one fund is available under the Contract. The Covered Fund may be managed in a more conservative fashion than other mutual funds available to the GLWB Participant. If the GLWB Participant does not elect the GLWB, it is possible that the GLWB Participant may invest under the Retirement Plan in other mutual funds (or other types of investments) that experience higher growth or lower losses, depending on the market, than the Covered Fund experiences. 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 the GLWB Participant invests in becomes ineligible for the Contract, the GLWB Participant must Transfer the Covered Fund Value to the new Covered Fund in order to keep the Contract in force. There will always be at least one Covered Fund available under the Contract. We reserve the right to designate Covered Funds that were previously eligible for use with the Contract as ineligible for use with the Contract, for any reason including due to changes to their investment objectives. In the event that the Covered Fund becomes ineligible or is liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Fund becomes ineligible or is liquidated.

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

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

Business Continuity Risk

•We are also exposed to risks related to natural and man-made disasters and catastrophes, such as storms, fires, earthquakes, epidemics and terrorist acts, which could adversely affect our ability to administer the Certificate. Natural and man-made disasters, such as the recent spread of COVID-19, may require a significant contingent of our employees to work from remote locations. Like many businesses, insurance companies are facing challenges due to COVID-19 and its impact on economic conditions and the financial markets. During these periods, we could experience decreased productivity, and a significant number of our workforce or certain key personnel may be unable to fulfill their duties. In addition, system outages could impair our ability to operate effectively by preventing the workforce from working remotely and impair our ability to process Certificate-related transactions or to calculate Certificate values.

~~Your~~The GLWB Participant’s receipt of payments from us is subject to our claims paying ability.

Any payments we are required to make to ~~you~~the GLWB Participant under the ~~Certificate~~Contract will depend on our long-term ability to make such payments.

We will make all payments under the ~~Certificate~~ Contract in the Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, ~~your~~the GLWB Participant’s receipt of payments from us is subject to our claims paying ability. The Covered Fund does not make payments under the GLWB. COVID-19 and the resulting impacts on economic conditions and the financial markets may have a material adverse effect on the Company’s business and financial condition. The extent to which the Company’s business may be impacted depends on future developments, which cannot be predicted at this time.

~~Currently,~~COVID-19 ~~our~~and ~~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’~~resulting ~~opinions~~impacts ~~that~~on weeconomic ~~have~~conditions ~~a superior, excellent, or a very strong ability to meet our ongoing obligations. An excellent~~ and ~~very~~the ~~strong~~financial ~~rating~~markets ~~means that we~~ may have ~~somewhat~~a ~~larger~~material ~~long-term~~adverse ~~risks~~effect ~~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~~Company’s ~~current~~business ~~opinions~~and ~~of our~~ financial ~~strength~~condition. ~~with~~The ~~respect~~extent to ~~our~~which ~~ability~~the toCompany’s ~~pay~~business ~~under~~may ~~our~~be ~~outstanding~~impacted ~~insurance~~depends ~~policies~~on ~~according~~future todevelopments, ~~their~~which ~~terms~~cannot ~~and~~be ~~the~~predicted ~~timeliness~~at ofthis ~~payments~~time. ~~The NRSRO ratings are not specific to the Certificate.~~

Additional information regarding the Company and its financial condition may be found in this prospectus under “Financial Condition of the Company” as well as Appendix A, which shows the audited financial statements of the Company.

There may be tax consequences associated with the Certificate:

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

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 have elected to rely on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 (“1934 Act”) from the requirements to file reports pursuant to Section 15(d) of that Act. In reliance on that exemption, Great-West Life & Annuity Insurance Company will not file the periodic reports that would otherwise be required under the

~~1934~~Currently, ~~Act~~our financial strength is rated by three nationally recognized statistical rating organizations (“NRSRO”), ranging from superior to excellent to very strong. ~~Annual~~Our ratings reflect the NRSROs’ opinions that we have a superior, excellent, ~~Audited~~or ~~Financial~~a ~~Statements~~very strong ability to meet our ongoing obligations. An excellent and ~~other~~very ~~information~~strong ~~regarding~~rating ~~the~~means ~~Company~~that ~~required~~we bymay 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 ~~Securities~~NRSROs’ ~~Act~~current opinions of ~~1933~~our ~~will~~financial bestrength ~~provided~~with ~~annually~~respect into ~~this~~our ~~prospectus~~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 Contract or Certificate.

~~•We~~Additional ~~are~~information ~~neither~~regarding anour ~~investment~~Company ~~company nor an investment adviser~~ and doits ~~not~~financial ~~provide~~condition ~~investment~~may ~~advice~~be tofound ~~you~~ in ~~connection~~this ~~with~~prospectus ~~the~~under ~~Certificate.~~“Financial ~~Therefore,~~Information ~~we are not governed by the Investment Advisers Act~~ of ~~1940 (~~the ~~“Advisers Act~~Company”) oras ~~the~~well ~~Investment~~as ~~Company~~Appendix ~~Act of 1940 (the “1940 Act”). Accordingly~~A, ~~the~~which ~~protections~~shows ~~provided by~~ the ~~Advisers~~audited ~~Act~~financial ~~and~~statements ~~the 1940 Act are not applicable with respect to our sale~~ of the ~~Certificate to you~~Company.

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

~~THE CERTIFICATE~~•The Contract is novel and innovative and, to date, the tax consequences of the GLWB have not been addressed in published legal authorities. A prospective GLWB Participant should consult a tax advisor before electing the Covered Fund and GLWB. See “Taxation of the Contract and GLWB,” below for further discussion of tax issues relating to the GLWB.

~~The Certificate is a group fixed deferred annuity certificate.~~Other Certificates are offered only to IRA owners whose assets are invested in the Covered Fund. The Certificates are designed for IRA owners who intend to use the investments in the Covered Fund in their IRA 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 prospectus for the Covered Fund.Information

~~Provided~~•You ~~that~~should ~~specified~~be ~~conditions~~aware ~~are~~of ~~met~~various ~~(you~~regulatory ~~own~~protections anthat ~~IRA~~do ~~account, you are a GLWB Elector,~~ and ~~you~~do ~~pay~~not ~~the~~apply ~~GLWB~~to ~~Fee when due),~~ the ~~Certificate~~Contract. ~~provides~~The ~~for~~Contract ais ~~guaranteed~~registered ~~income~~in ~~over~~accordance ~~the~~with ~~remaining life of~~ the ~~Certificate~~Securities ~~Owner~~Act ~~(or, if these are joint Covered Persons, the remaining lives~~ of ~~both~~1933. ~~joint~~The ~~Covered~~issuance ~~Persons),~~and ~~should~~sale ~~the Covered Fund Value equal zero as a result~~ of ~~GAWs,~~ the ~~Guarantee~~Contract ~~Benefit~~must ~~Fee,~~be ~~certain~~conducted ~~other~~in ~~fees~~accordance ~~that are not directly associated~~ with the ~~Certificate~~requirements orof ~~Group~~the ~~Contract~~Securities ~~(e.g.,~~Act ~~IRA fees,~~of ~~custodian fees, advisory fees), and/or Covered Fund performance~~1933.

~~INVESTMENT OPTIONS–~~•We ~~THE~~have elected to rely on the exemption provided by Rule ~~COVERED~~12h-7 ~~FUND~~under the Securities Exchange Act of 1934 (S“1934 Act”) from the requirements to file reports pursuant to Section 15(d) of that Act. In reliance on that exemption, Empower Annuity Insurance Company of America will not file the periodic reports that would otherwise be required under the 1934 Act. Annual Audited Financial Statements and other information regarding the Company required by the Securities Act of 1933 will be provided annually in this prospectus.

~~The~~•We ~~Certificate~~are ~~provides~~neither ~~protection~~an ~~relating~~investment tocompany ~~the~~nor ~~Covered~~an ~~Fund~~investment byadviser and ~~ensuring~~do ~~that,~~not ~~regardless~~provide ofinvestment ~~how~~advice ~~your~~in ~~Covered~~connection ~~Fund~~with ~~actually~~the ~~performs~~Contract. orTherefore, ~~the~~we ~~actual~~are ~~Covered~~not ~~Fund~~governed ~~Value~~by ~~when~~the ~~you~~Investment ~~begin~~Advisers ~~your~~Act ~~GAWs~~of ~~for~~1940 ~~retirement~~(the “Advisers Act”) or ~~other~~the ~~purposes,~~Investment ~~you~~Company ~~will~~Act ~~receive~~of ~~predictable~~1940 ~~income~~(the ~~payments~~“1940 ~~for~~Act”). asAccordingly, ~~long~~the asprotections ~~you~~provided ~~live~~by sothe ~~long~~Advisers asAct ~~specified~~and ~~conditions~~the ~~noted~~1940 ~~above~~Act are ~~met~~not applicable with respect to our sale of the Contract.

~~In general,~~THE 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.CONTRACT

IfThe ~~you~~Contract ~~later~~is ~~decide~~a ~~that~~group ~~you~~fixed dodeferred ~~not~~annuity ~~want~~contract. The GLWB is offered only to ~~maintain~~Retirement Plan participants whose assets are invested in the ~~Certificate,~~Covered ~~you~~Fund. ~~will~~The ~~need~~Contract tois ~~redeem all~~designed offor ~~your~~Retirement ~~shares~~Plan participants who intend to use the investments in the Covered Fund in ~~order~~their toAccount ~~cancel~~as the ~~Certificate.~~basis ~~You~~for ~~cannot~~periodic ~~remain~~withdrawals ~~invested~~(such inas systematic withdrawal programs involving regular annual withdrawals of a certain percentage of the Covered Fund ~~without~~Value) ~~owning~~to aprovide ~~Certificate~~income payments for retirement or for other purposes. For more information about the Covered Fund, each Retirement Plan participant should talk to his advisor and review the accompanying prospectuses for the Covered Fund.

~~You~~Provided ~~should~~that ~~note~~specified ~~that~~conditions are met (the ~~Company~~Retirement ~~issues~~Plan participant elects to invest in the ~~Certificates~~Covered Fund(s); was issued a Certificate (a GLWB Participant); and pays the GLWB Fee when due), ~~but~~the Contract provides for a guaranteed income over the ~~Company~~remaining islife ~~not~~of ~~your investment~~the ~~adviser~~GLWB ~~and~~Participant ~~does~~(or, ~~not~~if ~~provide~~these ~~investment~~are ~~advice~~joint toCovered ~~you~~Persons, inthe ~~connection~~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 Contract (e.g., custodian fees or advisory fees), and/or Covered Fund performance. (See “Retirement Plan, Advisory, Custodian and Covered Fund Fees and Charges” later in this Prospectus”).

AsINVESTMENT ~~described~~OPTIONS—THE inCOVERED 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.FUND

The ~~following~~Contract ~~information~~provides ~~about~~protection ~~the~~relating to Covered Fund isby ~~only~~ensuring athat, ~~summary~~regardless of ~~important~~how ~~information~~the ~~you~~Covered ~~should~~Fund ~~know.~~actually ~~More~~performs ~~detailed~~or ~~information about~~ the actual Covered Fund's ~~investment~~Value ~~strategy~~when ~~and~~the ~~risks~~GLWB ~~are~~Participant ~~included~~begins inGAWs ~~the~~for ~~Covered~~retirement ~~Fund’s~~or ~~prospectus.~~other ~~Please~~purposes, ~~read~~the ~~that~~GLWB ~~separate~~Participant ~~prospectus~~will ~~carefully~~receive ~~before~~predictable ~~investing~~income inpayments for as long as the ~~Covered~~GLWB ~~Fund~~Participant lives so long as specified conditions noted above are met.

~~The~~In ~~Covered Fund is managed by an investment adviser affiliated with us~~general, ~~which~~if ~~may have an incentive to manage~~ the ~~fund~~GLWB inParticipant apurchases ~~way~~shares ~~to reduce volatility~~ of the ~~fund's~~Covered ~~return~~Fund in ~~order~~his ~~to lower~~Account, the ~~amounts~~GLWB ~~that~~Participant weis ~~have~~required to ~~pay~~purchase ~~under~~ the ~~Certificate~~GLWB. ~~Offering~~The ~~the~~actual ~~Certificate~~date inof ~~connection~~purchase ~~with your investment in the Covered Fund, therefore, may subject us to a potential conflict~~ of ~~interest. Reducing volatility may have~~ the ~~effect~~GLWB ofwill ~~lowering~~depend ~~the~~on ~~return~~which ~~of the~~ Covered Fund ~~relative~~ toshares ~~other~~are ~~funds~~purchased. ~~This~~The ~~may~~Election ~~suppress~~Date ~~the~~for ~~value of~~ the ~~benefits~~Empower ~~provided~~SecureFoundation® byBalanced ~~the Certificate because your Benefit Base will reset only when your Covered~~ Fund ~~Value~~ is ~~higher~~ ~~than~~date ~~your~~that ~~Benefit Base. We took into account~~ the ~~Covered~~GLWB ~~Funds’~~Participant ~~use~~purchases ~~of strategies to lower volatility when we selected them for use with this Certificate~~shares.

~~GREAT-WEST~~If ~~SECUREFOUNDATION®~~the GLWB ~~BALANCED~~Participant ~~FUND~~later decides that he does not want to maintain the GLWB, he will need to redeem all of his shares in the Covered Fund in order to cancel the GLWB. The GLWB Participant cannot remain invested in the Covered Fund without owning the GLWB.

The ~~fund~~Covered isFund ~~designed~~will ~~for~~be ~~investors~~held ~~seeking~~in aan ~~professionally~~Account ~~designed~~maintained ~~asset~~pursuant ~~allocation program~~ to ~~simplify~~ the ~~accumulation~~Retirement ofPlan. ~~assets~~The ~~prior~~Company toissues ~~retirement together with~~ the ~~potential~~Contracts, ~~benefit~~but of the ~~guarantee~~Company ~~that~~is ~~may~~not ~~be provided by~~ the ~~Certificate.~~GLWB ~~The~~Participant’s ~~fund~~investment ~~strives~~adviser ~~to provide shareholders with a high level of diversification primarily through both a professionally designed asset allocation model~~ and ~~professionally~~does ~~selected~~not ~~investments~~provide ininvestment ~~underlying~~advice ~~portfolios~~to (the ~~“Underlying~~GLWB ~~Portfolios”).~~Participant ~~The~~in ~~intended~~connection ~~benefit~~with ~~of asset allocation is diversification, which is expected to reduce volatility over~~ the ~~long-term~~GLWB.

~~The~~As ~~fund~~described isin amore ~~“fund~~detail ofin ~~funds”~~the ~~that~~Covered ~~pursues~~Fund ~~its~~prospectus, ~~investment~~in ~~objective~~addition byto ~~investing in~~the ~~other~~Guarantee ~~mutual~~Benefit ~~funds~~Fee, ~~including~~there ~~Underlying~~are ~~Portfolios~~certain ~~that~~fees and charges associated with the Covered Fund, which may orreduce the Covered Fund Value. These fees may ~~not~~include bemanagement ~~affiliated~~fees, ~~with~~distribution ~~the~~fees, ~~Great-West~~acquired ~~SecureFoundation®~~fund ~~Balanced~~fees ~~Fund~~and expenses, ~~cash~~redemption fees, exchange fees, advisory fees, and/or ~~cash~~administrative ~~equivalents~~fees.

~~Only~~The following information about the ~~Investor~~Covered ~~Class~~Fund ~~shares~~is only a summary of important information that the ~~Great-West~~GLWB ~~SecureFoundation®~~Participant ~~Balanced~~should know. More detailed information about the Covered Fund's isinvestment ~~available~~strategies and risks are included in the Covered Fund’s prospectus. Please read that separate prospectus carefully before investing in the Covered Fund.

The Covered Fund is managed by an investment adviser affiliated with us, which may have an incentive to manage the fund in a way to reduce volatility of the fund's returns in order to lower the amounts that we have to pay under the Contract. Offering the Contract in connection with your investment in the Covered Fund, therefore, may subject us to a potential conflict of interest. Reducing volatility may have the effect of lowering the return of the Covered Fund relative to other funds. This may suppress the value of the benefits provided by the Contract because your Benefit Base will reset only when your Covered Fund Value is higher than your Benefit Base. We took into account the Covered Fund's use of strategies to lower volatility when we selected them for use with this Contract. In addition, the Covered Funds is a fund of funds, for which you will pay fees at both fund levels, which will reduce your investment return.

EMPOWER SECUREFOUNDATION® BALANCED FUND

The fund 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 Contract. The fund 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 portfolios (the “Underlying Portfolios”). The intended benefit of asset allocation is diversification, which is expected to reduce volatility over the long-term.

The fund is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including Underlying Portfolios that may or may not be affiliated with the Empower SecureFoundation® Balanced Fund, cash and cash equivalents.

The fund has two classes of shares, Investor Class and Service Class shares. Each class is identical except that Service Class shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee. Because the distribution fee is paid out of Service Class assets on an ongoing basis, over time these fees will increase the cost of the investment and may cost more than paying other types of sales charges.

Investment Objective

The fund seeks long-term capital appreciation and income.

ADDING AND REMOVING COVERED FUNDS

We may, without the consent of ~~you~~the GLWB Participant or the ~~Group~~ Contract Owner, offer new Covered Fund(s) or cease offering the currently available Covered Fund. We will notify the ~~Group~~ Contract Owner whenever the Covered Fund(s) are changed. If we cease offering the currently available Covered Fund in which ~~you~~the ~~are~~GLWB Participant is invested, then ~~you~~the GLWB Participant must transfer the Covered Fund Value to the new Covered Fund in order to keep the ~~Certificate~~Contract in force. There will always be at least one Covered Fund available. 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. 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%.

IRA ROLLOVERS

You may fund your IRA with proceeds rolled over or directly transferred from a tax-deferred retirement plan established under Section 401(a), 401(k), 403(b), or 457(b) of the Code (“tax-deferred retirement plan”). If your rollover is from a tax-deferred retirement plan and you have previously elected a Great-West guaranteed lifetime withdrawal product as part of your investments in your tax-deferred retirement plan, your Benefit Base may be equal to your benefit base as it existed under your prior tax-deferred retirement plan immediately prior to your rollover. Your new Benefit Base after the IRA rollover will only equal the benefit base you had under your tax-deferred retirement plan if you: (a) invest the rollover or transfer proceeds covered by the Great-West guaranteed lifetime withdrawal benefit product immediately prior to distribution from the tax-deferred retirement plan in the Covered Fund(s); (b) invest in the same Covered Fund approved by Great-West, as described below, except if you are in Settlement Phase; and (c) you request the restoration of the benefit base as it existed under your tax-deferred retirement plan. To maintain the same Benefit Base, you must be in the same Phase that you were in at the time of the rollover or transfer 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.

In order to be eligible to maintain your Benefit Base from your tax-deferred retirement plan, you must invest in the corresponding Covered Fund in the IRA as described below:

Covered Fund held in tax-deferred retirement plan Corresponding Covered Fund in IRA Great-West SecureFoundation® Balanced Fund Great-West SecureFoundation® Balanced Fund– Investor Class

Your new Covered Fund Value after the IRA rollover 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 Covered Fund Value.

IRA ROLLOVERS

If the SecureFoundation® Group Fixed Deferred Annuity Certificate (or individual contract in certain states) that we issue in connection with IRAs (the “IRA Certificate”) has been approved in the GLWB Participant’s state of residence and he or she is eligible and permitted by the terms of his or her Retirement Plan documents, the GLWB Participant may rollover the proceeds of his or her tax deferred Retirement Plan, including the GLWB, to his or her IRA. To preserve the GLWB in the rollover, the IRA provider must offer the Covered Fund and the IRA Certificate. If the rollover is from a tax-deferred Retirement Plan and the GLWB Participant has previously elected the GLWB as part of his or her investments in the tax-deferred Retirement Plan, the new Benefit Base may be equal to the Benefit Base as it existed under the GLWB Participant’s prior tax-deferred Retirement Plan immediately prior to the rollover. The new Benefit Base after the IRA rollover will only equal the Benefit Base the GLWB Participant had under the tax-deferred Retirement Plan, if the GLWB Participant: (a) invests the rollover or transfer proceeds covered by the Contract immediately prior to distribution from the tax-deferred Retirement Plan in the Covered Fund(s); (b) invest in a corresponding Covered Fund approved by Empower, as described in the prospectus for the IRA Certificate, except if the GLWB Participant is in the Settlement Phase; and (c) the GLWB Participant requests the restoration of the Benefit Base as it existed under the Retirement Plan. To maintain the same Benefit Base, the GLWB Participant must be in the same Phase that the GLWB Participant was in at the time of the rollover or transfer after the rollover or transfer is complete. If the GLWB Participant does not meet these requirements, a new benefit base will be established that is equal to the Covered Fund Value as of the date of the rollover and the Guarantee Benefit Fee will be calculated as a percentage of the Covered Fund Value.

The GLWB Participant’s new Covered Fund Value after the IRA rollover will initially equal the Covered Fund Value as of the date of the rollover. We will calculate the GLWB Participant’s Guarantee Benefit Fee as a specified percentage of the Covered Fund Value.

THE ACCUMULATION PHASE

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

The Accumulation Phase is the period of time between the ~~Certificate~~ Election Date, which is the date ~~your~~the ~~Certificate~~GLWB isParticipant ~~issued~~purchases bythe ~~Great-West~~GLWB, and the first day of the GAW Phase. During this Phase, ~~you~~the GLWB Participant will establish ~~your~~the GLWB Participant’s Benefit Base which will be used later to determine the amount of ~~your~~ GAWs.

Covered Fund Value

~~Your~~The GLWB Participant’s Covered Fund Value is the aggregate value of the shares in the Covered Fund held in ~~your~~the GLWB Participant’s Account. If ~~your~~the GLWB Participant’s 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 fees,~~ custodian fees, or advisory fees), and/or GAWs, we will make annual payments to ~~you~~the GLWB Participant for the rest of ~~your~~his life. See “The Settlement Phase,” below. ~~Your~~The GLWB Participant’s Covered Fund Value also determines the amount of the Guarantee Benefit Fee we deduct ~~under the Certificate~~. See “Guarantee Benefit Fee,” below.

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

We do not increase or decrease ~~your~~the GLWB Participant’s Covered Fund Value. Rather, ~~your~~the GLWB Participant’s 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~~the GLWB Participant’s Covered Fund Value, and fees and expenses associated with the Covered Fund and negative Covered Fund performance (including capital losses) will decrease ~~your~~the GLWB Participant’s Covered Fund Value.

~~Your~~The GLWB Participant’s Covered Fund Value will also increase each time ~~you~~the ~~purchase~~GLWB Participant purchases additional fund shares, such as by making a ~~Certificate~~Contract Contribution, and will decrease each time ~~you~~the ~~redeem~~GLWB Participant redeems shares, such as through payment of the Guarantee Benefit Fee or as a result of Distributions, Excess Withdrawals, Installments, and Transfers from the Covered Fund to another investment option offered under the ~~IRA~~Retirement Plan (other than another Covered Fund). The GLWB Participant’s Covered Fund Value is not affected by any Ratchet or Reset of the Benefit Base (described below).

~~Your Covered Fund Value is not affected by any Ratchet or Reset of the Benefit Base (described below).~~9

Benefit Base

~~Your~~The GLWB Participant’s Benefit Base is separate from ~~your~~the Covered Fund Value. It is not a cash value. Rather, ~~your~~ the GLWB Participant’s Benefit Base is used to calculate Installment Payments during the GAW Phase and the Settlement Phase. ~~Your~~The GLWB Participant’s 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 your Covered Fund Value on that date. However, if your initial Certificate Contribution is a rollover from a tax deferred retirement plan, your Benefit Base may instead equal the benefit base you had under your tax deferred retirement plan. See “IRA Rollovers,” above, for more information. The Covered Fund will have its own Benefit Base. The Covered Fund Benefit Base cannot be transferred to another Covered Fund unless the covered Fund in which you are invested is eliminated or liquidated by us.

~~•We~~On ~~increase~~the ~~your~~GLWB Participant’s Election Date, the initial Benefit Base is equal to the GLWB Participant’s Covered Fund Value on athat ~~dollar-for-dollar~~date. ~~basis~~The ~~each~~Covered ~~time~~Fund will have its own Benefit Base. The Covered Fund Benefit Base cannot be transferred to another Covered Fund unless the Covered Fund in which you ~~make~~are ainvested ~~Certificate~~is ~~Contribution~~eliminated or liquidated by us.

•We ~~decrease~~increase ~~your~~the GLWB Participant’s Benefit Base on a ~~proportionate~~dollar-for-dollar basis each time ~~you make an Excess Withdrawal. (See “Example of Effects of an Excess Withdrawal taken during~~ the ~~Accumulation~~GLWB ~~Period,”~~Participant ~~later~~makes ina ~~this prospectus~~Contribution.)

•OnWe ~~each~~decrease ~~Ratchet~~the ~~Date~~GLWB ~~(described~~Participant’s ~~below), we will increase your~~ Benefit Base toon ~~equal~~a ~~your current Covered~~proportionate ~~Fund~~basis ~~Value~~each iftime ~~your~~the ~~Covered~~GLWB ~~Fund~~Participant ~~Value~~makes isan ~~greater~~Excess ~~than~~Withdrawal. ~~your~~(See ~~Benefit~~“Example ~~Base.~~of ~~(If~~Effects ~~so,~~of ~~your~~an ~~Benefit~~Excess ~~Base~~Withdrawal ~~will~~taken ~~then~~during ~~reflect~~the ~~positive~~Accumulation ~~Covered~~Phase,” ~~Fund~~later in ~~performance~~this Prospectus.)

•On each Ratchet Date (described below), we will increase the GLWB Participant’s Benefit Base to equal the GLWB Participant’s current Covered Fund Value if the GLWB Participant ‘s Covered Fund Value is greater than the GLWB Participant’s Benefit Base. (If so, the GLWB Participant’s 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 only for purposes of calculating ~~your~~the GLWB Participant’s Installment Payments during the GAW Phase and the Settlement Phase. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value.

•It is important that ~~you~~the doGLWB Participant does not confuse ~~your~~ the Benefit Base with the Covered Fund Value.

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

•~~During~~The ~~the~~maximum ~~Accumulation Phase and the GAW Phase, the~~ Benefit Base ~~will~~is ~~be re-calculated each time you make a Certificate Contribution or Excess Withdrawal~~$5, ~~as well as on an annual basis as described below~~000, ~~which is known as your Ratchet Date~~000.

Subsequent ~~Certificate~~Contract Contributions to Your Account

During the Accumulation Phase, ~~you~~the GLWB Participant may make additional ~~Certificate~~Contract Contributions to the Covered Fund in addition to ~~your~~the initial ~~Certificate~~Contract Contribution. ~~Subsequent~~Subject ~~Certificate~~to ~~Contributions~~the ~~can~~requirements beof ~~made~~federal bytax ~~cash~~law ~~deposit~~and ~~(subject~~the toterms ~~limitations~~of ~~under~~the ~~federal~~Retirement ~~tax~~Plan, ~~law)~~subsequent Contract Contributions can be made by cash deposit, Transfers, or ~~may include~~ rollovers from certain other retirement accounts. Additional ~~Certificate~~Contract Contributions may not be made after the Accumulation Phase ends.

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

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

Ratchet Date Adjustments to the Benefit Base

During the Accumulation Phase, the Benefit Base will be evaluated and, if necessary, adjusted on an annual basis. This is known as the Ratchet Date and it occurs on the anniversary of the ~~Certificate~~ Election Date. It is important to be aware that even though ~~your~~the GLWB Participant's 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~~the GLWB Participant's Benefit Base will never decrease solely due to negative Covered Fund performance.

On each Ratchet Date during the Accumulation Phase, the Benefit Base is automatically adjusted (“ratcheted”) to the greater of:

(a)

the current Benefit Base; or

(b)

the current Covered Fund Value.

Example of Ratchet Date Adjustments during the Accumulation Period

Assume the following:

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

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

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

Covered Fund Value on July 1 = $105,000

Benefit Base on July 1 = $100,000

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

Covered Fund Value on January 2 of the following year = $105,000

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

Excess Withdrawals During the Accumulation Phase

Because the ~~Certificate~~GLWB is held in ~~your~~the ~~IRA~~Account, ~~you~~the GLWB Participant may make withdrawals or change the ~~your~~GLWB Participant’s Account investments at any time and in any amount that ~~you~~the ~~wish~~GLWB Participant wishes, subject to any federal tax limitations or Retirement Plan limitations. During the Accumulation Phase, however, any withdrawals or Transfers from ~~your~~the GLWB Participant’s Covered Fund Value will be categorized as Excess Withdrawals. Any withdrawals to satisfy ~~your~~the GLWB Participant’s required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase.

~~You~~The GLWB Participant 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 negatively affect ~~your~~the GLWB Participant’s future benefits under the ~~Certificate~~Contract, or result in termination of the GAWs and the ~~Certificate~~Contract. In the event ~~you~~the ~~decide~~GLWB Participant decides to take an Excess Withdrawal, as discussed below, ~~your~~ the GLWB Participant’s 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 will be reduced by more than the amount of the withdrawal when your Benefit Base is greater than your~~

10Accordingly, the GLWB Participant’s Benefit Base will be reduced by more than the amount of the withdrawal when the Benefit Base is greater than the Covered Fund Value, which is likely to occur after periods of negative market performance. This could also result in termination of the Contract and the GAWs.

Covered Fund Value, which is likely to occur after periods of negative market performance. This could also result in termination of the Certificate and the GAWs.

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

All Distributions and Transfers during the Accumulation Phase, including Transfers from the Covered Fund to other investment options, are treated as Excess Withdrawals. An Excess Withdrawal will reduce ~~your~~ the GLWB Participant’s Benefit Base and Covered Fund Value. A Distribution occurs when money is paid to ~~you~~the GLWB Participant from the Covered Fund Value. A Transfer occurs when ~~you~~the ~~transfer~~GLWB Participant transfers money from the Covered Fund to another ~~IRA~~ investment. If ~~you~~the ~~Transfer~~GLWB Participant Transfers any amount out of the ~~Great-West~~Empower SecureFoundation® Balanced Fund after the Guarantee Trigger Date, then ~~you~~the GLWB Participant will be prohibited from making any Transfers into the same Covered Fund for at least ninety (90) calendar days.

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

Treatment of a Distribution During the Accumulation Phase

At the time of any partial or periodic Distribution, if the Covered Person is 55 years of age or older, ~~you~~the GLWB Participant may elect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If ~~you~~the ~~choose~~GLWB Participant chooses not to begin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce ~~your~~the GLWB Participant's Covered Fund Value and your Benefit Base (as described above).

If the Covered Person is not yet 55 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~~The GLWB Participant should consult a qualified tax advisor regarding contribution limits and other tax implications. Excess Withdrawals could result in federal and/or state taxes.

Loans

During the Accumulation Phase, the GLWB Participant may take a loan on his or her Account, if allowed by the Retirement Plan and the Code.

Any amount withdrawn from the Covered Fund Value to fund the loan will be treated as an Excess Withdrawal. Loan repayments to the Covered Fund will increase the Benefit Base dollar-for-dollar and are invested in the Covered Fund dollar-for-dollar. If the loan reduces the Covered Fund Value to zero, Transfer(s) will not be permitted into the same Covered Fund for at least ninety (90) calendar days after the loan, but the GLWB Participant may continue to direct other Contract Contributions into the Covered Fund and establish a new Election Date.

If a Retirement Plan loan is outstanding that affects the Covered Fund Value, the GLWB Participant must repay the Plan loan before the GAW Phase can begin and Installments are paid. Retirement Plan loans cannot be made from Covered Fund Value during GAW Phase or Settlement Phase. No interest is charged on loans.

Death During the Accumulation Phase

If a GLWB ~~Elector~~Participant dies during the Accumulation Phase, then wethe GLWB will terminate ~~the Certificate~~ and ~~pay~~ the Covered Fund Value will be paid to the Beneficiary in accordance with the terms of the ~~IRA~~Retirement Plan and the Code (unless an election is permitted and made by a Beneficiary that is the spouse of the GLWB ~~Elector~~Participant). A Beneficiary that is the spouse of the GLWB ~~Elector~~Participant may choose either to:

•become a new GLWB ~~Elector~~Participant and maintain the deceased GLWB ~~Elector~~ Participant’s current Benefit Base (or proportionate share if multiple Beneficiaries) as of the date of death; or

•to establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date of the deceased GLWB ~~Elector~~Participant’s death.

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

AIf permitted by the Retirement Plan and the Code, a Beneficiary who is not the spouse of the GLWB ~~Elector~~Participant cannot elect to maintain the current Benefit Base, but may elect to establish a new ~~Account~~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.

11To 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 Retirement Plan, and the Code. Any election made by Beneficiary pursuant to this section is irrevocable.

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

THE GAW PHASE

The GAW Phase begins when ~~you~~the ~~elect~~GLWB Participant elects to receive GAWs under the ~~Certificate~~Contract. 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 55 and are eligible to begin distributions under the ~~IRA~~Retirement Plan and the Code. ~~The~~If ~~Code~~the ~~generally~~GLWB ~~permits~~Participant ~~distributions~~is ~~from~~still ~~IRAs~~in atthe ~~any~~employment ~~time~~of ~~(subject~~the toPlan ~~a penalty tax in some cases)~~Sponsor, asthe doCode ~~most~~generally ~~(but~~does not ~~all)~~permit ~~IRAs.~~distributions ~~Installments~~to ~~will~~commence ~~not~~prior ~~begin~~to ~~until~~age ~~Great-West~~59 1∕2. ~~receives~~The ~~appropriate~~Retirement Plan and ~~satisfactory information about~~ the ~~age~~Code ofmay ~~the~~impose ~~Covered~~other ~~Person(s)~~limitations inon ~~good order and in manner reasonably satisfactory to Great-West~~distributions.

~~In order to initiate the GAW Phase, you must submit a written Request to Great-West. At that time, you must provide sufficient documentation for Great-West to determine the age of each Covered Person.~~12

~~Because~~Distributions ~~the~~prior ~~GAW~~to ~~Phase cannot begin until all Covered Persons under the Certificate attain~~ age ~~55,~~59 1∕2 ~~any~~may ~~Distributions taken before then will~~ be ~~considered~~subject ~~Excess Withdrawals and will be deducted from the Covered Fund Value~~to ~~dollar for dollar and Benefit Base on~~ a ~~proportionate~~penalty ~~basis~~tax. ~~See~~Installments ~~“Accumulation~~will ~~Phase,”~~not ~~above,~~begin ~~for~~until ~~more~~Empower ~~information.~~receives Noappropriate ~~Certificate~~and ~~Contributions~~satisfactory ~~may~~information beabout ~~made~~the toage of the Covered ~~Fund~~Person(s) onin ~~and after~~good ~~the~~order ~~Initial~~and ~~Installment~~in manner ~~Date,~~reasonably ~~which~~satisfactory isto ~~the date that GAWs begin~~Empower.

~~Because~~In oforder ~~decreasing~~to ~~life~~initiate ~~expectancy as you age, in certain circumstances,~~ the ~~longer~~GAW ~~you wait to start taking GAWs~~Phase, the ~~less~~GLWB ~~likely~~Participant itmust issubmit ~~that~~a ~~you~~written ~~will~~Request ~~benefit~~to ~~from your Certificate~~Empower. OnAt ~~the~~that ~~other hand~~time, the ~~earlier~~GLWB ~~you~~Participant ~~begin~~must ~~taking~~provide ~~GAWs,~~sufficient ~~the~~documentation ~~lower~~for ~~the~~Empower ~~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~~age ~~financially~~of ~~beneficial~~each ~~time~~Covered ~~for you to begin taking GAWs~~Person.

Because the GAW Phase cannot begin until all Covered Persons under the GLWB attain age 55, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value dollar for dollar and Benefit Base on a proportionate basis. See “Accumulation Phase,” above for more information. No Contract 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 the GLWB Participant ages, in certain circumstances, the longer the GLWB Participant waits to start taking GAWs, the less likely it is that the GLWB Participant will benefit from the GLWB. On the other hand, the earlier the GLWB Participant begins taking GAWs, the lower the GAW Percentage the GLWB Participant will receive and therefore the lower the GLWB Participant’s GAWs (if any) will be. The GLWB Participant should talk to his advisor before initiating the GAW Phase to determine the most financially beneficial time for the GLWB Participant to begin taking GAWs.

Installments

It is important that you understand how the GAW is calculated because it will affect the benefits ~~you~~the ~~receive~~GLWB Participant receives under the ~~Certificate~~Contract. 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 vested portion of the current Benefit Base to the current Covered Fund Value on the Initial Installment Date. To determine the vested portion of (“Vested %”) of the Benefit Base, the vested portion of the Covered Fund is divided by the total Covered Fund Value. If the GLWB Participant is less than fully vested, the GAW will be based upon the Vested % of the Covered Fund Value and Benefit Base. If the vested Covered Fund Value is greater than the Vested % of the Benefit Base, we will increase the Benefit Base to equal the vested Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See “The GAW Phase– Vesting,” below.

During the GAW Phase, ~~your~~the GLWB Participant’s Benefit Base will receive an annual adjustment or “ratchet” just as it did during the Accumulation Phase. ~~Your~~The GLWB Participant’s Ratchet Date will become the anniversary of Initial Installment Date and will no longer be the anniversary of the ~~Certificate~~ Election Date.

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

(a)

the current Benefit Base; or

(b)

the current Covered Fund Value.

~~Your~~The ~~Benefit~~GLWB Participant’s Benefit Base is used to calculate the GAW ~~you~~he ~~receive~~receives. However, even though the Benefit Base is adjusted annually, ~~your~~the GAW% will not change unless ~~you~~the ~~request~~GLWB Participant requests a Reset of the GAW%. See “The GAW Phase—Optional Resets of the GAW% During the GAW Phase,” below.

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

Calculation of Installment Amount

The GAW% is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person.

The GAW is based on a percentage of the Benefit Base pursuant to the following schedule:

Sole Covered Person	Joint Covered Person
4.0% for life at ages 55-64	3.5% for youngest joint life at ages 55-64
5.0% for life at ages 65-69	4.5% for youngest joint life at ages 65-69

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

6.0% for life at ages 70-79	5.5% for youngest joint life at ages 70-79
7.0% for life at ages 80+	6.5% for youngest joint life at ages 80+

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

Numerical Example of GAW Calculation

Assume the following:

Sole Covered Person - 100% Vested

Age of Covered Person at Initial Installment Date: 60

Covered Fund Value = $120,000

Current Benefit Base = $115,000

Adjusted Benefit Base at Initial Installment Date = $120,000*

GAW% based on Age = 4.0%

GAW% x ~~(Adjusted~~Vested ~~Benefit~~% ~~Base)~~x = 4.0% x $120,000 = $4,800

Installment Frequency = Monthly (12 payments per year)

So GAW/Installment Frequency = $4,800/12 = $400

The monthly Installment will be $400

Numerical Example of GAW Calculation, Joint Covered Persons

Assume the following:

Joint Covered Persons - 100% Vested

Age of primary Covered Person at Initial Installment Date: 65

Age of joint Covered Person at Initial Installment Date: 58

Youngest Age for Determination of GAW: 58

Covered Fund Value = $120,000

Current Benefit Base = $115,000

Adjusted Benefit Base at Initial Installment Date = $120,000*

GAW% based on Age = 3.5%

GAW% x Vested % x (Adjusted Benefit Base) = 3.5% x $120,000 = $4,200

Installment Frequency = Monthly (12 payments per year)

So GAW/Installment Frequency = $4,200/12 = $350

The monthly Installment will be $350

* 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, nor may the beneficiary designation of a joint election be changed.

Installment Frequency Options

~~Your~~The GLWB Participant's 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.

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

Vesting

The GAW for a GLWB Participant who is employed, but not fully vested under the Retirement Plan, is based on the GLWB Participant’s Vested % of the Benefit Base, as determined by dividing the vested portion of the 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 who has elected to begin the GAW Phase 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 of Calculation of GAW where GLWB Participant is not fully vested:

•GLWB Participant information:

•$100,000 Benefit Base

•GAWs start at age 62: GAW% at 5%

•Vested % at age 62: 50%

•Vested % at age 63: 60%

•Vested % at age 64: 70%

•Guaranteed Annual Withdrawal = Benefit Base x Vested % x GAW %

•Age 62 (when GAWs start): $100,000 x 50% x 5% = $2,500

•Age 63 (on next Ratchet Date): $100,000 x 60% x 5% = $3,000

•Age 64 (on next Ratchet Date): $100,000 x 70% x 5% = $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.

Numerical Example of Calculation of GAW where non-fully vested GLWB Participant is not eligible for adjustment:

•GLWB Participant information:

•$100,000 Benefit Base

•$60,000 Covered Fund Value

•GAWs start at age 62: 5%

•Vested % 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

Lump Sum Distribution Option

At any time during the GAW Phase, if ~~you~~the ~~are~~GLWB Participant is receiving Installments more frequently than annually, ~~you~~the GLWB Participant 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~~the 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 upon the next Ratchet Date, if applicable. If ~~you~~the ~~choose~~GLWB Participant chooses 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~~the GLWB Participant must notify ~~Great-West~~Empower that ~~you~~the ~~wish~~GLWB Participant wishes to recommence Installment payments for the next year. ~~Great-West~~Empower must receive notice 30 calendar days before the next Ratchet Date that ~~you~~the ~~wish~~GLWB Participant wishes to recommence payments; otherwise, ~~Great-West~~Empower will not make any Installments. The Ratchet Date will not change if Installments are suspended.

Optional Resets of the GAW% During the GAW Phase

~~You~~The GLWB Participant may Request, on an annual basis, a Reset of the GAW% during the GAW Phase at least thirty (30) calendar days prior to the Ratchet Date.

If requested, ~~Great-West~~Empower will multiply the Covered Fund Value as of the Ratchet Date by the GAW% (based on ~~your~~the GLWB Participant's, or the younger joint Covered Person’s, Attained Age on the Ratchet Date) and determine if it is higher than the current Benefit Base multiplied by the current applicable GAW%. If so, the current GAW% will change to the Attained Age GAW% and the Benefit Base will change to the current Covered Fund Value as of the Ratchet Date. If it does not, the Reset shall be void but a Ratchet may still occur. If the Reset takes effect, it will be effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

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

Numerical Example When Reset is Beneficial

Assume the following:

Age at Initial Installment Date: 60

Attained Age: 70

Covered Fund Value = $120,000

Current Benefit Base = $125,000

Current GAW% before Ratchet Date: 4%

Attained Age GAW% after Ratchet Date: 6%

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

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

So, New GAW Amount is $7,200

New Benefit Base is $120,000

New GAW% is 6%

Numerical Example When Reset is NOT Beneficial

Assume the following:

Age at Initial Installment Date: 60

Attained Age: 70

Covered Fund Value = $75,000

Current Benefit Base = $125,000

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 occurs.

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. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW).

If an Excess Withdrawal occurs, the GAW and current Benefit Base will be adjusted on the next Ratchet Date. When ~~your~~the Benefit Base is greater than ~~your~~the Covered Fund Value, an Excess Withdrawal may reduce your future benefits by more than the dollar amount of the Excess Withdrawal.

Numerical Example Effect of Excess Withdrawals During the GAW Phase

Assume the following:

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

~~Benefit~~Withdrawals ~~Base~~taken =during ~~$100~~the GAW Phase to meet required minimum distribution requirements,~~000~~ in the proportion of the GLWB Participant’s Covered Fund Value to the GLWB Participant’s overall Account balance (and not taking into account any other retirement balances of the GLWB Participant), will be deemed to be within the contract limits for the GLWB Participant 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 Election Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

~~GAW%~~Note: 5%The Contract does not require us to warn the GLWB Participant or provide the GLWB Participant with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving the GLWB

~~GAW Amount = $100,000 x 5% = $5,000~~ 17

~~Total~~Participant’s ~~annual~~Covered ~~withdrawal:~~Fund. ~~$10~~The GLWB Participant should carefully monitor the GLWB Participant’s Covered Fund,~~000~~ any withdrawals from the GLWB Participant’s Covered Fund, and any changes to the GLWB Participant’s Benefit Base. The GLWB Participant’s may contact us at 1-866-317-6586 for information about the GLWB Participant’s Benefit Base.

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

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 (866) 317-6586 for information about your Benefit Base.

Death During the GAW Phase

If ~~You~~the ~~Die~~GLWB Participant Dies After the Initial Installment Date as a Sole Covered Person.

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

If ~~You~~the ~~Die~~GLWB Participant Dies After the Initial Installment Date while Joint Covered Person is Living.

Upon ~~your~~the GLWB Participant’s death after the Initial Installment Date, and while the joint Covered Person is still living, the joint Covered Person/Beneficiary ~~may~~will ~~elect~~continue to ~~become~~receive anGAW ~~Owner~~Installments ~~(if~~based ~~permitted~~on by the ~~IRA~~GLWB ~~and~~Participant’s ~~the~~original ~~Code)~~election until ~~and~~his he or ~~she~~her ~~will~~death, ~~acquire~~if ~~all~~permitted ~~rights~~by ~~under~~ the ~~Certificate~~Retirement Plan and ~~continue~~the ~~to receive GAW Installments based on your original election~~Code. Installments may continue to be paid to the surviving Covered Person based on the GAW% for joint Covered Persons as described above.

~~Installments~~After ~~will~~the ~~continue~~joint toCovered bePerson’s ~~paid~~death, to the ~~surviving~~GLWB ~~Covered~~will ~~Person~~terminate, ~~until~~no ~~his~~further orInstallments ~~her~~will ~~death~~be paid, and ~~the~~any ~~surviving~~remaining Covered ~~Person’s~~Fund ~~beneficiary~~Value will ~~receive~~be ~~any~~distributed ~~remaining~~in ~~Covered~~accordance ~~Fund~~with ~~Value~~the onCode and the ~~date~~terms of ~~death~~the Retirement Plan and the Contract. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value on the date of death as a lump sum Distribution or can separately elect to become an Owner and will be subject to all terms and conditions of the Certificate, the ~~IRA~~ Contract, the Retirement Plan, and the Code. If the surviving Covered Person elects to separately become an Owner, the date of the election will be the new Ratchet Date.

Any election made by the 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~~ ~~fees,~~ custodian fees, or 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~~the GLWB Participant. During the GAW Phase, the GAWs are made first from ~~your~~the GLWB Participant’s own investment.

Installments continue for ~~your~~the GLWB Participant’s life under the terms of the ~~Certificate~~Contract, but all other rights and benefits (including any death benefit to a Beneficiary) under the ~~Certificate~~Contract 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~~GLWB will terminate and no Installments or death benefit will be paid to the Beneficiary.

EXAMPLES OF HOW THE ~~CERTIFICATE~~GLWB WORKS

A note about the examples:

•All ~~Certificate~~Contract Contributions are assumed to be at the end of ~~the~~ 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.

16•All GLWB Participants are assumed to be fully vested.

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

•In all of the examples, ~~you~~the ~~have~~GLWB Participant has access to ~~your~~his 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.~~18

•If ~~you~~the ~~need~~GLWB toParticipant ~~take~~dies abefore ~~withdrawal~~the inCovered ~~excess~~Fund ofValue ~~your GAW~~is depleted, ~~you may take up to~~ the remaining Covered Fund Value, ~~which~~would ~~will~~ be ~~considered~~available anto ~~Excess Withdrawal~~beneficiaries.

~~Example~~•If ~~1– Basic: Assume you buy~~ the ~~Certificate~~GLWB atParticipant ~~age~~needs 65to ~~and~~take ~~start~~a ~~taking GAWs~~withdrawal in ~~annual~~excess ~~Installments~~of ~~immediately.~~the ~~Also,~~GLWB ~~assume~~Participant’s ~~that~~GAW, the ~~Covered~~GLWB ~~Fund~~Participant ~~Value~~may ~~(net~~take ofup ~~investment~~to ~~management fees) decreases by 10% in~~ the ~~first~~Covered ~~two~~Fund ~~years~~Value, ~~and increases~~which bywill 5%be ~~every~~considered ~~year~~an ~~thereafter~~Excess Withdrawal.

Example 1– Basic: Assume the GLWB Participant buys the GLWB at age 65 and starts 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.

Details:

•Sole Covered Person

•Initial Covered Fund Value: $500,000

•GAW Percent: 5%

•GAW Amount: $500,000 x 5% = $25,000

•Guarantee Benefit Fee: 1.20%

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

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

Result:

•~~You~~The GLWB Participant annually ~~withdraw~~withdraws $25,000 from ~~your~~the GLWB Participant’s Covered Fund until about age 8687 when the Covered Fund is depleted:

•At age 8687 ~~your~~the GLWB Participant’s Covered Fund Value is $11,514.

•~~You~~The ~~withdraw~~GLWB Participant withdraws the $11,514, which depletes the Covered Fund and ~~you~~ ~~are~~the GLWB Participant is now in Settlement Phase.

•We provide the remaining $13,486 necessary to make the Installment of $25,000.

•We continue to pay Installments of $25,000 each year for ~~your~~the GLWB Participant’s life.

Illustration:

Example 2– Ratchet: Assume ~~you~~the ~~buy~~GLWB Participant buys the ~~Certificate~~GLWB at age 55 and ~~start~~starts 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

•GAW Percent: 5%

•Guarantee Benefit Fee: 1.20%

•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 the Covered Fund Value of $649,160 on ~~your~~the Ratchet Date.

•~~Your~~The GLWB Participant’s Benefit Base Ratchets to $649,160.

•Covered Fund Value at the beginning of year 10 is $454,559, but GAWs are based on the Benefit Base, which is $649,160.

•GAWs are $649,160 x 5% = $32,458.

•~~You~~The GLWB Participant annually ~~withdraw~~withdraws $32,458 from ~~your~~the GLWB Participant’s Covered Fund until about age 80 when the Covered Fund is depleted:

•At age 80, ~~your~~the GLWB Participant’s Covered Fund Value is $23,926.

•~~You~~The ~~withdraw~~GLWB Participant withdraws the $23,926 which depletes the Covered Fund and ~~you~~ ~~are~~the GLWB Participant is now in Settlement Phase. We provide the remaining $8,532 necessary to make the Installment $32,458.

•We continue to pay Installments of $32,458 each year for ~~your~~the GLWB Participant’s life.

Illustration:

Example 3– Additional ~~Certificate~~ Contract Contributions: Assume ~~you~~the ~~buy~~GLWB Participant buys the ~~Certificate~~ GLWB at age 55 and ~~you~~the ~~make~~GLWB Participant makes annual ~~Certificate~~ Contributions of $2,500 until ~~you~~the ~~start~~GLWB Participant starts 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~~Contract Contributions until GAWs Begin: $2,500

•GAW Percent: 5%

•Guarantee Benefit Fee: 1.20%

•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 the Covered Fund Value of $282,593 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.~~20

•The GLWB Participant’s Benefit Base at the end of year 10 is $525,000 as a result of the additional Contract Contributions in years 1 through 10.

•GAWs are $525,000 x 5% = $26,250.

•~~You~~The GLWB Participant annually ~~withdraw~~withdraws $26,250 from ~~your~~the GLWB Participant’s Covered Fund until about age 78 when the Covered Fund is depleted:

•At age 78, ~~your~~the GLWB Participant’s Covered Fund Value is $11,531. ~~You withdraw the $11,531 which depletes the Covered Fund and you are now in Settlement Phase. We provide the remaining $14,719 necessary to make the Installment $26,250.~~

•WeThe ~~continue~~GLWB toParticipant ~~pay~~withdraws ~~Installments~~the of$11,531, which depletes the Covered Fund and the GLWB Participant is now in Settlement Phase. We provide the remaining $2614,~~250~~719 ~~each~~necessary ~~year~~to ~~for~~make ~~your life~~the Installment $26,250.

•We continue to pay Installments of $26,250 each year for the GLWB Participant’s life.

Illustration:

GUARANTEE BENEFIT FEE

After ~~you~~the ~~purchase~~GLWB ~~your~~Participant ~~Certificate~~purchases the GLWB, ~~you~~the ~~are~~GLWB Participant is required to pay the Guarantee Benefit Fee. The Guarantee Benefit Fee is set forth in ~~your~~the ~~Certificate~~Contract, and is based on the dollar amount of ~~your~~the GLWB Participant’s Covered Fund Value (which may be the same as, higher than, or lower than, ~~your~~the Benefit Base due to factors that affect ~~your~~the Covered Fund Value between Ratchet Dates, such as Covered Fund performance). The Guarantee Benefit Fee will be deducted monthly as a separate charge from ~~your~~the GLWB Participant’s Covered Fund and will be paid by redeeming the number of fund shares of ~~your~~the GLWB Participant’s Covered Fund equal to the Guarantee Benefit Fee.

Pursuant to the terms of the ~~Certificate~~GLWB, ~~you~~we have agreed to have the Covered Fund’s transfer agent redeem the appropriate number of Covered Fund shares and transmit the corresponding amount of cash to your IRA custodian. The custodian, in turn, will ~~submit this cash to us as payment of the Guarantee Benefit Fee. We will~~ collect the fee from the custodian on a monthly basis in arrears. We reserve the right to change the frequency of the deduction, but will notify ~~you~~the Plan Sponsor and the GLWB Participant in writing at least thirty (30) days prior to the change. Because ~~your~~the Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of ~~your~~the GLWB Participant’s Covered Fund Value that exceeds $5,000,000.

Currently the Guarantee Benefit Fee is 1.20% 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~~the ~~Certificate~~GLWB. We may change the current fee within this minimum and maximum range at any time upon thirty (30) days written notice to ~~you~~the Plan Sponsor and the GLWB Participant. 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 any particular event to occur 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~~the ~~invest~~GLWB Participant invests.

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

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $100,000 / 12 = $100.00

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

Covered Fund Value = $130,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $130,000 / 12 = $130.00

The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the ~~Certificate~~ GLWB (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~~the ~~IRA~~Retirement Plan custodian to submit it to us, the ~~Certificate~~Contract will terminate as of the date that the fee is due.

Will ~~you~~a GLWB Participant pay the same amount (in dollars) for the Withdrawal Guarantee every month?

Example 1: Declining Covered Fund Value results in declining Guarantee Benefit Fee

Date: 1/31

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $100,000 / 12 = $100.00

Date: 2/28

Covered Fund Value = $90,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $90,000 / 12 = $90.00

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

Example 2: Increasing Covered Fund Value results in increasing Guarantee Benefit Fee

Date: 1/31

Covered Fund Value = $100,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $100,000 / 12 = $100.00

Date: 2/28

Covered Fund Value = $120,000

Benefit Base = $125,000

Guarantee Benefit Fee = 1.20% x Covered Fund Value / 12

Guarantee Benefit Fee = 1.20% x $120,000 / 12 = $120.00

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

2022

~~IRA~~RETIREMENT PLAN, ADVISORY, CUSTODIAN AND COVERED FUND FEES AND CHARGES

In addition to the Guarantee Benefit Fee, we will deduct other fees not associated with ~~Group~~the Contract or ~~your~~the ~~Certificate~~GLWB (such as ~~IRA~~Retirement Plan, advisory, custodian orand Covered Fund fees and charges) from ~~your~~the GLWB Participant Covered ~~FundValue~~Fund Value and other ~~IRA~~ investment options (as well as from ~~your~~the GLWB ~~Elector~~Participant Covered ~~FundValues~~Fund Values and other ~~IRA~~ investment options) on a pro-rata basis by redeeming shares of such funds. These fees will be deducted daily, monthly, or quarterly, and may vary by GLWB Participants and Retirement Plan. Deduction of these fees will reduce ~~your~~the Covered Fund Value dollar-for- dollar but will not affect ~~your~~the Benefit Base.

DIVORCE PROVISIONS UNDER THE ~~CERTIFICATE~~CONTRACT

In the event of a divorce whose decree affects athe ~~Certificate~~GLWB, we will require written notice of the divorce in a manner acceptable to us and a copy of the applicable Qualified Domestic Relations Order (“QDRO”). A QDRO is a domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to receive all or a portion of the benefits payable with respect to a GLWB ~~Elector~~Participant. A QDRO may also assign an Alternate Payee the right to receive these benefits.

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

During the Accumulation Phase

~~Great-West~~Empower will make payments to the Alternate Payee and/or establish an Account on behalf of ~~the~~ the Alternate Payee named in a QDRO approved during the Accumulation Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

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

(i)

maintaining the current proportionate Benefit Base of the previous GLWB ~~Elector~~Participant; or

(ii)

establishing a new Benefit Base based on the current Covered Fund Value on the ~~date~~ date his or her Account is established and he or she will continue as a GLWB ~~Elector~~Participant.

If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base and the Covered Fund Value will be divided between the GLWB ~~Elector~~Participant and the Alternate Payee. The Covered Fund Value will be divided pursuant to the terms of the QDRO. The Benefit Base will be divided in the same proportion as the Covered Fund Value.

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. Any election made by an Alternate Payee described in this section is irrevocable.

During the GAW Phase

~~Great-West~~Empower will make payment to the Alternate Payee and/or establish an Account on behalf of ~~the~~ the Alternate Payee named in a QDRO approved during the GAW Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If there is a Sole Covered Person

Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB ~~Elector~~Participant may continue to receive the proportional GAWs after the accounts are split. If the Alternate Payee is the GLWB ~~Elector~~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 ~~Elector~~Participant.

2123

If there are two Covered Persons

If the Alternate Payee is the GLWB ~~Elector~~Participant’s spouse, he or she may elect to receive ~~his~~ his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the joint Covered Persons GAW%, described in the “GAW Phase – Calculation of Installment,” after the accounts are split. A new Ratchet Date will be established for the Alternate Payee on the date the Accounts are split. Within thirty (30) days of each person’s Ratchet Date, the GLWB ~~Elector~~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 Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.

During the Settlement Phase

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

EFFECT OF ANNUITIZATION

If ~~you~~the ~~elect~~Code toand ~~annuitize,~~the ifRetirement ~~permitted~~Plan bypermit and the ~~IRA~~GLWB Participant elects to annuitize, prior to the Initial Installment Date, the ~~Certificate~~GLWB will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not be refunded. If, based upon information provided by the ~~Certificate~~Contract Owner, the GLWB ~~Elector~~Participant is entitled to a Distribution under the applicable terms and provisions of the ~~IRA~~Retirement Plan and the Code ~~sections governing the IRA~~, all or a portion of anthe Account may be applied to an annuity payment option selected by the GLWB ~~Elector~~Participant, so long as the requirements of the Code and the Retirement Plan are met. Thereafter, the ~~Certificate~~GLWB 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 ~~Elector~~Participant, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the ~~Certificate~~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~~Empower may make the payments in the most frequent interval that produces a payment of at least $50. There is no maximum age limitation at which time annuitization may be elected under the Certificate, and annuitization is not required.

~~Great-West~~Empower 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 and select the frequency of payments. 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~~Participant.

To the extent available under the ~~IRA~~Code and the Retirement Plan, 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 ~~IRA~~Retirement Plan, if acceptable to ~~Great-West~~Empower.

22The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuity option is elected, Empower 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.

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.24

Annuity payment frequency must be selected from the following:

•Monthly

•Quarterly

•Semi-annually

•Annually.

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

It is generally not beneficial to ~~you to~~ annuitize this Certificate. The Certificate was designed specifically to provide the GLWB, and the ~~you~~GLWB Participant will have paid a non-refundable fee for such benefit. In addition, the annuity payment amount might be less than the GLWB payout would provide.

TERMINATION OF THE ~~GROUP~~ CONTRACT

Either ~~Great-West~~Empower or the ~~Group~~Plan ~~Contract~~Sponsor ~~Owner~~ may terminate the ~~Group~~ Contract with advance written notice to the other party. The ~~Group~~ Contract termination date shall be the seventy-fifth (75th) 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~~Empower and the ~~Group~~Plan ~~Contract~~Sponsor ~~Owner~~ may agree to an alternate ~~Group~~ Contract termination date.

If the ~~Group~~Plan ~~Contract~~Sponsor ~~Owner or Great-West~~ Terminates the ~~Group~~ Contract

IfUnder the ~~Group~~terms of the Contract, ~~Owner~~the orPlan ~~Great-West~~Sponsor ~~terminates~~may terminate the ~~Group~~ Contract. In this event, all ~~such~~benefits, ~~termination~~rights, ~~will~~and ~~not~~privileges ~~adversely~~provided ~~affect~~by the ~~Certificate~~Contract ~~Owner’s~~shall ~~rights~~terminate. ~~under~~We will not refund the ~~Group~~Guarantee Benefit Fee upon termination of the Contract,. ~~except~~If ~~that~~the Plan ~~additional~~Sponsor ~~Certificate~~terminates ~~Contributions~~the Contract, the Plan Sponsor may not beapply ~~invested~~for ina ~~the~~new ~~Covered~~contract ~~Fund~~until ninety (s90) ~~other~~calendar ~~than~~days ~~reinvested~~after ~~dividends~~the ~~and~~date ~~capital~~of ~~gains~~the most recent Contract termination. ~~You~~In ~~will~~the ~~still~~event beof ~~obligated~~termination, the GLWB Participant may choose to ~~pay~~utilize the ~~Guarantee~~Covered ~~Benefit~~Fund ~~Fee.~~Value in the following ways:

If the GLWB Participant is eligible to receive Distributions under the Retirement Plan:

(a)

the GLWB Participant may elect a direct rollover of the Covered Fund Value to an IRA that offers an Empower approved GLWB feature, if available. In this situation, the Benefit Base and GAW, if applicable, will be retained as of the date of Distribution from the Covered Fund(s) and will apply to the new GLWB feature.

(b)

the GLWB Participant may choose to transfer the Covered Fund Value to any investment vehicle that does not offer a GLWB feature or to an investment vehicle that offers a GLWB feature, but does not permit the GLWB Participant to apply the Benefit Base and GAW to such feature. In this situation, the Benefit Base and GAW, if applicable, will be reduced to zero as of the date of the Distribution from the Covered Fund(s).

If the GLWB Participant does not elect or is not eligible to receive a Distribution:

The Covered Fund Value will be liquidated and invested pursuant to the terms of the Retirement Plan. This liquidation will cause the Benefit Base and the Covered Fund Value to be reduced to zero and any and all other benefits provided under the Contract and GLWB shall terminate on the Contract termination date.

Generally, effective January 1, 2020, if the Plan Sponsor eliminates a lifetime income investment from the Retirement Plan, GLWB Participants may be eligible to receive a Distribution 90 days prior to the date such lifetime income investment is no longer available. Please consult with your Plan Sponsor and/or qualified tax advisor.

For GLWB Participants that have reached the Settlement Phase on or before the date of the termination of the Contract, Installments will continue for as long as the GLWB Participant shall live.

If Empower Terminates the Contract

If Empower terminates the Contract, such termination will not adversely affect the GLWB Participant’s rights under the Contract, except that additional Contributions may not be invested in the Covered Fund(s) other than reinvested dividends and capital gains. The GLWB Participant will still be obligated to pay the Guarantee Benefit Fee.

Other Termination

~~Your~~In ~~rights~~addition, ~~under~~if the ~~Group~~Plan ~~Contract~~Sponsor ~~and~~terminates the ~~Certificate~~Retirement ~~will~~Plan ~~automatically~~or ~~terminate~~moves ~~if: (i) your Financial Services Provider discontinues~~ the ~~use~~Retirement ofPlan ~~the Covered Fund and~~ to a ~~rollover~~provider orthat ~~transfer~~does is not ~~applicable;~~offer ~~(ii) Great-West is unable to collect~~ the ~~Guarantee Benefit Fee; or (iii) Great-West cannot effectively administer the~~ Contract., If the Contract iswill ~~automatically~~terminate. ~~terminated,~~We we will not refund the Guarantee Benefit Fee upon termination of the Contract.

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

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

TERMINATION OF THE CERTIFICATE

The Certificate will terminate upon the earliest of:

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

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

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

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

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

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 the 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.

MISCELLANEOUS PROVISIONS

Periodic Communications to ~~Certificate~~GLWB ~~Owners~~Participants

Account statements will be provided to ~~you~~GLWB Participants periodically by ~~your~~the ~~IRA~~Plan ~~custodian~~Sponsor, or its designated third party.

Amendments to the ~~Group~~ Contract ~~and Certificate~~

The Contract and Certificate may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Amendments (if any) to accommodate design changes will be applicable only with respect to purchasers of new ~~Certificates~~Contracts, unless the Company reasonably determines the change would be favorable for all existing ~~Certificate~~Contract Owners, in which case the Company will notify the ~~Group~~ Contract Owner and the GLWB ~~Electors~~ Participants. 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~~Plan ~~Owner~~Sponsor in the ~~Certificate~~Contract may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated. The interests of the GLWB Participant in the GLWB may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated.

Cancellation

~~Once~~The ~~you~~GLWB ~~purchase~~Participant ~~the Certificate, you~~ can cancel ~~your~~GLWB ~~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 occurs as a result of a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of a new replacement Covered Fund are purchased on the same day),) then ~~your~~the ~~Certificate~~GLWB will not be ~~canceled~~cancelled even if the Benefit Base of the Covered Fund is reduced to zero.

There is no free look provision if ~~you~~a ~~purchase~~Retirement aPlan ~~Certificate~~participant purchases the GLWB. (See “Return Privilege,” later in this ~~Prospectus~~prospectus.)

Misstatements

We may require adequate proof of the age and death of the Annuitant, GLWB ~~Elector~~Participant or Covered Person(s) before processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB ~~Elector~~Participant 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~~Empower, including ~~increasing~~ increasing or decreasing future payments, in accordance with applicable law.

FINANCIAL CONDITION OF THE COMPANY

Like many businesses, insurance companies are facing challenges due to COVID-19. We know it is important for you to understand how these or similar events may affect our ability to meet guarantees that may be provided under ~~your~~the ~~Certificate~~Contract. The ~~Certificate~~Contract 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~~Contracts. 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~~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 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.

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.

Additional information regarding the Company, its business, senior management, and financial condition, is presented below in “Additional Information Regarding the Company.” We encourage both existing and prospective Contract Owners and GLWB Participants to read and understand our audited financial statements, which are included in this prospectus in “Appendix A – Company Financial Statements and Other Financial Information.” We prepare our audited financial statements on a statutory basis pursuant to laws and regulations promulgated by the Colorado Division of Insurance (this method of accounting is referred to herein as “Statutory” accounting). You may obtain a free copy of our financial statements for the most recent fiscal year by calling (800) 537-2033 or writing to the Administrative Office. In addition, our financial statements filed with this prospectus are available on the SEC’s website at www.sec.govand on our website at www.~~greatwest~~empower.com.

~~You~~There is also ~~will~~information ~~find~~available 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~~CONTRACT AND GLWB

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~~GLWB ~~Owner~~Participant. In general, this discussion does not address the tax treatment of transactions involving investment assets held in your ~~IRA~~Account except insofar as they may be affected by the holding of a ~~Certificate~~GLWB. Further, it does not address the consequences, if any, of holding a ~~Certificate~~GLWB 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~~Prospective Contract Owners and GLWB Participants should consult ~~your~~their own tax ~~advisor~~advisors regarding the potential tax implications of purchasing a ~~Certificate~~Contract or GLWB in light of ~~your~~their particular circumstances. The ~~Certificate~~ GLWB should not be purchased for the purpose of additional tax deferral.

In General

The ~~Certificate~~Contract is a novel and innovative instrument and, to date, its proper characterization and consequences for federal income tax purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We can give no assurances that the Internal Revenue Service (“IRS”) will agree with our interpretations regarding the proper tax treatment of a ~~Certificate~~Contract or GLWB or the effect (if any) of the purchase of a ~~Certificate~~ Contract or GLWB on the tax treatment of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. You should consult a tax advisor before purchasing a ~~Certificate~~Contract or GLWB.

~~IRAs~~The following discussion generally applies to Contracts and GLWBs treated as annuity contracts maintained as part of a plan qualified under Section 403(b) of the Code.

ASection ~~Certificate may be used only with traditional IRAs and Roth IRAs~~ 403(~~collectively, “IRAs”~~b). 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.Contracts

~~The~~Section ~~tax~~403(b) ~~rules~~of ~~applicable~~the toCode ~~Certificates~~allow ~~vary~~employees ~~according~~of tocertain ~~the~~Section ~~type~~501(c)(3) oforganizations ~~IRA~~ and public ~~the~~schools ~~terms~~to ~~and~~exclude ~~conditions~~from oftheir ~~the~~gross ~~IRA.~~income ~~Adverse~~the ~~tax~~premium ~~consequences~~payments ~~may~~made, ~~result~~within ifcertain ~~you~~limits, doon ~~not~~a ~~ensure~~contract that ~~contributions,~~will ~~distributions~~provide ~~and~~an ~~other~~annuity ~~transactions~~for ~~with~~the ~~respect~~employee’s retirement. toThese ~~the~~premium ~~Certificate~~payments ~~comply~~may ~~with~~be ~~the~~subject ~~law.~~to NoFICA ~~attempt~~(social issecurity) ~~made~~tax. ~~here~~Distributions toof ~~provide~~(1) ~~more~~salary ~~than~~reduction ~~general~~contributions ~~information~~made ~~about~~in ~~the~~years ~~use~~beginning ofafter ~~the~~December ~~Certificate~~31, ~~with~~1988; ~~the~~(2) ~~IRA.~~earnings ~~Owners~~on ofthose ~~IRAs,~~contributions; asand ~~well~~(3) asearnings ~~beneficiaries,~~on ~~are~~amounts ~~cautioned~~held ~~that~~as of the ~~rights~~last ofyear ~~any~~beginning ~~person~~before toJanuary ~~any~~1, ~~benefits~~1989, ~~under~~are ~~such~~not ~~IRA~~allowed ~~may~~prior beto ~~subject~~age to59 1∕2, ~~the~~severance ~~terms~~from ~~and~~employment, ~~conditions~~death ofor ~~the~~disability. ~~IRA~~Salary ~~itself~~reduction orcontributions ~~limited~~may byalso ~~applicable~~be ~~law,~~distributed ~~regardless~~upon ofhardship, ~~the~~but ~~terms~~would ~~and~~generally ~~conditions~~be ofsubject ~~the~~to ~~Certificate~~penalties.

A ~~Certificate~~GLWB is available only with respect to the ~~IRA~~Account for which the Contract and Certificate isare purchased.

•A ~~Certificate~~GLWB is intended for purchase only by ~~the~~an ~~trustee~~employee participating orin ~~custodian~~a ofSection an403(b) ~~IRA~~Retirement Plan.

•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 an eligible 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 72 (if the individual was born on or after July 1, 1949) or 70 1∕2 (if the individual was born before July 1, 1949). 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.

SECURE Act. On December 20, 2019, the President signed into law the Setting Every Community Up for Retirement Enhancement Act of 2019 (the “SECURE Act”). The SECURE Act makes significant changes to laws governing individual retirement accounts and individual retirement annuities. The effective date for many of the provisions of the new law is January 1, 2020.

Increase in RMD Age. For individuals who attain age 70 1∕2 after 2019 (i.e., were born on or after July 1, 1949), the age at which you must begin taking Required Minimum Distributions has increased to 72. This change does not apply to individuals who attained age 70 1∕2 before January 1, 2020 (i.e., were born on or before June 30, 1949).

Changes to Timing of Death Benefit Distributions. Prior to the SECURE Act, beneficiaries of an annuity that was part of a IRA could elect to have the annuity’s death benefit distributed over the beneficiary’s life expectancy. Under the new rule, except for eligible designated beneficiaries (“EDBs”), the beneficiary must receive the entire death benefit within 10 years of the annuity owner’s death. EDBs may still elect to take distributions over their life expectancy or over a period not extending beyond their life expectancy, but the 10-year requirement applies when they die. EDBs include: (1) the owner‘s surviving spouse, (2) the owner’s minor child (until they reach the age of majority), (3) a disabled person, (4) a chronically ill person, or (5) an individual who is not more than 10 years younger than the owner. A beneficiary’s status as an EDB is determined on the date of the owner’s death.

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.

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

The Certificate provides that upon your death, a surviving Spouse may have certain continuation rights that he or she may elect to exercise for the Certificate’s death benefit and any joint-life coverage under the GLWB. All Certificate provisions relating to spousal continuation are available only to a person recognized as a spouse under federal law. The term, Spouse, does not include a party to a registered domestic partnership, civil union, or similar formal relationship recognized under state law that is not denominated a marriage under that state’s law. Consult a tax adviser for more information on this subject.

~~treaty~~•We ~~rate~~are ~~applies.~~not Inresponsible ~~addition,~~for ~~such~~determining ~~purchasers~~whether ~~may~~a beGLWB ~~subject~~complies with tothe ~~state~~terms and/ conditions of, or ~~municipal~~applicable ~~taxes~~law ~~and~~governing, ~~taxes~~ the Retirement Plan. You are responsible for making that ~~may~~determination. beSimilarly, ~~imposed~~unless byotherwise ~~the~~agreed, we ~~purchaser’s~~are ~~country~~not ofresponsible ~~citizenship~~for administering any applicable tax or ~~residence~~other legal requirements applicable to the Retirement Plan. ~~Prospective~~The ~~purchasers~~Plan ~~are~~Sponsor, ~~advised~~the toGLWB ~~consult~~Participant ~~with~~or a ~~qualified~~service ~~tax~~provider ~~adviser~~for ~~regarding~~the ~~U.S.~~Retirement Plan is responsible for determining that distributions, ~~state~~beneficiary designations, investment restrictions, charges and ~~foreign~~other ~~taxation~~transactions under a GLWB are consistent with ~~respect~~the toterms anand ~~annuity~~conditions ~~contract~~of ~~purchase~~the Retirement Plan and applicable law.

~~Seek~~•Among ~~Tax~~other ~~Advice.~~things, ~~The~~if ~~above~~the ~~description~~Retirement ofPlan ~~federal~~is ~~income~~subject ~~tax~~to the ~~consequences~~Employee ofRetirement ~~the~~Income ~~different~~Security ~~types~~Act of ~~IRAs~~1974, ~~which~~as ~~may~~amended be(“ERISA”), ~~funded~~you byshould aconsider ~~Certificate~~how ~~offered~~the byGLWB ~~this~~will ~~prospectus~~be istreated ~~only~~under athe ~~brief~~ERISA ~~summary~~qualified ~~meant~~joint toand survivor ~~alert~~annuity ~~you~~and toqualified ~~the~~pre-retirement ~~issues~~survivor ~~and is~~annuity ~~not~~rules ~~intended~~and, asif ~~tax~~applicable, ~~advice.~~make ~~Anything~~provision ~~less~~for ~~than~~complying ~~full compliance~~ with ~~the~~those ~~applicable~~ rules, ~~all~~in ofthe ~~which~~governing ~~are~~documents ~~subject~~and toprocedures ~~change,~~of ~~may~~the ~~have~~Retirement ~~adverse tax consequences~~Plan. ~~Any~~Guidance ~~person~~published ~~considering~~by the ~~purchase~~Internal ofRevenue aService ~~Certificate~~on inFebruary ~~connection~~21, ~~with~~2012, anmay ~~IRA~~suggest ~~should~~that ~~first~~the ~~consult~~GLWB awill ~~qualified~~be ~~tax~~treated ~~advisor,~~as ~~with~~an ~~regard~~annuity tofor ~~the~~purposes ~~suitability~~ of athose ~~Certificate for the IRA~~rules.

~~SALES~~•If OFthe ~~THE~~GLWB ~~CERTIFICATES~~Participant’s spouse is a joint Covered Person, that spouse must be the GLWB Participant’s sole beneficiary under the Retirement Plan.

We•The ~~have~~GLWB ~~entered~~Participant’s ~~into~~Account anis ~~underwriting~~subject ~~agreement~~to ~~with~~required minimum ~~GWFS~~distribution ~~Equities~~rules. ~~for~~Withdrawals during the GAW Phase from the Covered Fund Value taken to meet required minimum distribution requirements, in the proportion of the GLWB Participant’s Covered Fund Value to the overall Account balance (and ~~sale~~not taking into account any other retirement balances of the ~~Certificates.~~GLWB ~~Pursuant~~Participant), will be deemed to ~~this~~be ~~agreement,~~within ~~GWFS~~the ~~Equities~~contract ~~serves~~limits for the GLWB and will not be treated as ~~principal~~Excess ~~underwriter~~Withdrawals. ~~for~~The required minimum distribution shall not exceed the ~~Certificates,~~required ~~offering~~minimum ~~them~~distribution amount calculated under the Code and regulations issued thereunder as in effect on the Election Date. In the event of a ~~continuous~~dispute ~~basis~~about the required minimum distribution amount, our determination will govern. In some circumstances, compliance with the minimum distribution rules may affect the amount and timing of Installments pursuant to the GLWB.

~~GWFS~~•We ~~Equities~~generally isare ~~located~~required atto ~~8515~~confirm, ~~East~~with ~~Orchard~~the ~~Road,~~Plan ~~Greenwood~~Sponsor ~~Village~~or otherwise, COthat ~~80111~~surrenders or transfers requested by GLWB Participants comply with applicable tax requirements and to decline requests that are not in compliance. ~~GWFS~~We ~~Equities~~ will ~~use~~defer ~~its~~such ~~best~~payments ~~efforts~~requested toby ~~sell~~GLWB Participants until all information required under the ~~Certificates~~tax law has been received. By requesting a surrender or transfer, ~~but~~a isGLWB ~~not~~Participant ~~required~~consents to ~~sell~~the sharing of confidential information about the GLWB Participant, the Contract and Certificate, and transactions under the Contract, the GLWB and any ~~specific~~other ~~number~~403(b) contracts or ~~dollar~~accounts ~~amount~~the ofGLWB ~~Certificates~~Participant has under the Retirement Plan among us, the employer or Plan Sponsor, any Plan administrator or recordkeeper, and other product providers.

~~GWFS~~•The ~~Equities~~Retirement ~~was~~Plan ~~organized~~can asbe aterminated, ~~corporation~~or ~~under~~ the ~~laws~~availability of ~~the State of Delaware in 1984~~ ~~and is an affiliate of ours. GWFS Equities is registered as a broker-dealer with~~ the ~~SEC~~GLWB under the ~~Securities~~Retirement ~~Exchange~~Plan ~~Act~~otherwise ofdiscontinued ~~1934,~~by aspersons ~~well~~other asthan ~~with~~ the ~~securities~~GLWB ~~administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”)~~Participant.

~~GWFS~~Numerous ~~Equities~~changes ~~offers~~have ~~the~~been ~~Certificates~~made ~~through~~to ~~its registered representatives who are registered with FINRA and with~~ the ~~states~~income intax ~~which~~rules ~~they~~governing doSection ~~business.~~403(b) ~~More~~contracts ~~information about GWFS Equities and its registered representatives is available at www.finra.org~~as ora byresult ~~calling~~of ~~800-289-9999.~~legislation ~~You~~enacted ~~can~~during ~~also~~the ~~obtain~~past anseveral ~~investor~~years, ~~brochure~~including ~~from~~rules ~~FINRA describing its Public Disclosure Program. Registered representatives~~ with ~~GWFS~~respect ~~Equities~~to: ~~are~~maximum ~~also~~contributions, ~~licensed~~required asdistributions, ~~insurance~~penalty ~~agents~~taxes inon ~~the~~early ~~states~~or ininsufficient ~~which~~distributions, ~~they do business~~ and ~~are~~income ~~appointed~~tax ~~with~~withholding uson distributions.

~~GWFS~~In ~~Equities~~the ~~may~~case ~~also~~of ~~enter~~distributions ~~into~~from ~~selling~~a ~~agreements~~Section ~~with~~403(b) ~~unaffiliated~~contract, ~~broker-dealers~~including payments to ~~sell~~a GLWB Participant from a GLWB, a ratable portion of the ~~Certificates.~~amount ~~The~~received ~~registered~~is ~~representatives~~taxable, generally based on the ratio of ~~these~~the ~~selling~~GLWB ~~firms~~Participant’s ~~are~~cost ~~registered~~basis ~~with~~(if ~~FINRA~~any) ~~and~~to ~~with~~the GLWB Participant’s total accrued benefit under the ~~states~~Retirement Plan. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from Section 403(b) contract. To the extent amounts are not includable in ~~which~~gross income because they dohave ~~business~~been properly rolled over to an IRA or to another eligible qualified plan, ~~are~~no ~~licensed~~tax aspenalty ~~insurance~~will ~~agents~~be inimposed. The tax penalty also will not apply to: (a) distributions made on or after the ~~states~~date inon which ~~they~~the doGLWB ~~business,~~Participant ~~and~~reaches age 59 1∕2; (b) distributions following the GLWB Participant’s death or disability (for this purpose disability is as defined in Section 72(m)(7) of the Code); (c) distributions that are ~~appointed~~part ~~with~~of substantially usequal periodic payments made not less frequently than annually for the GLWB Participant’s life (or life expectancy) or the joint lives (or joint life expectancies) of the GLWB Participant and an eligible designated beneficiary; and (d) certain other distributions specified in the Code.

WeGenerally, dodistributions ~~not~~from ~~pay~~a ~~commissions~~Section to403(b) ~~GWFS~~contract ~~Equities~~must orcommence tono ~~the~~later ~~unaffiliated~~than ~~broker-dealers~~April in1 ~~connection with~~ of the ~~sale~~calendar oryear ~~solicitation~~following of the ~~Certificates.~~year ~~However, we may provide non-cash compensation~~ in which the ~~form~~individual ofattains ~~training~~age ~~and~~72 ~~education~~(if ~~programs to registered representatives of GWFS Equities who sell~~ the ~~Certificates~~individual aswas ~~well~~born ason ~~registered~~or ~~representatives~~after ofJuly ~~unaffiliated~~1, ~~broker-dealers.~~1949) ~~Registered~~or ~~representatives~~70 1∕2 of(if ~~GWFS~~the ~~Equities~~individual ~~also~~was ~~sell~~born ~~other~~before ~~insurance~~July ~~products~~1, ~~that~~1949) weor, ~~offer~~if ~~and~~later, ~~may~~retires ~~receive~~from ~~certain~~employment ~~non-cash~~with ~~items,~~the ~~such~~Section as403(b) ~~conferences,~~plan ~~trips,~~sponsor. ~~prizes~~Required ~~and~~distributions ~~awards~~must ~~under~~be ~~non-cash~~over ~~incentive~~a ~~compensation~~period ~~programs~~not ~~pertaining~~exceeding tothe ~~those~~life ~~products.~~expectancy ~~None~~ of the ~~items~~individual ~~are~~or ~~directly attributable to~~ the ~~sale~~joint lives or ~~solicitation~~life expectancies of the ~~Certificates.~~individual ~~Such~~and ~~compensation~~his ~~will~~or ~~not~~her bedesignated ~~conditioned~~beneficiary. ~~upon~~Distribution ~~achievement~~requirements ofalso aapply ~~sales~~to ~~target.~~Section ~~Finally,~~403(b) wecontracts ~~and~~upon ~~GWFS~~the ~~Equities~~death ~~may~~of ~~provide~~the ~~small~~individual. ~~gifts~~If ~~and~~the ~~occasional~~required ~~entertainment~~minimum todistributions ~~registered~~are ~~representatives~~not ~~with~~made, ~~GWFS~~a ~~Equities~~50% orpenalty ~~other~~tax ~~selling~~is ~~firms~~imposed inas ~~circumstances~~to inthe ~~which~~amount ~~such items are~~ not ~~preconditioned on achievement of sales targets~~distributed.

AtSECURE ~~times,~~Act. ~~GWFS~~On ~~Equities~~December ~~may make other cash and non-cash payments to selling firms for expenses relating to the recruitment and training of personnel~~20, ~~periodic sales meetings~~2019, the ~~production~~President ofsigned ~~promotional~~into ~~sales~~law ~~literature and similar expenses. These expenses may also relate to~~ the ~~synchronization~~Setting ofEvery ~~technology~~Community ~~between~~Up ~~the Company, GWFS Equities, and the selling firm in order to coordinate data~~ for ~~the~~Retirement Enhancement ~~sale~~Act ~~and maintenance~~ of ~~the~~2019 ~~Certificates. The amount of other cash and non-cash compensation paid by GWFS Equities or its affiliated companies ranges significantly among~~ (the ~~selling~~“SECURE ~~firms~~Act”). 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~~SECURE ~~Benefit~~Act ~~Fee~~makes ~~does~~significant ~~not~~changes ~~vary because of such payments~~ to ~~such~~laws ~~selling~~governing ~~firms.~~individual

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~~retirement accounts ~~INFORMATION~~and ~~REGARDING~~individual ~~THE~~retirement annuities and defined contribution retirement plans, such as 401(k), 403(b) and 457(b) plans. The effective date for many of the ~~CERTIFICATE~~provisions of the new law is January 1, 2020.

Changes to Timing of Death Benefit Distributions. Prior to the SECURE Act, beneficiaries of an annuity that was part of a defined contribution plan could elect to have the annuity’s death benefit distributed over the beneficiary’s life expectancy. Under the new rule, except for eligible designated beneficiaries (“EDBs”), the beneficiary must receive the entire death benefit within 10 years of the annuity owner’s death. EDBs may still elect to take distributions over their life expectancy or over a period not extending beyond their life expectancy, but the 10-year requirement applies when they die. EDBs include: (1) the owner‘s surviving spouse, (2) the owner’s minor child (until they reach the age of majority), (3) a disabled person, (4) a chronically ill person, or (5) an individual who is not more than 10 years younger than the owner. A beneficiary’s status as an EDB is determined on the date of the owner’s death.

SECURE 2.0 Act of 2022. The SECURE 2.00 Act of 2022 provided additional enhancements. After December 29, 2022, the following provisions apply:

•for governmental 457(b) plans, if the plan is so amended, employees are permitted to self-certify that they had an event that constitutes a hardship or an unforeseeable emergency for purposes of taking a hardship withdrawal.

•a distribution made to an investor who has been certified to be terminally ill (expected to die within 84 months) shall be exempt from the 10% early withdrawal penalty.

•allows defined contribution plans the option to provide participants to receive employer-matching contributions on a Roth basis.

•removes the required minimum distribution barriers for life annuities.

•increases the age for required minimum distributions: 73 for persons attaining age 72 after December 31, 2022 and age 75 before January 1, 2033; and 75 for persons attaining age 74 after December 31, 2032.

New Distributable Event. Prior to the SECURE Act, if a plan sponsor eliminated a lifetime income investment from the retirement plan, participants could potentially lose their lifetime income benefits because a participant may not have been eligible to take a distribution from their retirement plan and rollover their assets to an IRA with an Empower approved guaranteed lifetime withdrawal benefit. Under the new rule, generally, if the plan sponsor eliminates a lifetime income investment from the retirement plan, participants may be eligible to receive a distribution 90 days prior to the date such lifetime income investment option is no longer available.

Distributions from Section 403(b) contracts 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.

“Eligible rollover distributions” from Section 403(b) contracts and certain other retirement plans are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is any distribution to an employee (or employee’ spouse or former spouse as beneficiary or alternate payee) from such a plan, except certain distributions such as distributions required by the Code, distributions in a specified annuity form, or hardship distributions. The 20% withholding does not apply, however, to nontaxable distributions or if (i) the employee (or employee’s spouse or former spouse as beneficiary or alternate payee) chooses a “direct rollover” from the plan to a tax qualified plan, IRA, Roth IRA or Section 403(b) contract or to a governmental 457 plan that agrees to separately account for rollover contributions; or (ii) non-spouse beneficiary chooses a “direct rollover” from the plan to an IRA established by the direct rollover.

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

Seek Tax Advice. The above description of federal income tax consequences of the Section 403(b) contracts 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.

SALES OF THE CONTRACTS

We have entered into an underwriting agreement with Empower Financial Services for the distribution and sale of the Contracts. Pursuant to this agreement, Empower Financial Services serves as principal underwriter for the Contracts, offering them on a continuous basis.

Empower Financial Services is located at 8515 East Orchard Road, Greenwood Village, CO 80111. Empower Financial Services will use its best efforts to sell the Contracts, but is not required to sell any specific number or dollar amount of Contracts.

Empower Financial Services was organized as a corporation under the laws of the State of Delaware in 1984 and is an affiliate of ours. Empower Financial Services 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”).

Empower Financial Services offers the Contracts through its registered representatives who are registered with FINRA and with the states in which they do business. More information about Empower Financial Services and its registered representatives is available at 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 Empower Financial Services are also licensed as insurance agents in the states in which they do business and are appointed with us.

Empower Financial Services may also enter into selling agreements with unaffiliated broker-dealers to sell the Contracts. 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 Empower Financial Services or to the unaffiliated broker-dealers in connection with the sale or solicitation of the Contracts. However, we may provide non-cash compensation in the form of training and education programs to registered representatives of Empower Financial Services who sell the Contracts as well as registered representatives of unaffiliated broker-dealers. Registered representatives of Empower Financial Services 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 Contracts. Such compensation will not be conditioned upon achievement of a sales target. Finally, we and Empower Financial Services may provide small gifts and occasional entertainment to registered representatives with Empower Financial Services or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

At times, Empower Financial Services 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, Empower Financial Services, and the selling firm in order to coordinate data for the sale and maintenance of the Contracts. The amount of other cash and non-cash compensation paid by Empower Financial Services or its affiliated companies ranges significantly among the selling firms. Empower Financial Services and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Contracts. Any amounts paid by Empower Financial Services to a selling firm or by Empower to a selling firm are derived from the general account assets of Empower 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 Empower Financial Services do not anticipate discontinuing offering the Contracts, we do reserve the right to discontinue offering the Contracts at any time.

ADDITIONAL INFORMATION REGARDING THE CONTRACT

Owner Questions

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

Return Privilege

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

~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America Annuity Administration 8515 East Orchard Road Greenwood Village, CO 80111

If the Contract Owner cancels anthe ~~individual contract~~Contract, the ~~individual~~Contract ~~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~~Contract provision.

LEGAL MATTERS REGARDING THE ~~CERTIFICATE~~CONTRACT

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

Cyber Security Risks

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

We are also exposed to risks related to natural and man-made disasters and catastrophes, such as storms, fires, earthquakes, epidemics and terrorist acts, which could adversely affect our ability to administer the Contracts. Natural and man-made disasters, such as the recent spread of COVID-19, may require a significant contingent of our employees to work from remote locations. During these periods, we could experience decreased productivity, and a significant number of our workforce or certain key personnel may be unable to fulfill their duties. In addition, system outages could impair our ability to operate effectively by preventing the workforce from working remotely and impair our ability to process Contract-related transactions or to calculate Contract values.

effectively by preventing the workforce from working remotely and impair our ability to process Contract-related transactions or to calculate Contract values.

The Company outsources certain critical business functions to third parties and, in the event of a natural or man-made disaster, relies upon the successful implementation and execution of the business continuity planning of such entities. While the Company closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely beyond the Company’s control. If one or more of the third parties to whom the Company outsources such critical business functions experience operational failures, the Company’s ability to administer the Contract could be impaired.

Abandoned Property Requirements

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

ADDITIONAL INFORMATION REGARDING THE COMPANY

~~Corporate~~[To ~~Organization~~be ~~and~~updated ~~Overview~~by amendment]

Great-West Life & Annuity Insurance Company 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 then 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.

The Company is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a Delaware corporation. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. LLC, (“Lifeco U.S.”) a Delaware limited liability company, and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company. Lifeco operates in the United States primarily through the Company and through Putnam Investments, LLC (“Putnam”), a Delaware limited liability company, and in Canada and Europe through The Canada Life Assurance Company (“CLAC”), a Canadian insurance company, and Irish Life Group Limited and their respective subsidiaries. Lifeco is a subsidiary of Power Financial Corporation (“Power Financial”), a Canadian holding company with substantial interests in the financial services industry. Power Corporation of Canada (“Power Corporation”), a Canadian holding and management company, has voting control of Power Financial. The Desmarais Family Residuary Trust, through a group of private holding companies that it controls, has voting control of Power Corporation.

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

Business of the Company

The Company offers investment products and annuities to individuals, businesses, and other private and public organizations throughout the United States. The Company is authorized to engage in the sale of life insurance, accident and health insurance and annuities. It is qualified to do business in all states in the United States, except New York, and in the District of Columbia, Puerto Rico, Guam and the U.S. Virgin Islands.

The Chief Operating Decision Maker (the “CODM”) of the Company is also the Chief Executive Officer (“CEO”) of the Company. The CODM reviews financial information prepared in accordance with International Financial Reporting Standards for the purposes of assessing performance of the Company, its subsidiaries and other U.S. affiliates. The CODM, in his capacity as CEO of the Company, reviews the Company’s financial information prepared in accordance with statutory reporting standards primarily in connection with registration statements that are filed with the Securities and Exchange Commission (“SEC”), such as this Prospectus. For purposes of SEC reporting requirements under a statutory basis of accounting, the Company has chosen to present its financial information in three segments, notwithstanding the above. The three segments are: Empower, Individual Markets and Other. These segments reflect the manner by which the CODM reviews and manages the business on an IFRS basis.

Through its Empower segment (referred to herein as “Empower”), the Company and its subsidiaries provide various retirement plan products and investment options as well as comprehensive administrative and recordkeeping services for financial

institutions and employers, including educational, advisory, enrollment, and communication services for employer-sponsored defined contribution plans and associated defined benefit plans. Empower was formed in 2015 through the merger of the Company’s retirement services businesses, with similar businesses acquired from J.P. Morgan Retirement Plan Services and Putnam Investments, creating the second largest recordkeeping provider in the U.S. Subsequent to the fourth quarter of 2021, on February 1, 2022, the Company announced a fresh brand identity aimed at simplifying how the organization connects with customers. The name “Empower” replaced “Empower Retirement” as the Company’s public-facing brand name.

Through its Individual Markets segment, the Company previously offered various forms of individual life insurance and annuity products. Effective June 1, 2019, the Company completed the sale, via indemnity reinsurance (the “Protective Transaction”), of substantially all of the Individual Markets segment to Protective Life Insurance Company (“Protective”), which has now assumed the economics and risks associated with the reinsured business. The business transferred included bank-owned and corporate- owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. The Company retained a block of life insurance, predominantly participating policies which are now administered by Protective, as well as a closed acquired reinsurance block. Post-transaction, the Company has focused on the Empower segment and its defined contribution retirement plan and asset management businesses.

No customer accounted for 10% or more of the Company’s consolidated revenues during the years 2021, 2020, or 2019. In addition, no segment of the Company’s business is dependent upon a single customer or a few customers, the loss of which would have a significant effect on it or its business segments’ operations. The loss of business from any one, or a few, customers, independent brokers or agents would not have a material adverse effect on the Company or its business segments.

Empower Segment

Through its Empower segment, the Company and its subsidiaries provide various retirement plan products and investment options, as well as comprehensive administrative and recordkeeping services for financial institutions and employers, including educational, advisory, enrollment, and communication services for employer-sponsored defined contribution plans and associated defined benefit plans under Internal Revenue Code Sections 401(a), 401(k), 403(b), 408, and 457. Defined contribution plans provide for benefits based upon the value of contributions to, and investment returns on, an individual’s account.

The Company offer a variety of insurance-based investment products, such as variable annuity products and guaranteed interest rate investment products, that are designed to meet the specific needs of the customer. In addition, the Company offers both customized annuity and non-annuity products.

Variable annuity products - The Company’s variable annuity product offerings serve as funding vehicles for retirement plans and individual retirement accounts and provide the option for clients to annuitize assets. Additionally, some variable annuity offerings provide GLWBs, which guarantees that the client is able to take contractually specified withdrawals from their assets that will continue for life regardless of market performance or longevity. Depending on the product, the Company may earn fees from the separate account for GLWB risks, mortality and expense risks pertaining to the variable annuity contract, and/or for providing administrative services. For variable annuity assets invested in mutual funds, the Company may be reimbursed by the mutual funds for marketing, sales, and service costs under various revenue sharing agreements.

Guaranteed interest rate investment products – The Company offers guaranteed interest rate investment products, including the Certificate described in this Prospectus, that provide guaranteed minimum lifetime income to the covered individual under certain specified conditions. On these guaranteed interest rate investment products, the Company earns investment margins on the difference between the income earned on investments in its general account and the interest credited to the participant’s account balance. The Company’s general account assets support the guaranteed investment products. The Company also manages fixed interest rate products known as stable value funds that may be structured as separate accounts, pooled collective trusts, and custom collective trusts for which it is paid a management fee that is earned by the Company either directly or through its wholly-owned subsidiaries Great-West Capital Management, LLC (“Great-West Capital Management”) or Great-West Trust Company, LLC (“Great-West Trust Company”).

In addition, through the Company’s wholly-owned subsidiaries Empower offers a variety of non-insurance retirement products and services including defined contribution retirement plans, associated record-keeping and administrative services, asset management services, individual retirement accounts (“IRA”), mutual funds and collective investment trusts. Revenues and expenses generated from these products are represented in changes in value of investment in subsidiaries, as discussed further in the attached audited statutory financial statements.

Retirement Plan Services - Through the Company’s wholly-owned subsidiary Empower Retirement, LLC (“Empower Retirement”), Empower provides defined contribution retirement plans to public, private and non-profit employers and associated administrative services and partners with other large financial institutions to provide third-party recordkeeping and administration services Empower receives asset-based and/or participant-based fees for providing third-party administrative and recordkeeping services to financial institutions and employer-sponsored retirement plans.

Empower’s marketing focus is directed toward providing investment management, advisory services, and recordkeeping services under Internal Revenue Code Sections 401(a), 401(k), 403(b), 408, and 457 to private corporations, state and local governments, hospitals, non-profit organizations, and public school districts. Empower had assets under administration (“AUA”) of $1.1 trillion at December 31, 2021, up from $958 billion at December 31, 2020. Empower participant accounts have grown to 13.0 million at December 31, 2021, up from 11.9 million at December 31, 2020. The increases in AUA and participants since December 31, 2020 were primarily driven by strong equity markets and large plan sales, including one sale with approximately 316,000 participants and $49 billion in AUA in the first quarter of 2021.

Asset Management Services – Through the Company’s wholly-owned, registered investment advisor subsidiaries, Personal Capital Advisors Corporation (“PCAP”), Great-West Capital Management, and Advised Assets Group, LLC (“Advised Assets Group”), the Company provides investment management and advisory services to institutions, plan sponsors and individuals.

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

Mutual funds and collective trusts – Empower earns administration fees under various revenue sharing agreements from mutual funds and collective trusts for marketing, sales, and service costs incurred while providing services to individuals and institutional clients on behalf of the funds. On proprietary collective trusts, Empower earns an asset-based management fee through Great-West Trust Company.

Individual Markets Segment

Prior to completion of the Protective Transaction, the Company’s Individual Markets segment distributed life insurance, annuity, and retirement products to both individuals and businesses through various distribution channels. Life insurance products in-force include participating and non-participating term life, whole life, universal life, and variable universal life. Following the close of the Protective Transaction, the Company wound down the Individual Markets segment and ceased distributing individual life insurance and annuity products. The Company retains a block of in-force life insurance and annuities, predominantly participating policies which are now administered by Protective, as well as a closed reinsurance acquired block. In addition, the Company continues to produce and sell group annuities and insurance products that are distributed through the Empower segment.

Future Policy Benefit Liabilities and Life Insurance In-Force

The amount of fixed annuity products in-force is measured by future policy benefits. The following table shows group and individual annuity policy benefits supported by the Company’s general account net of ceded reinsurance, as well as the annuity balances in Empower and Individual Markets separate accounts for the years indicated:

	(In millions)
Year Ended December 31,	General Account Annuity Benefits Liabilities	Empower Retirement Annuity Separate Accounts	Individual Markets Annuity Separate Accounts
2021	$27,242	$14,634	$4,331
2020	$29,363	$15,202	$4,101
2019	$12,790	$14,204	$3,683
2018	$12,948	$14,763	$3,009
2017	$12,556	$18,729	$2,577

For Variable Annuities, the future policy benefit liabilities are computed on the basis of prescribed Statutory valuation interest rates and other assumptions as required by Statutory Valuation Law. For all other annuities policy benefit liabilities are

established at the contract holder’s account value, which is equal to cumulative deposits and credited interest, less withdrawals, mortality and certain other charges.

The general account also has immediate annuities. The policy benefit liabilities for the immediate annuities are computed on the basis of prescribed Statutory valuation interest rates and mortality (where payouts are contingent on survivorship). These assumptions generally vary by plan, year of issue, and policy duration. Policy benefit liabilities for immediate annuities without life contingent payouts are computed on the basis prescribed Statutory valuation interest rates.

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

	(In millions)
Year Ended December 31,	Individual Markets Life Insurance Future Policy Benefits Liabilities	Individual Markets Life Insurance Separate Accounts	Individual Markets Life Insurance In-force
2021	$6,541	$7,884	$3,224
2020	$6,724	$7,550	$3,588
2019	$6,848	$7,037	$3,805
2018	$14,554	$6,304	$78,046
2017	$14,031	$6,215	$70,040

For both the Individual Markets life insurance future policy benefits liabilities and life insurance separate accounts, the future policy benefits are computed on the basis of prescribed Statutory valuation interest rates and mortality. These future policy benefits liabilities are calculated as the present value of future benefits (including dividends) less the present value of future net premiums, subject to a cash surrender value floor. The assumptions used in calculating the future policy benefits liabilities generally vary by plan, year of issue, and policy duration.

Additionally, for both the Individual Markets life insurance future policy benefits liabilities and life insurance separate accounts, policy and contract claim liabilities are established for claims that have been incurred but not reported based on factors derived from past experience.

The aforementioned policy benefit liabilities are computed amounts that, with additions from premiums and deposits to be received and with interest on such liabilities, are expected to be sufficient to meet the Company’s policy obligations (such as paying expected death or retirement benefits or surrender requests) and to generate profits.

Method of Distribution of Products Within the Empower and Individual Markets Segments

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

The Individual Markets segment has been discontinued and is no longer distributing new products.

Competition Within the Empower Segment

The retirement plan services, retirement products, and investment management marketplaces are highly competitive. Empower’s competitors include insurance companies, banks, investment advisors, mutual fund companies, and certain service and professional organizations. No individual competitor or small group of competitors is dominant. Competition focuses on name recognition, service, technology, cost, variety of investment options, investment performance, product features, and price, in addition to financial strength as indicated by ratings issued by nationally recognized agencies.

Empower Segment Outlook

As the second largest recordkeeping provider in the U.S., Empower is positioned for significant growth opportunities with expertise and diversification across all plan types, company sizes and market segments. In 2022, Empower’s strategies to drive sales growth will continue to include active marketing of the brand, investing in product differentiation and offering a best-in-class service model. In 2021, significant progress was made on the integration of Personal Capital and MassMutual, which are expected to be completed in the first and second half of 2022, respectively. It is anticipated that Empower will realize further cost synergies through the continued migration of MassMutual’s retirement services business onto Empower’s recordkeeping platform. Empower continues to examine opportunities to structure products and develop strategies to stimulate growth in assets under management.

On July 21, 2021, the Company announced a definitive agreement to acquire the full service retirement business of Prudential Financial, Inc. (“Prudential”) (the “Prudential Transaction”). The total transaction value of approximately $3.55 billion includes purchase price consideration of approximately $1.12 billion, reinsurance ceding commission of $0.33 billion and $2.1 billion of required capital to support the business. The transaction is expected to close in the first half of 2022, subject to required regulatory approvals and other customary closing conditions.

The acquisition is expected to add significant scale and capabilities to Empower and further solidify Empower’s position as the second largest retirement plan service provider in the United States by increasing Empower’s participant base and strengthening its overall offering for participants and sponsors through additional expertise, an expanded product offering and new capabilities from Prudential. It also is expected to increase the synergy potential of Empower’s 2020 acquisition of hybrid wealth manager, Personal Capital, across a larger combined business. Empower expects to begin realizing cost synergies related to the migration of Prudential’s retirement services business in the second half of 2022.

On August 17, 2020, the Company completed the acquisition of Personal Capital Corporation (“Personal Capital”), a hybrid wealth manager that combines a leading-edge digital experience with personalized advice delivered by human advisors. This acquisition brings together Empower's leading retirement plan services and integrated financial tools and Personal Capital's rapidly growing, digitally oriented personal wealth management platform.

On December 31, 2020, the Company completed the acquisition, via indemnity reinsurance and acquisition of related assets (the “MassMutual Transaction”), of the retirement services business of Massachusetts Mutual Life Insurance Company (“MassMutual” ), strengthening Empower’s position as the second largest player in the U.S. retirement market. During 2021, Empower began the successful integration of acquired business onto Empower's recordkeeping platform. The integration is expected to be complete in the second half of 2022.

In addition to the aforementioned business integrations, it is expected that continued investments in improving customer web experience, including adding innovative capabilities and ease of service products, will be made in 2022. These efforts are expected to increase customer retention and ultimately increase participant retirement savings. Leveraging new capabilities from the acquisition of Personal Capital will allow Empower to better integrate Prudential’s existing business of helping customers better understand their current financial needs through financial advice and goal setting.

Individual Markets Outlook

Effective June 1, 2019, the Company completed the sale, via indemnity reinsurance, of substantially all of the Individual Markets segment to Protective, which has now assumed the economics and risks associated with the reinsured business. The business transferred included bank-owned and corporate-owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. The Company retained a block of life insurance, predominantly participating policies which are now administered by Protective, as well as a closed acquired reinsurance block. Post-transaction, the Company will focus on the Empower segment through its defined contribution retirement and asset management businesses.

Other Segment

The Company’s Other reporting segment is substantially comprised of activity not directly allocated to the other operating segments and interest expense on long-term debt.

Reinsurance

Effective June 1, 2019, all risks on non-participating policies issued by the Company below the retention limit of in-force reinsurance were ceded to Protective in the Protective Transaction. As a result, the Company is no longer actively pursuing reinsurance transactions in connection with its Individual Markets business. The Company retains a small block of in-force assumed reinsurance transactions with highly rated, well capitalized counterparties.

In connection with the MassMutual Transaction, the Company entered into an indemnity reinsurance transaction with MassMutual through which the Company assumed 100% of the risk associated with certain blocks of group insurance contracts issued by MassMutual. The acquired contracts are similar to contracts issued by the Company in the Empower segment.

Investment Operations

The Company’s investment division manages and administers the investments of its general and separate accounts in support of the cash and liquidity requirements of its insurance and investment products.

The Company’s principal general account investments are in bonds and mortgage loans, all of which are exposed to three primary sources of investment risk: credit, interest rate, and market valuation. Total investments at December 31, 2021, of $68 billion were comprised of general account investment assets of $39 billion and separate account assets of $29 billion. Total investments at December 31, 2020, of $67 billion were comprised of general account investment assets of $39 billion and separate account assets of $28 billion.

The Company’s general account investments are in a broad range of asset classes, but consist primarily of domestic bonds. Bonds include public and privately placed corporate bonds, government bonds, and mortgage-backed and asset-backed securities. The Company’s mortgage loans are comprised primarily of domestic commercial collateralized loans diversified with regard to geographical markets and commercial mortgage property types.

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

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

The Company reduces credit risk for the portfolio as a whole by investing primarily in investment grade bonds. At December 31, 2021, and 2020, 98% and 97%, respectively, of the Company’s bond portfolio were designated as investment grade.

Human Capital

As of January 1, 2020, all of the Company’s employees became employees of the Company’s wholly owned subsidiary Empower Retirement. These employees provide services to the Company to manage and operate its business and the Company reimburses Empower Retirement for such services pursuant to an intercompany services agreement. As a result, at December 31, 2021, the Company had zero employees and Empower Retirement had approximately 7,678 employees. At December 31, 2020, Empower Retirement had approximately 7,467 employees.

Company Properties

The Company’s corporate office facility is comprised of an 886,000 square foot complex located in Greenwood Village, Colorado. The Company owns its corporate office facilities which are occupied by all of the Company’s segments. The Company also leases or licenses approximately 255,000 square feet of sales and administrative offices throughout the United States. Management believes that the Company’s properties are suitable and adequate for its current and anticipated business operations.

Legal Proceedings Involving the Company

From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Company’s business. The Company is also subject

to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Company’s financial position, results of operations, or cash flows.

The Company is involved in other various legal proceedings that arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s consolidated financial position, results of its operations, or cash flows.

Directors and Executive Officers of the Company

Identification of Directors

Director	Age	From	Principal Occupation(s) for Last Five Years
John L. Bernbach(3)(4)(5)	78	2006	Chief Executive Officer of The Bernbach Group
Robin Bienfait(2)(5)	62	2018	Chief Executive Officer of Emnovate
Jeffrey R. Carney(1)	59	2020	Corporate Director since October 2020; previously President and Chief Executive Officer, IGM Financial Inc.
Marcel Coutu(1)(4)	68	2014	Corporate Director
André Desmarais(4)(5)(6)	65	1997	Deputy Chairman, Power Corporation and Power Financial Corporation; previously President and Co-Chief Executive Officer, Power Corporation until February 2020
Paul Desmarais, Jr.(1)(4)(6)	67	1991	Chairman, Power Corporation and Power Financial Corporation; previously Co- Chief Executive Officer, Power Corporation until February 2020
Gary A. Doer(5)	73	2016	Senior Business Advisor, Dentons Canada LLP
Gregory J. Fleming(1)	59	2016	Chief Executive Officer, Rockefeller Capital Management since October 2017; previously Corporate Director
Claude Généreux(1)	59	2015	Executive Vice President, Power Corporation; previously Executive Vice President, Power Financial Corporation until March 2020
Alain Louvel(2)(3)(5)	76	2006	Corporate Director
Paula B. Madoff(1)(2)	54	2018	Corporate Director; Advisory Director, Goldman Sachs since August 2017; previously Partner, Interest Rate Products, Derivatives and Mortgages, Goldman Sachs until 2017
Paul A. Mahon(1)	58	2013	President and Chief Executive Officer, Lifeco and CLAC
Edmund F. Murphy III(1)	60	2019	President and Chief Executive Officer of the Company
R. Jeffrey Orr(1)(4)	63	2005	Chairman of the Board of the Company; Chairman of the Board of Lifeco and CLAC; President and Chief Executive Officer, Power Corporation since February 2020; President and Chief Executive Officer, Power Financial Corporation
Robert L. Reynolds	70	2014	President and Chief Executive Officer of Putnam Investments, LLC; previously President and Chief Executive Officer of the Company
T. Timothy Ryan, Jr.(4)(5)	76	2009	Corporate Director
Jerome J. Selitto(1)	80	2012	President, Better Mortgage Corporation
Gregory D. Tretiak(2)(5)	66	2012	Executive Vice President and Chief Financial Officer, Power Corporation and Power Financial Corporation
Brian E. Walsh(1)(4)	68	1995	Principal and Chief Strategist, Titan Advisors, LLC

(1)

Member of the Investment Committee.

(2)

Member of the Audit Committee.

(3)

Member of the Conduct Review Committee.

(4)

Member of the Nominating Committee.

(5)

Member of the Risk Committee.

(6)

Mr. André Desmarais and Mr. Paul Desmarais, Jr. are brothers.

Unless otherwise indicated, all of the directors have been engaged for not less than five years in their present principal occupations or in another executive capacity with the companies or firms identified.

The appointments of directors are confirmed annually.

The following is a list of directorships currently held or formerly held within the five previous years by the directors of the Company, on companies whose securities are traded publicly in the United States or that are investment companies registered under the Investment Company Act of 1940.

Director	Current Directorships	Former Directorships and Dates
Robin Bienfait	Mitsubishi UFJ Financial Group
Marcel Coutu	Brookfield Asset Management Inc.	Enbridge Inc. August 2014– November 2021
Paul Desmarais, Jr.		Total S.A. May 2002– May 2017
Gary Doer	Barrick Gold
Alain Louvel	FutureFuel
Paula Madoff	KKR Real Estate Finance Trust Tradeweb Markets
R. Jeffrey Orr	PanAgora Asset Management, Inc.
Jerome Selitto	Better Mortgage Corporation
T. Timothy Ryan, Jr.	Santander Holdings USA, Inc.
Gregory D. Tretiak	PanAgora Asset Management, Inc.

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

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

The Company’s Directors are elected on an annual basis by the Company’s sole shareholder, GWL&A Financial Inc.

The Company’s Directors are identified below along with an indication of their experience, qualifications, attributes and skills, which leads the Company to believe that they are qualified to serve on the Board of Directors.

John L. Bernbach

Mr. Bernbach is CEO of The Bernbach Group, a business consulting firm. In 2017 Mr. Bernbach was part of a team of diverse corporate executives who founded Distillier LLC and developed and introduced Grand Brulot, the esteemed VSOP Cognac & coffee alcoholic beverage, in the United States & Europe. Mr. Bernbach served as Vice Chairman of Engine, one of the largest privately-owned independent marketing services companies, which he joined in January 2010. He was also a co-founder of NTM (Not Traditional Media) Inc., a marketing and media advisory firm created in 2003 to work with clients and media companies to develop strategies integrating nontraditional marketing solutions and new media models. Prior to that, Mr. Bernbach, as CEO of The Bernbach Group, LLC, led this executive management consulting business concentrating on corporate and communications strategies. From 1995 to 2000, Mr. Bernbach served as Director and then CEO and Chairman of North American Television, which produced and distributed news and entertainment programming. In 1994, Mr. Bernbach launched the publication of luxury goods magazines in China, Japan, France and Spain. Prior to 1994, Mr. Bernbach spent 22 years at the advertising firm Doyle Dane Bernbach, the last eight as President/COO of DDB Needham Worldwide. In 1986, he was one of five founders of Omnicon, which at that time was the largest marketing services and communications groups in the world. Mr. Bernbach currently serves on the boards of Putnam, Power Pacific Corporation Limited, Casita Maria, Ai Media Group LLC, Distillier LLC and Senior Advisor to Rockefeller Capital Management.

Robin Bienfait

Ms. Bienfait is Chief Executive Officer of Emnovate, an executive advisory firm delivering enterprise-class services to emerging businesses, a position she has held since 2017, and is the founder of Atlanta Tech Park, a global technology accelerator. She previously served as Executive Vice-President and Chief Enterprise Innovation Officer at Samsung Electronics from 2014 to 2017 and, prior to that, she was Chief Information Officer at BlackBerry from 2007 to 2014. Ms. Bienfait is a director of Lifeco, CLAC and Putnam. She is also a director and Chair of the board of Global Aviation and a director of the Georgia Institute of Technology Industry Board, the Atlanta Chapter of the National Association of Corporate Directors and Mitsubishi UFJ Financial Group, Inc. She previously served as a member of the Cisco Strategic Advisory Board and the Hewlett-Packard Advisory Board. Ms. Bienfait holds a Masters in Technology Management from the Georgia Institute of Technology and a bachelor’s degree in engineering from Central Missouri State University.

Jeffrey Carney

Mr. Carney is a Company Director as of October, 2020. Mr. Carney was appointed President and Chief Executive Officer of IGM Financial Inc. (“IGM”) and IG Wealth Management in May, 2016 and served until September, 2020. Prior to these roles, Mr. Carney held the positions of Co-Chief Executive Officer of IGM from May, 2013 until May, 2016, and President and Chief Executive Officer of Mackenzie Inc. (“Mackenzie”) from May, 2013 until July, 2016. Mr. Carney was the Executive Vice-President, Branch Network with Charles Schwab & Co. Inc. from March until November, 2012, and prior to that was the Senior Managing Director, Head of Marketing and Products, for Putnam from October, 2008 until March, 2012. Mr. Carney is also a director of IG Wealth Management, Mackenzie, Mackenzie Investments Corporation, Personal Capital Corp., Wealthsimple Financial Corp. and Portag3 Ventures GP Inc.

Marcel Coutu

Mr. Coutu, Corporate Director, is the former Chairman of Syncrude Canada Ltd., a Canadian oil sands project and is past President and Chief Executive Officer of Canadian Oil Sands Limited an oil and gas company. He was previously Senior Vice-President and Chief Financial Officer of Gulf Canada Resources Limited, and prior to that held various positions in the areas of corporate finance, investment banking, and mining and oil and gas exploration and development. Mr. Coutu is a director of Lifeco, CLAC and Putnam. He is also a director of Power Corporation, IGM, IG Wealth Management, Mackenzie Inc., Brookfield Asset Management Inc. and the Calgary Exhibition and Stampede Board. He has also held board positions with Enbridge, Inc., Gulf Indonesia Resources Limited, TransCanada Power Limited Partnership and the board of governors of the Canadian Association of Petroleum Producers. Mr. Coutu is a former member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta.

André Desmarais

Mr. Desmarais is Deputy Chairman of Power Corporation and of Power Financial. He previously served as President and Co-Chief Executive Officer of Power Corporation from 1996 until his retirement in February, 2020. He also served as Executive Co-Chairman of Power Financial until 2020. Prior to joining Power Corporation in 1983, he was Special Assistant to the Minister of Justice of Canada and an institutional investment counselor at Richardson Greenshields Securities Ltd. Mr. Desmarais has held a number of senior positions with Power group companies and is a director of many Power group companies in North America, including Power Corporation, Power Financial, Lifeco, CLAC, Putnam, IGM, IG Wealth Management and Mackenzie. Mr. Desmarais is Honorary Chairman of the Canada China Business Council and is a member of several China-based organizations. Mr. Desmarais is active in cultural, health and other not-for-profit organizations. He is an Officer of the Order of Canada and an Officer of the National Order of Québec. He has received honorary doctorates from Concordia University, Université de Montréal and McGill University. Mr. Desmarais is a trustee of the Desmarais Family Residuary Trust.

Paul Desmarais, Jr.

Mr. Desmarais is Chairman of Power Corporation and of Power Financial. He previously served as Co-Chief Executive Officer of Power Corporation from 1996 until his retirement in February, 2020. He joined Power Corporation in 1981 and assumed the position of Vice-President the following year. He served as Vice-President of Power Financial from 1984 to 1986, as President and Chief Operating Officer from 1986 to 1989, as Executive Vice-Chairman from 1989 to 1990, as Executive Chairman from 1990 to 2005, as Chairman of the Executive Committee from 2006 to 2008, as Co-Chairman from 2008 to 2015 and as Executive Co-Chairman from 2015 to 2020. He also served as Vice-Chairman of Power Corporation from 1991 to 1996. He was named Chairman and Co-Chief Executive Officer of Power Corporation in 1996. From 1982 to 1990, he was a member of the Management Committee of Pargesa Holding SA; in 1991, he became Executive Vice-Chairman and then Executive Chairman of the Committee; from 2003 to 2019, he was Co-Chief Executive Officer. He was Chairman of the board from 2013 until November

2020, when Pargesa’s reorganization was completed. He was a director of Pargesa Holding SA from 1992 to November 2020. He is a director of many Power group companies in North America, including Power Corporation, Power Financial, Lifeco, CLAC, Putnam, IGM, IG Wealth Management and Mackenzie. In Europe, he is Chairman of Groupe Bruxelles Lambert and a director of SGS SA. He was a director of LafargeHolcim Ltd. from 2008 to 2020, of Total SA from 2002 to 2017, of GDF Suez from 2001 to 2014, and of Imerys S.A. from 1998 to 2008. Mr. Desmarais is a member of The Business Council of Canada. He is also active on a number of philanthropic advisory councils. In 2005, he was named an Officer of the Order of Canada, in 2009, an Officer of the National Order of Québec and, in 2012, Chevalier de la Légion d’honneur in France. He has received a number of honorary doctorates. Mr. Desmarais is a trustee of the Desmarais Family Residuary Trust.

Gary A. Doer

Mr. Doer has served as a Senior Business Advisor at Dentons Canada LLP, a global law firm, since August, 2016. He previously served as Canada’s Ambassador to the United States from October, 2009 to January, 2016. Mr. Doer was the Premier of Manitoba from 1999 to 2009, and served in a number of positions as a member of the Legislative Assembly of Manitoba from 1986 to 2009. In 2005, as Premier, he was named by Business Week magazine as one of the top 20 international leaders on climate change. Mr. Doer is a director of Lifeco, CLAC and Putnam. He is also a director of Power Corporation, Power Financial, IGM, IG Wealth Management, Mackenzie and Air Canada. He previously served as a director of Barrick Gold Corporation. In 2017, Mr. Doer joined the Trilateral Commission as a member of the North American Group. He is a volunteer Co-Chair of the Wilson Centre’s Canada Institute, a non-partisan public policy forum focused on Canada-U.S. relations. Mr. Doer received a distinguished diplomatic service award from the World Affairs Council in 2011 and was inducted into the Order of Manitoba in 2010.

Gregory J. Fleming

Gregory J. Fleming is the founding Chief Executive Officer of Rockefeller Capital Management. He has spent more than 30 years in the financial services industry and has developed a track record of transforming businesses, engendering trust among institutional and individual clients and creating value for colleagues and shareholders. In March 2018, Mr. Fleming became the CEO of Rockefeller Capital Management, a firm that combines wealth management, family office, asset management and strategic advisory. The firm arose from the March 2018 acquisition of the former Rockefeller & Co. Mr. Fleming is a shareholder and member of the Board of Directors of Rockefeller Capital Management. Prior to leading Rockefeller Capital Management, Mr. Fleming was the President of Morgan Stanley Wealth Management and Morgan Stanley Investment Management. He joined Morgan Stanley in 2010 and served in these roles for 6 years. During that time, he oversaw the transformation of both businesses. Before joining Morgan Stanley, Mr. Fleming served as President and Chief Operating Officer of Merrill Lynch and before that ran Merrill Lynch’s Global Investment Banking business. Before joining Merrill Lynch as an investment banker in 1992, Mr. Fleming was a principal at Booz Allen Hamilton. Mr. Fleming is a former director of Colgate University; a member of the Board of Advisors for the Yale Law School Center for the Study of Corporate Law, the Council on Foreign Relations and the Economic Club of New York; a trustee at Deerfield Academy; a member of the Ronald McDonald House Board of Directors; an Advisory Director on the board of the Florida Marlins; a member of the Turn2 Resource Council; and a member of the Advisory Board of COVR, an innovative financial services startup. He frequently serves as a Visiting Lecturer in Law at Yale Law School. He is a Phi Beta Kappa, summa cum laude graduate in economics from Colgate University and received his J.D. from Yale Law School. Mr. Fleming is also a director of Putnam.

Claude Généreux

Mr. Généreux is Executive Vice-President of Power Corporation, a position he has held since March, 2015. He was Executive Vice-President of Power Financial from March, 2015 until March, 2020. He is Senior Partner Emeritus of McKinsey & Company (“McKinsey”), a global management consulting firm. During his 28 years at McKinsey, Mr. Généreux focused on serving leading global companies in financial services, resources and energy. He held various leadership positions including Global Sector Leadership in energy, Office Leadership in Montreal, Global Personal Committees for partner election and evaluation, and Global Recruiting for Advanced University Degrees candidates. He has been posted in Montreal, Paris, Toronto and Stockholm. Mr. Généreux is a director of Lifeco, CLAC and Putnam. He is also a director of IGM, IG Wealth Management, Mackenzie and Group Bruxelles Lambert. Mr. Généreux is the Vice-Chair of the Board of Governors at McGill University and serves on the boards of the Jeanne Sauvé Foundation, the Loran Scholars Foundation and the Rhodes Scholarships in Canada. He graduated from McGill University and Oxford University, where he studied as a Rhodes Scholar.

Alain Louvel

After receiving an MBA from Columbia University, and a masters in Economics and Political Sciences from the Paris University, Mr. Louvel began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government. In 1972, he joined Bank Paribas (“Paribas”) and for the next 33 years held various executive positions with Paribas in

France, Canada and the United States. He completed his banking career as the Head of Risk Management for the Americas of BNP Paribas, with overall responsibilities over credit, market, counterparty and operational risk. Mr. Louvel serves as a Director of Putnam and Mountain Asset Management. He is also an Honorary Trustee of the French Institute Alliance Francaise and a French Foreign Trade Counselor. Mr. Louvel is a permanent resident of the United States with dual French and Canadian citizenship.

Paula B. Madoff

Ms. Madoff, Corporate Director, has served as an Advisory Director at Goldman Sachs, a global investment banking, securities and investment management firm, since August, 2017. She spent 28 years at Goldman Sachs where she most recently was a Partner responsible for Interest Rate Products, Derivatives and Mortgages until her retirement in 2017. Ms. Madoff also held several additional leadership positions at Goldman Sachs including Co-Chair of the Retirement Committee overseeing 401k and pension plan assets, Chief Executive Officer of Goldman Sachs Mitsui Marine Derivatives Products, L.P., and was a member of its Securities Division Operating Committee and Firmwide New Activity Committee. She has 30 years of experience in investing, risk management and capital markets activities. Ms. Madoff is a director of Power Corporation, Lifeco, CLAC and Putnam. She also serves as a director of Tradeweb Markets Inc., KKR Real Estate Finance Trust Inc., Motive Capital Corp and ICE Benchmark Administration, where she is also Chair of the ICE LIBOR Oversight Committee. Ms. Madoff is a 2018 David Rockefeller Fellow, a member of the Harvard Business School Alumni Board, a member of the Harvard Kennedy School Woman and Public Policy Leadership Board, and a director of Hudson River Park Friends. She received a Master’s in Business Administration from Harvard Business School and a Bachelor of Arts degree in Economics from Lafayette College.

Paul A. Mahon

Mr. Mahon is President and Chief Executive Officer of Lifeco and CLAC, a position he has held since May, 2013. Prior to that he was President and Chief Operating Officer, Canada of Lifeco and CLAC. Mr. Mahon has been with CLAC since 1986, and is a director of Lifeco, CLAC and Putnam. He is also a member of the Board of Directors of the Canadian Life and Health Insurance Association and the Misericordia Health Centre Corporation as well as a member of the Business Council of Canada and the United Way Resource Development Committee. Mr. Mahon previously served as a director of the CancerCare Manitoba Foundation.

Edmund F. Murphy III

Mr. Murphy is President and Chief Executive Officer of the Company. Mr. Murphy provides leadership and strategic direction for the Company’s operating units: Empower, Personal Capital and Great-West Investments. He is a strategic advisor to Diagram Ventures. Mr. Murphy brings 30 years of broad leadership experience to his role. He was appointed as the inaugural President of Empower upon its formation in 2014 and has led the organization through a period of strong and sustained growth, positioning the firm as the go-to provider of financial services for more than 12 million Americans. Under his leadership, Empower has grown into a national leader serving working Americans across all sectors of the U.S. Economy. Empower has completed several strategic acquisitions, including the retirement businesses of J.P. Morgan, MassMutual, Truist Bank and Fifth Third Bank. In 2020, Empower acquired Personal Capital Corporation, a registered investment adviser and wealth manager. Empower has grown assets under administration from $400 billion to more than $1 trillion and serves some 67,000 corporate, government and not-for-profit plans. A much sought-after thought leader as an advocate for the nation’s retirement investors and the defined contribution system, Mr. Murphy is regarded as a driving force for industry innovation and public policy reform. Mr. Murphy meets regularly with policymakers in Washington, D.C. and has testified before Congress, the Department of Labor, the Treasury Department and the Internal Revenue Service. He speaks and writes on topics ranging from retirement issues and public policy to investment advice and lifetime income strategies. He has been interviewed by CNBC, Bloomberg News, Market Watch, The Wall Street Journal, Barron’s, The Financial Times and many other media outlets. Before his appointment as Chief Executive Officer of Empower, Mr. Murphy served as Managing Director at Putnam and was a member of the firm’s operating committee. Prior to Putnam, Mr. Murphy held executive leadership roles at Fidelity Investments in its institutional, private equity and retail businesses. During his time at Fidelity Investments he also served as of Veritude, LLC and as a board member of several Fidelity-owned businesses. He spent the early portion of his career at Merrill Lynch. Mr. Murphy is a board member of the Employee Benefit Research Institute, Boston College Wall Street Council, the New England Council, Colorado Inclusive Economy and a member of the Wall Street Journal CEO Council. He is active in supporting numerous not-for-profit and charitable causes, including The Ireland Funds, Boston healthcare for the Homeless, the Dana-Farber Cancer Institute and Cristo Rey High School in Boston, where he serves on the board. Mr. Murphy holds a bachelor’s degree from Boston College and is a graduate of the General Manager Program at Harvard Business School.

R. Jeffrey Orr

Mr. Orr has been Chair of the Boards of Lifeco and CLAC since May, 2013, of the Company since July, 2013 and of Putnam since June, 2008. He is also President and Chief Executive Officer of Power Corporation and Power Financial, positions he has held since February, 2020 and May, 2005 respectively. From May, 2001 until May, 2005, Mr. Orr was President and Chief Executive Officer of IGM. Prior to joining IGM, he was Chairman and Chief Executive Officer of BMO Nesbitt Burns Inc. and Vice-Chairman, Investment Banking Group, Bank of Montreal. Mr. Orr is a director of CLAC, Putnam and PanAgora Asset Management, Inc. He is also a director and Chair of IGM, IG Wealth Management and Mackenzie, and a director of Power Corporation and Power Financial. Mr. Orr is active in a number of community and business organizations.

Robert L. Reynolds

Mr. Reynolds served as President and Chief Executive Officer of the Company from May 2014 through January 2019. He has served as President and Chief Executive Officer of Putnam since 2008 and is a director of Putnam. In addition, he is President of The Putnam Funds. Building on a distinguished 30-year career, Mr. Reynolds has revitalized Putnam through strong, sustained investment performance, new products designed for today’s market challenges, and thought leadership on the future of retirement and workplace savings. Respected as an industry statesman, Mr. Reynolds is regarded as a driving force of innovation and progress in institutional and retail financial services. In addition to his Putnam responsibilities, Mr. Reynolds is a director and the Chair of Great-West Lifeco U.S. LLC, one of the nation’s top providers of retirement savings products and services, life insurance, annuities, and executive benefits products. Mr. Reynolds has more than 30 years of financial services and investments experience. Prior to joining Putnam in 2008, he was Vice Chairman and Chief Operating Officer of Fidelity Investments. Mr. Reynolds’ accomplishments have earned multiple industry honors over time. He was named Fund Leader of the Year at the Mutual Fund Industry Awards in 2010 for the strategic improvements he initiated at Putnam. The following year, under the leadership of Mr. Reynolds, Putnam was honored as Retirement Leader of the Year for initiatives and innovative solutions in the workplace savings arena. Mr. Reynolds has also received a Lifetime Achievement Award from PLANSPONSOR magazine for popularizing employer-sponsored 401(k) plans. Mr. Reynolds serves as a Director on several not-for-profit boards, including the Concord Museum, the Dana-Farber Cancer Institute, and the U.S. Ski & Snowboard Foundation. Additionally, he serves as Chair of the Boston Advisory Board of the American Ireland Fund and National Council Co-Chair of the American Enterprise Institute. Mr. Reynolds is an Executive Committee Member of the Greater Boston Chamber of Commerce; Member of the U.S. Chamber of Commerce, Center for Capital Markets Competitiveness; Chair of the Massachusetts High Technology Council; Member of the Chief Executives Club of Boston; Member of the Massachusetts General Hospital President’s Council; Director and former Chair of the Massachusetts Competitive Partnership; and former Chair of the West Virginia University Foundation. Mr. Reynolds earned a B.S. in Business Administration, Finance from West Virginia University where he also received an Honorary Doctorate in Business Administration and a Distinguished Alumni Award. In addition, Mr. Reynolds is a recipient of the Boston College President’s Medal of Excellence and the Manhattan College De La Salle Medal.

T. Timothy Ryan, Jr.

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

Jerome J. Selitto

Mr. Selitto is the President of Better Mortgage Corporation (previously Avex Funding Corporation), a technology focused mortgage lender, a position he has held since April, 2015. Mr. Selitto served as a director and as President and Chief Executive Officer of PHH Corporation (“PHH”), a provider of mortgage lending and servicing solutions, from October, 2009 to January, 2012. Prior to joining PHH, Mr. Selitto worked at Ellie Mae, Inc. (“Ellie Mae”), a provider of enterprise solutions for the residential mortgage industry. While at Ellie Mae, Mr. Selitto initially served as a senior consultant beginning in 2007 and, later in 2007 through 2009, as Executive Vice-President, Lender Division. He has over 40 years of experience in the mortgage industry and in capital markets. Mr. Selitto is a former director of Lifeco, and CLAC through May, 2020, and a current director of Putnam. He holds a Bachelor of Science degree in Economics and Marketing from the University of South Florida.

Gregory D. Tretiak

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

Brian E. Walsh

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

Compensation of Company Directors for 2021

1. Table

The Company compensates Directors who are not also Directors of Lifeco or Canada Life (“Company Directors”). The following sets out compensation earned in 2021 by the Company Directors.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2 )	All Other Compensation ($)(3)	Total ($)
J.L. Bernbach	120,000	87,500	29	270,529
J. Carney	—	185,096	28	185,125
G.J. Fleming	102,500	87,500	29	190,029
A. Louvel	152,500	87,500	29	240,029
E.F. Murphy III	102,500	87,500	29	175,029
R.L. Reynolds	87,500	87,500	29	175,029
J.J. Selitto(1)	69,354	56,971	15	126,340

(1)

Mr. Selitto became a Company Director effective May 6, 2021 upon his retirement from the Board of Directors of Lifeco. As a result, his fees earned as a Company Director were pro-rated for 2021.

(2)

Messrs. Bernbach, Fleming, Louvel, Murphy, Reynolds and Selitto elected to receive this portion of their compensation for serving as directors in cash.

(3)

For Messrs. Bernbach, Carney, Fleming, Louvel, Murphy, Reynolds and Selitto, these amounts represent the value of Deferred Share Units granted under the mandatory component of the DSUP. See the Narrative Description of Company Director Compensation below for additional information regarding the DSUP. The value of these Deferred Share Units is the aggregate grant date fair value. As of December 31, 2021, Mr. Bernbach held 50,190 Deferred Share Units, Mr. Carney held 7,255 Deferred Share Units, Mr. Fleming held 19,120 Deferred Share Units, Mr. Louvel held 49,914 Deferred Share Units, Mr. Murphy held 10,030 Deferred Share Units, Mr. Reynolds held 24,701 Deferred Share Units and Mr. Selitto held 18,509 Deferred Share Units.

(4)

These amounts are life insurance premiums paid under the Great-West Life Director’s Group Life Insurance Plan. Payments are made in Canadian dollars and have been translated to U.S. dollars at 1.00/1.2536 for 2021 (the “Conversion Rate”).

2. Narrative Description of Company Director Compensation

The Company pays Company Directors who are not also directors of Great-West Lifeco Inc. an annual retainer fee of $175,000. In addition, Company Directors receive annual retainer fees for serving as a member or the chairperson of certain committees of the Board. The following tables show the additional annual retainer fees paid for service on committees:

The following sums are paid per annum to the Chairperson of each of the following committees:

Audit	$20,000
Human Resources(1)	$20,000
Investment	$20,000
Risk	$20,000

The following sums are paid per annum to members of each of the following committees:

Audit	$20,000
Conduct Review	$7,500
Nominating	$7,500
Human Resources(1)	$10,000
Investment	$15,000
Risk	$10,000
Equity Investment Sub	$7,500

(1)

Effective July of 2020, the Human Resources Committee became of a committee of the Company’s wholly-owned subsidiary, Empower Retirement. As described below in “Executive Officer Compensation”, the Human Resources Committee remains responsible for determined the compensation of the executive officers of the Company. All compensation paid to the members of the Human Resources Committee both prior to and after the transition is reported herein.

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

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

Identification of Executive Officers

Executive	Age	Officer from	Principal Occupation(s) for Last Five Years
Edmund F. Murphy III President and Chief Executive Officer	60	2014	President and Chief Executive Officer of the Company
Andra S. Bolotin Executive Vice President and Chief Financial Officer	59	2015	Executive Vice President and Chief Financial Officer of the Company
Richard H. Linton Jr. President and Chief Operating Officer	54	2016	President and Chief Operating Officer
Carol E. Waddell Executive Vice President, Retirement Solutions	55	2014	Executive Vice President, Retirement Solutions
Carol Kline Executive Vice President and Chief Information Officer	58	2019	Executive Vice President and Chief Information Officer as of February 2022, Chief Information Officer since October 2019; previously Chief Information Officer, Conduent, Inc.

Unless otherwise indicated, all of the executive officers have been engaged for not less than five years in their present principal occupations or in another executive capacity with the companies or firms identified.

The appointments of executive officers are confirmed annually.

Code of Ethics

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

Executive Officer Compensation

Compensation Discussion and Analysis

1. Overview and Objectives of the Company’s Executive Compensation Program

This section provides an overview and describes the objectives of the Company’s compensation program for executives, including the Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated executive officers of the Company during 2021 (the “Named Executive Officers”).

The executive compensation program adopted by the Company and applied to the Named Executive Officers has been designed to:

•support the Company’s objective of generating value for shareholders and policyholders over the long term;

•attract, retain and reward qualified and experienced executives who will contribute to the success of the Company;

•motivate executive officers to meet annual corporate, divisional, and individual performance goals;

•promote the achievement of goals in a manner consistent with the Company’s Code of Conduct; and

•align with regulatory requirements.

More specifically, the executive compensation program rewards:

•excellence in developing and executing strategies that will produce significant value for shareholders and policyholders over the long term;

•management vision and an entrepreneurial approach;

•quality of decision-making;

•strength of leadership;

•record of performance over the long term; and

•initiating and implementing transactions and activities that create shareholder and policyholder value.

All of the Named Executive Officers are employees of Empower Retirement and receive their compensation from Empower Retirement. The Human Resources Committee of the Board of Directors of Empower Retirement (the “Human Resources Committee”) operates under a charter and is responsible for overseeing the executive compensation program. The Human Resources Committee recognizes the importance of executive compensation decisions and is committed to awarding compensation that reflects leadership’s ability to deliver on the Company’s strategic goals and to drive strong performance and sustainable value for shareholders and policyholders.

In designing and administering the individual elements of the executive compensation program, the Human Resources Committee strives to balance short-term and long-term incentive objectives and to apply prudent judgment in establishing performance criteria, evaluating performance, and determining actual incentive awards. The total compensation of each Named Executive Officer is reviewed by the Human Resources Committee from time to time for market competitiveness, and reflects each Named Executive Officer’s job responsibilities, experience and performance.

The executive compensation programs consist of four primary components:

•base salary;

•annual incentive bonus;

•share units; and

•retirement benefits.

The primary role of each of these components is presented in the table below:

Base Salary Reflect skills, competencies, experience and performance of the Named Executive Officers Annual Incentive Bonus Reflect performance for the year Share Units More closely align the longer-term interests of the Named Executive Officers with the interests of the shareholders Retirement Benefits Provide for appropriate replacement income upon retirement based on years of service with the Company

Base salary, annual incentive bonus, share units and retirement benefits for the Named Executive Officers are determined by the Human Resources Committee.

The President and Chief Executive Officer, while not a member of the Human Resources Committee, participates in the compensation setting process for our other executive officers, including some of the other Named Executive Officers, by evaluating individual performance, establishing individual performance targets and objectives, and recommending salary levels for such other executive officers.

2. Base Salary

Base salaries for the Named Executive Officers are set annually, taking into account the individual’s job responsibilities, skills, competencies, experience and performance, as well as market conditions. In addition, salaries may also take into consideration market data gathered by Empower Retirement or by external compensation consultants. Empower Retirement gathers market data in relation to the U.S. financial services industry, including data from the public disclosures of Empower Retirement’s peer companies, which is used to benchmark target compensation for the Named Executive Officers.

3. Bonuses

(a) Annual Incentive Bonus Plan

To relate the compensation of the Named Executive Officers to the performance of Empower, an annual incentive bonus plan (the “Annual Incentive Bonus Plan”) is provided. Target objectives are set annually and may include earnings, expense or sales targets of Empower and/or a business unit of Empower or specific individual objectives related to strategic initiatives.

See the tables presented below for information on the participation of the Named Executive Officers in the Annual Incentive Bonus Plan and a further description of the terms of the Annual Incentive Bonus Plan.

(b) Special Bonuses

From time to time, special bonuses may be provided related to significant projects such as acquisitions or dispositions or for sign-on or retention purposes.

4. Share Units

To provide a longer-term component to the executive compensation program, the Named Executive Officers participate in the Unit Plan for Senior Executives of Empower Retirement (the “Executive Share Unit Plan”).

The Human Resources Committee is responsible for the granting of share units to participants under the Executive Share Unit Plan. Share Units are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.

The Human Resources Committee typically considers and approves grants under the Executive Share Unit Plan on an annual basis. Officer’s base salaries and career levels are taken into account when new share unit grants are considered, as well as past performance and expectations regarding future contributions to the organization. The granting of share units is subject to the terms and conditions contained in the Executive Share Unit Plan and any additional terms and conditions fixed by the Human Resources Committee at the time of the grant.

See the tables presented below for information on the participation of the Named Executive Officers in the Executive Share Unit Plan and a further description of the terms of the Executive Share Unit Plan.

5. Retirement Benefits

401(k) Plan

All employees, including the Named Executive Officers, may participate in Empower’s qualified defined contribution 401(k) Plan (the “401(k) Plan”). In 2021, employees who participate in the 401(k) Plan may make contributions of between 1% and 90% of base salary and annual bonus (collectively “Salary”), subject to applicable IRS limits. All new employees are automatically enrolled in the 401(k) Plan at a 3% contribution rate, increased 1% each year up to a maximum 12% contribution rate, unless the employee elects out or elects a different contribution rate. Effective January 1, 2022, Empower increased its matching contribution to match 100% of the first 6% (up from 5%) of Salary contributed as pre-tax and/or Roth contributions for all employees. At the discretion of the Human Resources Committee, Empower may also make one-time profit-sharing contributions to the 401(k) accounts of all employees as a uniform percentage of each employee’s salary, determined on an annual basis.

The 401(k) Plan offers a variety of investment options, including variable funds, collective funds, a stable value fund, Lifeco common shares (company matching contributions only) and a self-directed investment option. Vesting of all 401(k) Plan contributions is immediate.

6. Nonqualified Deferred Compensation

To provide market competitive compensation to certain key executives, the Company also has a nonqualified deferred compensation plan (“NQDCP”). See the table presented below for information on the participation of the Named Executive Officers in this plan and a description of the terms of the plan.

Human Resources Committee Interlocks and Insider Participation

During 2021, no officer or employee served as a member of the Human Resources Committee and none of the members of the Human Resources Committee had any relationship required to be disclosed by Section 407(e)(4) of Regulation S-K.

Compensation Policies and Risk Management

The Company has evaluated its compensation policies and practices applicable to all employees and believes that they do not create risks that are reasonably likely to have a material adverse effect on the Company.

Summary Compensation Table

The following table sets out compensation earned in 2021 by the Named Executive Officers.

Name and Principal Position	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)(6)	Total ($)
Edmund F. Murphy III President and Chief Executive Officer	2021	1,169,231	1,250,000	2,999,989	—	3,045,918	219,029	8,684,167
	2020	1,038,461	250,000	3,000,004	—	2,500,000	217,150	7,005,615
	2019	969,231	—	1,399,993	403,448	2,326,154	215,361	5,314,187
Andra S. Bolotin(1) Executive Vice President, Chief Financial Officer	2021	600,000	500,000	900,003	—	1,440,000	29,000	3,469,003
	2020	623,077	150,000	900,014	—	1,320,000	22,800	3,015,891
	2019	600,000	2,000,000	1,700,001	201,608	1,380,000	21,135	5,902,744
Richard H. Linton Jr. President and Chief Operating Officer	2021	642,308	600,000	1,200,015	—	1,571,575	29,000	4,042,897
	2020	623,089	—	900,014	—	1,200,000	22,800	2,745,903
	2019	584,615	—	385,007	110,896	1,052,308	21,135	2,153,962
William J. McDermott Senior Vice President, Large/Mega/Not-For- Profit Market	2021	475,000	130,000	289,997	—	867,444	29,000	1,791,441
	2020	493,269	—	299,994	—	715,000	23,080	1,531,343
	2019	475,000	—	259,992	43,616	742,188	21,635	1,542,432
Joseph Smolen Senior Vice President, Core & Institutional Markets	2021	449,999	230,000	300,012	—	737,969	29,000	1,746,980
	2020	467,308	—	299,994	—	540,000	22,800	1,330,102
	2019	441,346	—	224,015	37,584	540,000	21,135	1,264,080

(1)

For Ms. Bolotin, the Summary Compensation Table sets forth all compensation paid to Ms. Bolotin by the Company for her service as the Chief Financial Officer of both the Company and Putnam, a portion of which is reimbursed to the Company by Putnam.

(2)

This column sets forth special bonuses paid (a) to each of the Named Executive Officers in 2021 in relation to the successful acquisition of the retirement services business of Massachusetts Mutual Life Insurance Company; (b) to Mr. Murphy and Ms. Bolotin in 2020 in relation to the successful acquisition of Personal Capital; and (c) to Ms. Bolotin in 2019 in relation to the successful execution of the Protective transaction.

(3)

This column sets forth the value of share units granted to each Named Executive Officer under the Executive Share Unit Plan. The amounts shown represent the aggregate grant date fair value of the awards.

(4)

This column sets forth the value of Lifeco options granted to each Named Executive Officer under the Lifeco Option Plan prior to 2019. The amounts shown represent the aggregate grant date fair value of the awards. For further information, see Note 17. Share-Based Compensation to the Company’s December 31, 2021 Financial Statements included in Appendix A to this prospectus.

(5)

These amounts represent cash bonuses earned under the Company’s Annual Incentive Bonus Plan and paid in February of 2022.

(6)

The components of 2021 other compensation reported for each of the Named Executive Officers are as follows:

(a)

Mr. Murphy received (i) a 401(k) Plan employer contribution of $29,000; and (ii) $190,029 in respect of directors’ fees.

(b)

Ms. Bolotin received a 401(k) Plan employer contribution of $29,000.

(c)

Mr. Linton received a 401(k) Plan employer contribution of $29,000.

(d)

Mr. McDermott received a 401(k) Plan employer contribution of $29,000.

(e)

Mr. Smolen received a 401(k) Plan employer contribution of $29,000.

Grants of Plan-Based Awards for 2021

1. Table

The following table sets out information with respect to grants to the Named Executive Officers under the Annual Incentive Bonus Plan and the Executive Share Unit Plan.

Name	Thresholds ($)	Target ($)	Maximum ($)	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)
E.F. Murphy	—	2,343,014	—	93,466
A.S. Bolotin	—	1,200,000	—	28,040
R.H. Linton	—	1,257,260	—	37,387
W.J. McDermott	—	693,955	—	9,035
J.M. Smolen	—	641,712	—	9,347

(1)

These are Executive Share Units granted under the Executive Share Unit Plan. The grant date was March 1, 2021 for all awards. The Human Resources Committee approved the grants on January 29, 2021.

2. Narrative Description of the Annual Incentive Bonus Plan

Under the Annual Incentive Bonus Plan, a bonus pool is established if the Company meets certain earnings targets. The target bonus opportunity for individuals varies by office and is expressed as a percentage of base salary or as a flat amount. Bonus amounts are determined based on each Named Executive Officer’s performance against established objectives. Bonus amounts of greater or lesser than the established target may be awarded. For the Named Executive Officers, there is no minimum or maximum bonus amount. Annual Incentive Bonuses are paid only to Named Executive Officers who are employed with the Company at the end of the year being reported.

For 2021:

(i)

Mr. Murphy had an opportunity to earn up to 200% of base salary earned in 2021 based on the Company’s financial performance and individual objectives, and an additional amount on a discretionary basis based on individual performance;

(ii)

Ms. Bolotin had an opportunity to earn up to 200% of base salary earned in 2021 based on the Company’s financial performance and individual objectives, and an additional amount on a discretionary basis based on individual performance;

(iii)

Mr. Linton had an opportunity to earn up to 200% of base salary earned in 2021 based on the Company’s financial performance and individual objectives, and an additional amount on a discretionary basis based on individual performance;

(iv)

Mr. McDermott had an opportunity to earn up to 150% of base salary earned in 2021 based on the Company’s financial performance and individual objectives, and an additional amount on a discretionary basis based on individual performance; and

(v)

Mr. Smolen had an opportunity to earn up to 150% of base salary earned in 2021 based on the Company’s financial performance and individual objectives, and an additional amount on a discretionary basis based on individual performance.

3. Narrative Description of the Executive Share Unit Plan

Under the Executive Share Unit Plan, notional share units (“Executive Share Units”) may be granted to the Named Executive Officers by the Human Resources Committee. The value of an Executive Share Unit on a grant date is based on the volume-weighted average closing price of Lifeco’s common shares on the Toronto Stock Exchange for the preceding five trading days (the “Market Value”).

The number of Executive Share Units granted is based on each Named Executive Officer’s long-term incentive target, which is derived from the Named Executive Officer’s base salary. Individual grants also take into account the Named Executive Officer’s past performance and expected future impact on the organization’s performance. Each grant of Executive Share Units has a three-year vesting period during which certain conditions (including continued employment) must be satisfied. The number of Executive Share Units held by a Named Executive Officer increases during the three-year vesting period based on any dividends declared on Lifeco’s common shares.

Subject to satisfaction of the vesting conditions, the Executive Share Units generally vest and become payable in cash at the end of the three-year vesting period. Executive Share Units may vest earlier upon death, disability or retirement. Upon vesting, the final number of vested Executive Share Units is adjusted up or down based on a performance factor that is designed to measure the performance Empower Retirement during the three-year vesting period. The value of each vested Executive Share Unit is determined from the Market Value of Lifeco’s common shares as of the vesting date.

Named Executive Officers may elect to defer the payment of all or a portion of Executive Share Units granted in 2021 if certain requirements are met. Such an election must defer payment no less than five years from the original payment date.

4. Narrative Description of the Lifeco Option Plan

The Company’s participation in the Lifeco Option Plan was discontinued following the 2019 fiscal year and no options were granted to any Named Executive Officer of the Company in 2021. However, several of the Named Executive Officers hold vested and unvested options granted under the Lifeco Option Plan, as described in the Outstanding Equity Awards at 2021 Fiscal Year End table below.

Options are either regular options or contingent options. Regular options are generally granted in multi-year allotments. Regular options granted prior to 2019 become exercisable at the rate of twenty percent (20%) per year commencing one year after the date of the grant. For options granted in 2019 and thereafter, fifty percent (50%) of the regular options become exercisable three years from the date of grant, and the remaining fifty percent (50%) become exercisable four years from the date of grant. Contingent options do not become exercisable unless and until conditions prescribed by the Lifeco Human Resources Committee have been satisfied.

Options generally expire ten years after the date of the grant, except that if options would otherwise expire during a blackout period or within ten business days of the end of a blackout period, the expiry date for the options is extended to the tenth business day after the expiry date of the blackout period.

In the event of the death of a participant or the termination of a participant’s employment, then the period within which the options may be exercised is generally reduced depending on the circumstances surrounding the death or termination of employment. Options are not assignable by participants otherwise than by will or pursuant to the laws of succession. Lifeco does not provide any financial assistance to participants to facilitate the purchase of common shares under the Lifeco Option Plan. Subject to any regulatory or shareholder approval required by law, the Lifeco Board of Directors may amend the Lifeco Option Plan or the terms of a grant.

Outstanding Equity Awards at 2021 Fiscal Year End

The following table sets out Lifeco options held by the Named Executive Officers under the Lifeco Option Plan, and Executive Share Units held by the Named Executive Officers under the Executive Share Unit Plan, as of December 31, 2021.

Name	Option Awards				Stock awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)(4)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(7)
E.F. Murphy	87,400	—	28.41	February 28, 2025	104,730(5)	3,975,534
	98,400	—	27.66	February 28, 2026	98,169(6)	3,726,485
	60,320	15,080(1)	29.41	February 28, 2027
	50,340	33,560(2)	27.29	February 28, 2028
	—	173,900(3)	24.16	February 28, 2029
A.S. Bolotin	49,200	—	27.66	February 28, 2026	31,419(5)	1,192,677
	27,120	6,780(1)	29.41	February 28, 2027	29,451(6)	1,117,954
	26,280	17,520(2)	27.29	February 28, 2028
	—	86,900(3)	24.16	February 28, 2029
R.H. Linton	30,160	7,540(1)	29.41	February 28, 2027	31,419(5)	1,192,677
	24,060	16,040(2)	27.29	February 28, 2028	39,268(6)	1,490,618
	—	47,800(3)	24.16	February 28, 2029
W.J. McDermott	15,400	—	28.41	February 28,2025	10,997(5)	417,443
	17,800	—	27.66	February 28, 2026	9,817(6)	372,664
	8,960	2,240(1)	29.41	February 28, 2027
	7,680	5,120(2)	27.29	February 28, 2028
	—	18,800(3)	24.16	February 28, 2029
J.M. Smolen	840	—	21.64	February 28, 2023	10,473(5)	397,545
	1,400	—	24.84	February 28, 2024	9,817(6)	372,664
	3,800	—	28.41	February 28, 2025
	4,400		27.66	February 28, 2026
	7,680	5,120(2)	27.29	February 28, 2028
	—	16,200(3)	24.16	February 28, 2029

(1) These options vest 20% of the total grant on March 1, 2022.

(2) These options vest 20% of the total grant on each of March 1, 2022 and 2023.

(3) These options vest 50% of the total grant on each of March 1, 2022 and 2023.

(4) Lifeco options are issued with an exercise price in Canadian dollars, which have been translated to U.S. dollars at the Conversion Rate.

(5) These Executive Share Unit grants vest on December 31, 2022.

(6) These Executive Share Unit grants vest on December 31, 2023.

(7) The market value of Executive Share Units held as of December 31, 2021 is based on the year-end closing price of Lifeco common shares on the Toronto Stock Exchange.

Option Exercises and Stock Vested for 2021

The following table sets out Lifeco options exercised by, and Executive Share Units vested for, the Named Executive Officers in 2021.

	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
E.F. Murphy	—	—	59,123	2,233,891
A.S. Bolotin	—	—	14,781	558,473
R.H. Linton	—	—	16,259	614,334
W.J. McDermott	—	—	10,980	414,856
J.M. Smolen	—	—	9,460	357,448

Nonqualified Deferred Compensation for 2021

1. Table

The following table sets out information with respect to the participation of the Named Executive Officers in the NQDCP.

Name	Plan Name	Executive Contributions in Last Fiscal Year ($)(1)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals or Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
J.M. Smolen	NQDCP	81,000	176,589	—	1,096,042

(1)

Amounts contributed are included in the Salary column of the Summary Compensation Table.

2. Narrative Description of the Nonqualified Deferred Compensation Plan

All officers and certain senior employees of the Company, and others at the discretion of the Company, are eligible to participate in the NQDCP. A participant in the NQDCP may defer between 1% and 90% of their base salary (including sales related compensation) and bonus.

Under the NQDCP, participants specify one or more investment preferences in which deferrals are deemed to be invested. Participant accounts are adjusted for interest, earnings or losses equal to the actual results of the deemed investment(s). Amounts deferred under the NQDCP and the earnings from the plan are distributed to a participant upon termination of employment, if not distributed earlier. Amounts distributed under the plans are generally paid in either a lump sum or installments over 3, 5, 10 or 15 years at the election of the participant.

Following a change in control of the Company, the Board of Directors may terminate the plan in its discretion and pay all amounts due under a terminated plan to participants. Certain payments following termination of employment or after a change in control may be delayed to comply with requirements under the Internal Revenue Code.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

Set forth below is certain information, as of January 1, 2022, concerning beneficial ownership of the voting securities of the Company by entities and persons who beneficially own more than 5% of the voting securities of the Company. The determinations of “beneficial ownership” of voting securities are based upon Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This rule provides that securities will be deemed to be “beneficially owned” where a person has, either solely or in conjunction with others, (1) the power to vote or to direct the voting of securities and/or the power to dispose or to direct the disposition of the securities or (2) the right to acquire any such power within 60 days after the date such “beneficial ownership” is determined.

100% of the Company’s 16,862,210 outstanding common shares are owned by GWL&A Financial Inc., 8515 East Orchard Road, Greenwood Village, Colorado 80111.

100% of the outstanding common shares of GWL&A Financial Inc. are owned by Great-West Lifeco U.S. LLC, 8515 East Orchard Road, Greenwood Village, Colorado 80111.

100% of the outstanding common shares of Great-West Lifeco U.S. LLC are owned by Great-West Financial (Nova Scotia) Co., 600-1741 Lower Water Street, Halifax, Nova Scotia, Canada B3J 0J2.

100% of the outstanding common shares of Great-West Financial (Nova Scotia) Co. are owned by Great-West Lifeco Inc., 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 1V3.

70.66% of the outstanding common shares of Great-West Lifeco Inc. are controlled, directly or indirectly, by Power Financial Corporation, 751 Victoria Square, Montréal, Québec, Canada H2Y 2J3, representing approximately 65% of the voting rights attached to all outstanding voting shares of Great-West Lifeco Inc.

100% of the outstanding common shares of Power Financial Corporation are owned by Power Corporation of Canada, 751 Victoria Square, Montréal, Québec, Canada H2Y 2J3.

The Desmarais Family Residuary Trust, c/o San Palo Investments Corporation, 759 Square Victoria, Suite 520, Montréal, Québec, Canada H2Y 2J7, directly and through a group of private holding companies which it controls, has voting control of Power Corporation of Canada.

As a result of the chain of ownership described in paragraphs (1) through (7) above, each of the entities and persons listed in paragraphs (1) through (7) would be considered under Rule 13d-3 of the Exchange Act to be a “beneficial owner” of 100% of the outstanding voting securities of the Company. As described above, the Company’s ultimate controlling person is the Desmarais Family Residuary Trust (the “Trust”), which controls the Company’s ultimate parent company, Power Corporation. As of December 31, 2021, the outstanding capital stock of Power Corporation consists of 621,756,088 Subordinate Voting Shares (“SVS”) carrying one vote per share and 54,860,866 Participating Preferred Shares (“PPS”) carrying 10 votes per share; hence the total voting rights are 1,170,364,748. The Trust exercises control over Pansolo Holding Inc. (“Pansolo”), which directly and indirectly owns 48,363,392 SVS and 54,715,456 PPS, entitling Pansolo to an aggregate percentage of voting rights of 595,517,952 or 50.88% of the total voting rights attached to the shares of Power Corporation.

As of 31 December 2021, under customary credit facilities of Pansolo, Pansolo has pledged 54,697,962 Participating Preferred Shares and 19,363,392 Subordinate Voting Shares of Power Corporation to certain Canadian bank lenders as security for its obligations thereunder. Immediately before and after such pledge, Pansolo directly and indirectly owned 54,715,456 Participating Preferred Shares and 48,363,392 Subordinate Voting Shares in the aggregate.

Security Ownership of Management

The following tables set out the number of equity securities and exercisable options for equity securities of the Company or any of its parents or subsidiaries, beneficially owned, as of January 1, 2022, by (i) the directors of the Company (ii) the Named Executive Officers and (iii) the directors and executive officers of the Company as a group.

Directors	Great-West Lifeco Inc.(1)	Power Corporation of Canada(2)
J.L. Bernbach	—	—
R. Bienfait	—	18,492
J. Carney	—	—
M.R. Coutu	10,000	—
A. Desmarais	350,000	15,991,445 5,426,475 options
P. Desmarais, Jr.	100,000	15,161,049 5,426,475 options
G.A. Doer	—	—
G.J. Fleming	—	—
C. Généreux	—	21,168 638,657 options
A. Louvel	—	—
P.B. Madoff	—	—
P.A. Mahon	225,644	—
E.F. Murphy III	296,460 options	—
R.J. Orr	20,000	550,210 3,086,292 options
R.L. Reynolds	—	—
T. Timothy Ryan, Jr.	—	40,887
J.J. Selitto	—	—
G.D. Tretiak	—	26,786 527,384 options
B.E. Walsh	—	—

Named Executive Officers	Great-West Lifeco Inc.(1)	Power Corporation of Canada(2)
E.F. Murphy III	296,460 options	—
A.S. Bolotin	102,600 options	—
R.H. Linton	54,220 options	—
W.J. McDermott	49,840 options	—
J.M. Smolen	43,031 18,120 options	—

Directors and Executive Officers as a Group	Great-West Lifeco Inc.(1)	Power Corporation of Canada(2)
	748,675 521,240 options	31,810,037 15,105,283 options

(1)

All holdings are common shares, or where indicated, exercisable options for common shares of Great-West Lifeco Inc.

(2)

All holdings are subordinate voting shares, or where indicated, exercisable options for subordinate voting shares of Power Corporation of Canada.

The subordinate voting shares and exercisable options for subordinate voting shares of Power Corporation of Canada held by the directors and executive officers as a group represent 7.6% of the total number of subordinate voting shares and exercisable options for subordinate voting shares of Power Corporation of Canada outstanding.

None of the remaining holdings set out above exceeds 1% of the total number of shares and exercisable options for shares of the class outstanding.

Transactions with Related Persons, Promoters and Certain Control Persons

(a)

There are no transactions to report.

(b)

The Company’s Board of Directors has a Conduct Review Committee which acts pursuant to a written Charter and procedures (together, the “procedures”). Messrs. Bernbach and Louvel serve on the Conduct Review Committee.

The Conduct Review Committee, in accordance with the procedures, considers and approves transactions between the Company or its subsidiaries and (i) the directors and senior officers of the Company or its affiliates, including their spouses and minor children; (ii) its affiliates; and (iii) companies controlled by a director or senior officer of the Company or its affiliates, or their spouses or minor children. Control and affiliation is defined as a 10% voting interest or 25% ownership interest, but does not include subsidiaries of the Company.

Among other criteria, the Conduct Review Committee considers whether such transactions were on market terms and conditions, including interest rates and fees, as those prevailing at the time for comparable transactions with third parties. Such review also considers the Company’s established conflict of interest guidelines with respect to the transaction, as set forth in the Company’s Code.

There were no reportable related party transactions during the Registrant’s most recently completed fiscal year where the aforementioned procedures did not require review, approval or ratification or where the procedures were not followed.

Risks Associated with the Company

The following provides a description of certain material risks that could affect the Company’s business, reputation, financial condition or results of operations. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the risks related to our businesses and products described elsewhere in this Prospectus. Many of these risks are interrelated and occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially increase the severity of the impact on our business, liquidity, financial condition and results of operations.

Risks Related to COVID-19

The COVID-19 pandemic has adversely affected and may continue to affect our business, results of operations and financial condition, including through the exacerbation of other risks that we are subject to.

The near and long-term implications and consequences of the ongoing COVID-19 pandemic (the “Pandemic” ) have raised several challenges that have affected, and will likely continue to impact, the Company’s business strategy. Unprecedented disruptions to daily life, businesses, supply chains, and economic growth have created challenges to our business ecosystem elevating risks to meeting objectives. Many factors remain unknown or in flux, such as the severity, depth and length of the Pandemic, the deployment and efficacy of vaccines, vaccine hesitancy, the emergence of new variants and the broader financial impacts of monetary accommodation and fiscal stimulus and the broader societal impacts. This uncertainty and the cross-accumulation of risks require that the Company maintain its resilience and flexibility in order to manage the impacts of the Pandemic.

Adverse changes and developments affecting the global economy, including significant global economic disruption, previous and potential future stock market decline and increased financial market volatility, individually and in the aggregate, have had, and will likely continue to have, negative effects on our overall investment portfolio. U.S. and global equity markets have experienced material and rapid declines and although price recovery across many sectors has followed, markets continue to experience significant volatility. Government and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and efficacy of these government and central bank interventions is unknown at this time. Inflationary pressures remain elevated, with consumer price indices reaching levels not seen in decades. While the impacts of inflation risk on a stand-alone basis are modest, rising prices present a headwind to economic recovery, and prolonged and elevated inflation presents broader challenges. Central bank policies to combat inflation may also present significant challenges that could lead to market disruptions, and increased costs of deficit financing and corporate defaults. A sharp rise in interest rates may result in increased lapse risk in some of our products, together with second order impacts on equity prices.

The Company has exposure to certain segments of the economy within its investment portfolio that have been negatively impacted by the Pandemic. The Company’s real estate investments expose it to negative impacts from increased vacancies, lease renegotiations or defaults and property price declines, negative impacts from the deferral of mortgage payments, renegotiated commercial mortgage loans or outright mortgage defaults. In addition, the Company has exposures to certain other industries negatively impacted by the recent economic downturn, such as energy, transportation and retail. Market volatility may also create dislocations or decreases in observable market activity or availability of information used in the valuation of the Company’s assets and liabilities, which could have a negative impact on the estimates and assumptions used to run the Company’s business.

The Company’s employees, sales associates, brokers and distribution partners, as well as the workforce of vendors, services providers and counterparties with which the Company does business, may also be adversely affected by the Pandemic or efforts to

mitigate the Pandemic, including government-mandated shutdowns, requests or orders for employees to work remotely, and other physical distancing measures.

Certain pre-existing operational risks may be exacerbated, notably with respect to potential cybersecurity-related attacks, privacy risk incidents, fraud, increased reliance on technology, operational resilience and risks related to the operations and resiliency of Company vendors, third-party suppliers and counterparties. Further, new and potentially unforeseen risks beyond those described above may arise as a result of the Pandemic and the actions taken by governmental and regulatory authorities to mitigate its impact. Even after the crisis subsides, it is possible that the U.S. and other major economies will experience a prolonged recession, in which event our businesses, results of operations and financial condition could be materially and adversely affected.

The Company is monitoring the situation closely and has implemented processes for the continuation of operations and to support the well-being of customers, employees and broader communities. The risks associated with the Pandemic (financial, operational, strategic, regulatory and other risks) are being managed within the Company’s existing risk management framework.

See “Recent Events” under Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Impact of COVID-19 on significant judgments, estimates and assumptions” in the Notes to Statutory Financial Statements included in this Prospectus for further discussion of the impact of the Pandemic on the Company.

Business Risks

Competition could negatively affect the ability of the Company to maintain or increase market share or profitability.

The industry in which the Company operates is highly competitive. The Company’s competitors include insurance companies, mutual fund companies, banks, investment advisors, and certain service and professional organizations. Although there has been consolidation in some sectors, no one competitor is dominant. Customer retention is a key factor for continued profitability. Our customers could shift their funds to competitors’ products or services for any number of reasons, including investment performance, changes in prevailing interest rates, changes in customer investment preferences, changes in our reputation in the marketplace, changes in customer management or ownership, loss of key investment management personnel and financial market performance. In addition, technological advances, changing customer expectations, including related to digital offerings, or other changes in the marketplace may present opportunities for new or smaller competitors without established products or distribution channels to meet consumers’ increased expectations more efficiently than us. New market entrants, including Fintech and Insurtech companies, have the potential to disrupt the global financial services industries and continue to make gains in the domestic financial services industry.

As with all financial services companies, our ability to conduct business depends on consumer confidence in the industry and our financial strength. Actions of competitors, and financial difficulties of other companies in the industry, and related adverse publicity, could undermine consumer confidence and harm our reputation. Management cannot be certain that the Company will be able to maintain its current competitive position in the markets in which it operates, or that it will be able to grow its business or expand its operations into new markets. If the Company fails to do so, its business, results of operations, and financial condition could be materially and adversely affected.

Acquisitions, dispositions and business reorganizations may not produce anticipated benefits and could result in operating difficulties, unforeseen liabilities, asset impairments or rating agency actions, which may adversely affect the Company’s operating results and financial condition.

The Company has engaged in material disposition and acquisitions of businesses in the past and may continue to do so in the future. Such activity exposes the Company to a number of risks. For example, there could be unforeseen liabilities or asset impairments, including goodwill impairments that arise in connection with acquired businesses or those that may be acquired in the future. Factors such as receiving the required governmental or regulatory approvals to close the transaction, delays in implementation or completion of transition activities or a disruption to the Company’s ongoing business could negatively impact results.

The Company’s ability to achieve certain benefits which are anticipated from acquisitions of businesses will depend in large part upon the Company’s ability to successfully integrate such businesses in an efficient and cost-effective manner. The Company may not be able to integrate such businesses smoothly or successfully, and the process may take longer than expected. The integration of operations and differences in operational culture may require the dedication of significant management resources, which may result in greater expenditures than expected to integrate the acquired businesses. Integrating acquired operations with existing operations may require the Company to coordinate geographically separated organizations, address possible differences in culture and management philosophies, merge financial processes and risk and compliance procedures, combine separate information technology platforms, and integrate organizations that were previously closely tied to the former parent of the acquired business or

other service provider. If the Company is unable to successfully integrate the operations of acquired businesses, it may be unable to realize the benefits it expects to achieve as a result of such acquisitions.

Once completed, acquisitions and dispositions may not perform as projected, expense synergies and savings may not materialize as expected and costs associated with the transaction or related transition services may be greater than anticipated. The Company’s financial results could be adversely affected by:

•potential difficulties achieving projected financial results, including the costs and benefits of integration or deconsolidation, due to macroeconomic, business, demographic, actuarial, regulatory, or political factors;

•negative reactions to a transaction by policyholders and contract-holders, participants, distributors, suppliers, plan sponsors and advisors and other clients and potential customers;

•ratings agency warnings or downgrades;

•unanticipated performance issues;

•unforeseen liabilities;

•transaction-related charges;

•diversion of management time and resources;

•loss of key personnel or higher than expected employee attrition rates;

•inefficiencies as we integrate operations and address differences in cultural, management, information, compliance and financial systems and procedures; and

•charges for indemnification and impairment of long-term assets or goodwill.

Restructuring or consolidating the legal entities through which the Company conducts its business may raise similar risks. The Company’s ability to realize benefits from such restructuring will depend on its ability to address those risks, including regulatory approvals, modification of operations and changes to investment portfolios. Any of these risks, if realized, could prevent the Company from achieving the benefits it expects or could otherwise have a material adverse effect on its business, results of operations or financial condition.

The Company may experience difficulty in marketing and distributing products through its current and future distribution channels.

The Company distributes its retirement plan products and services through a variety of distribution channels, advisors and consultants, retail financial institutions, and its own internal sales force. In some areas, the Company generates a significant portion of its business through third-party arrangements. The Company’s management periodically negotiates provisions and renewals of these relationships and there can be no assurance that such terms will remain acceptable to either party. The loss of access to a distribution channel or an interruption in the continuing relationship with a significant number of these third parties could materially affect the Company’s ability to market and sell its products.

The Company must attract and retain productive internal sales representatives to sell its products. If the Company is unsuccessful in attracting and retaining sales representatives with demonstrated abilities, its results of operations and financial condition could be adversely affected.

If the Company is unable to attract and retain key officers and employees, its ability to meet its business objectives could be adversely affected.

The Company depends on its ability to attract, retain, train and develop the right talent through recruitment, talent management and succession planning programs and practices in order to meet its business objectives. Due to the intense competition within the financial services industry for key employees with necessary and demonstrated skills and abilities, the Company and its subsidiaries may be unable to hire or retain such employees. In addition, the Company may experience higher than expected employee turnover and difficulty attracting new employees, including as a result of the impact of the Pandemic and related impacts on wellness, productivity and performance of its existing employees. Inability to retain the Company’s key officers and employees could have an adverse effect on operations that could be material, given their skills, knowledge of the Company’s business, years of industry experience and the potential difficulty of promptly finding qualified replacement employees. The Company’s results of operations and financial condition could be adversely affected if it is unsuccessful in attracting and retaining such key employees.

Deviations from assumptions regarding future persistency, mortality, morbidity, longevity, credit experience, equity market and interest rates used in calculating liabilities for future policyholder benefits and claims could adversely affect the Company’s results of operations and financial condition.

The Company establishes and carries, as a liability, reserves based on estimates of how much it will need to pay for future benefits and claims. Future policy benefits do not represent an exact calculation of liability. Rather, future policy benefits represent an estimate of what management expects the ultimate settlement and administration of benefits will cost. These estimates, which generally involve actuarial projections, are based upon management’s assessment of facts and circumstances then known, as well as estimates of future trends in persistency (how long a contract stays with the Company), mortality, judicial theories of liability, interest rates, and other factors. These variables are affected by both internal and external events, such as changes in market and interest rate conditions, catastrophic events, inflation, judicial trends, and legislative changes. Many of these items are not directly quantifiable in advance. For example, the increased occurrence of near-zero or negative interest rates can make it difficult to model future interest rates as interest rate models have been generally calibrated in an environment of positive interest rates. As a result, these methods may be less effective in forecasting future exposures than they were historically.

The Company’s life insurance products are exposed to the risk of catastrophic events, including pandemics, such as the Pandemic, terrorist attacks, or other such events that cause a large number of deaths. Additionally, there may be a significant reporting delay between the occurrence of an insured event and the date it is reported to the Company. The inherent uncertainties of estimating policy and contract claim liabilities are greater for certain types of liabilities, particularly those in which the various considerations affecting the type of claim are subject to change and in which long periods of time may elapse before a definitive determination of liability is made. Liability estimates including estimated premiums the Company will receive over the assumed life of the policy are continually refined in a regular and ongoing process as experience develops and further claims are reported and settled. Adjustments to policy benefit liabilities are reflected in the Company’s consolidated statement of income in the period in which adjustments are determined. Because setting policy benefit liabilities is inherently uncertain, there can be no assurance that current liabilities will prove to be adequate in light of subsequent events.

A downgrade or potential downgrade in the Company’s financial strength or claims paying ratings could result in a loss of business and negatively affect results of operations and financial condition.

The Company is rated by a number of nationally recognized rating agencies. The ratings represent the opinion of the rating agencies regarding the Company’s financial strength and its ability to meet ongoing obligations to policyholders. Claims paying ability and financial strength ratings are factors in establishing the competitive position of insurers. A rating downgrade, or the potential for such a downgrade, may negatively impact new sales and adversely affect the Company’s ability to compete and thereby have a material effect on its business, results of operations, and financial condition. Such a downgrade of the Company or any of its rated insurance subsidiaries could, among other things, materially increase the number of policy surrenders and withdrawals by policyholders of cash values from their policies, adversely affecting relationships with broker-dealers, banks, agents, wholesalers, and other distributors of its products and services. This may result in cash payments requiring the Company to sell invested assets, including illiquid assets such as privately placed bonds and mortgage loans, at a price that may result in realized investment losses. These cash payments to policyholders result in a decrease in total invested assets and a decrease in net income. In addition, negative changes in the Company’s credit ratings may increase the Company’s cost of borrowing or result in borrowing being unavailable to the Company on terms that are acceptable to it.

Counterparties with whom the Company transfers risk may be unable or unwilling to do business with the Company.

The Company mitigates market risks through the use of derivative transactions with approved counterparties. Should some or all of these counterparties be unwilling or unable to continue to offer derivatives to the Company, the cost of purchasing these financial instruments may increase and/or the Company may not be able to continue to transfer certain risks, thereby increasing its exposure to a financial loss.

Vendors and suppliers that fail to meet the Company’s performance standards or suffer losses due to information security breaches, fraud or negative events may adversely affect our results and reputation.

The Company depends on a large number of third-party vendors and suppliers to successfully operate its business and deliver on its commitments to its clients and participants. The Company and its subsidiaries strategically engage these vendors to maintain cost efficiency, to optimize internal resources and capital and to utilize skills, expertise and resources not otherwise available within the Company. Vendors are engaged based on our prescribed vendor risk management principles in our Vendor Risk Management Policy. Vendors that do not meet the Company’s standards or expectations for performance, or that suffer losses or failures due to information security breaches, fraud or other external events, may have a negative impact on the Company’s ability to operate its business, its financial results and its reputation.

Financial Risks

Market volatility and general economic conditions may adversely affect the Company’s results of operations and financial condition.

The risk of fluctuations in market value of the separate account assets, proprietary mutual funds, proprietary collective trusts, and external mutual funds is borne by the Company’s policyholders. Fee income for administering and/or managing these assets, however, is generally set as a percentage of those assets. Accordingly, fluctuations in the market value of these assets may result in fluctuations in revenue. On certain products, the Company offers guarantees to policyholders to protect them against the risk of adverse market performance, including guaranteed minimum death benefits and guaranteed lifetime withdrawal benefits. When equity markets decline, the Company is at a greater risk of having to pay guaranteed benefits that exceed available policyholder account balances, and will therefore have to increase its reserves for these benefits, resulting in a financial loss. While the Company does have hedging programs in place to reduce the market risk associated with these guarantees, no assurance can be provided that these programs will generate the returns that will be needed to meet policyholder obligations relating to these guarantees.

The Company manages or administers its general and separate accounts in support of cash and liquidity requirements of its insurance and investment products. The Company’s general account investment portfolio is diversified over a broad range of asset classes but consists primarily of domestic fixed income investments. The fair value of these and other general account invested assets fluctuates depending upon, among other factors, general economic and market conditions. In general, the market value of the Company’s general account fixed maturity securities portfolio increases or decreases in inverse relationship with fluctuations in interest rates.

Additionally, the Company may, from time to time, for business, regulatory, or other reasons, elect or be required to sell certain of its general account invested assets at a time when their fair values are less than their original cost, resulting in realized capital losses, which would have an adverse effect on the results of operations and financial condition.

Interest rate fluctuations could have a negative impact on the Company’s results of operations and financial condition.

Interest rate risk includes the risk of loss resulting from the effect of the volatility and uncertainty of future interest rates on asset cash flows relative to liability cash flows and on assets backing surplus. This also includes changes in the amount and timing of cash flows related to asset and liability optionality, including interest rate guarantees and book value surrender benefits in the liabilities. During periods of prolonged low interest rates, investment earnings may be lower because the interest earned on new fixed income investments will likely have declined with the market interest rates. Also, early repayment on certain investments held such as mortgage-backed securities, asset-backed securities, and callable bonds, may occur and proceeds reinvested at lower yields, which will reduce investment margins. In addition, life insurance and annuity products may be affected by increased premium payments on products with flexible premium features and a higher percentage of insurance policies remaining in-force from year to year on products with minimum guarantees. Although the Company invests in a broad range of asset classes, it is primarily invested in domestic fixed income securities. Accordingly, during periods of sustained low interest rates, an adverse effect on the results of operations and financial condition may result from a decrease in the spread between the earned rate on the Company’s assets and either the interest rates credited to policyholders or the rates assumed in reserve calculations. Several products have current credited interest rates that are at or approaching their minimum guaranteed credited rate, which could have an adverse effect on the results of operations and financial condition due to spread compression.

The Company has hedging and other risk mitigating strategies to reduce the risk of a volatile interest rate environment. However, there can be no assurance that it would be fully insulated from realizing any losses on sales of securities. In addition, regardless of whether the Company realized an investment loss, potential withdrawals would produce a decrease in invested assets, with a corresponding adverse effect on the results of operations and financial condition.

Ratings downgrades and/or increased default rates on our investment portfolios may adversely affect the Company’s results and financial position.

The occurrence of a major economic downturn, widening credit risk spreads, acts of corporate malfeasance or other events that adversely affect the issuers or guarantors of securities or the underlying collateral of structured securities could cause the estimated fair value of the Company’s bond portfolio to decline and/or cause the default rate of the bonds in its investment portfolio to increase, which could cause a corresponding decrease to earnings. A ratings downgrade affecting issuers or guarantors of particular securities, or similar trends that could worsen the credit quality of issuers of securities in the Company’s investment portfolio, could also have a similar effect on earnings. Similarly, a ratings downgrade affecting a security the Company holds could

indicate the credit quality of that security has deteriorated and could increase the capital the Company must hold to support that security to maintain regulatory capital ratios and cause them to increase reserves.

The Company may not be able to secure financing to meet the liquidity or capital needs of the Company.

While the Company monitors its liquidity and capital on a regular basis, it may need to seek external financing if available internal levels of liquidity or capital are insufficient. Liquidity demands include but are not limited to the payment of policyholder benefits, collateral posting as required under our agreements with counterparties, the payment of operating expenses, and the servicing of debt. Capital demands could result from the growth of new business, a change in investment strategy, an investment in systems or other infrastructure, or a deterioration of the Company’s capital arising from financial losses. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit in financial markets, the overall availability of credit to the financial services industry, the volume of trading activities in financial markets, the Company’s credit ratings and credit capacity, and the perception of customers or lenders of the Company’s long or short-term financial strength. If the Company is unable to secure external financing to meet a liquidity or capital shortfall, it may be required to curtail its operations, sell assets or reinsure liabilities, make changes to the investment strategy, or discontinue the use of certain derivatives, which could have a detrimental impact on the financial strength of the Company.

Legal, Regulatory and Compliance Risks

The insurance and financial services industries are heavily regulated and changes in regulation may reduce profitability.

The Company and certain of its subsidiaries are subject to extensive Federal and state legal and regulatory requirements in the jurisdictions in which they operate. These requirements cover most aspects of the Company’s operations including capital adequacy, privacy, liquidity and solvency, investments, the sale and marketing of insurance and retirement plans and financial products, the business conduct of insurers, asset managers and investment advisors as well as reinsurance processes. Material changes in the legal or regulatory framework or the failure to comply with legal and regulatory requirements could have an adverse effect on the Company that could be material.

Federal and State regulators regularly re-examine existing laws and regulations applicable to financial and retirement services providers, insurance companies, investment advisors, broker-dealers and their products and distribution methods. Compliance with applicable laws and regulations can be time and resource intensive, and changes in these laws and regulations or in the interpretation or enforcement thereof, may materially increase direct and indirect compliance costs and other expenses of doing business, thus having an adverse effect on the Company’s results of operations and financial condition. It is not possible to predict whether future legislation or regulation adversely affecting the Company’s business will be enacted and, if enacted, the extent to which such legislation will have an effect on the Company or its competitors. Furthermore, there can be no assurance as to which of the Company’s specific products would be impacted by any such legislative or regulatory reform.

The business, operations and accounts of the Company and its key operating subsidiaries are subject to examination by the Colorado Department of Insurance and other regulators. These regulators may from time to time raise issues during examinations or audits of the Company and its subsidiaries that could have a negative impact on the Company. In addition, the National Association of Insurance Commissioners, a national regulatory coordination organization among state insurance regulators, has also prescribed Risk-Based Capital (“RBC”) rules and other financial ratios for life insurance companies. The calculations set forth in these rules are used by regulators to assess the sufficiency of an insurer’s capital and measure the risk characteristics of an insurer’s assets, liabilities, and certain off-balance sheet items. RBC is calculated by applying factors to various asset, premium, face amount, and liability items. Although the Company’s RBC levels are currently well in excess of those required by its regulators, there can be no assurances made that the Company would continue to maintain these levels.

Changes in U.S. federal income tax law could make some of the Company’s products less attractive to consumers and increase its tax costs.

Congress, as well as state and local governments, considers from time-to-time legislation that could change the Company’s tax costs and increase or decrease its ability to use existing tax credits. Future changes in U.S. federal income tax law could lessen or eliminate some of the tax advantages currently benefitting the Company, its policyholders or its other clients or could make some of the Company’s products less attractive to consumers. For example, the following events could adversely affect the Company’s business:

•Changes in tax laws that would reduce or eliminate tax-deferred accumulation of earnings on the premiums paid by the holders of annuities products;

•Reductions in the federal income tax that investors are required to pay on long-term capital gains and on some dividends paid on stock that may provide an incentive for some of the Company’s customers and potential customers to shift assets into mutual funds and away from products, including life insurance and annuities, designed to defer taxes payable on investment returns;

•Changes in the availability of, or rules concerning the establishment, operation, and taxation of, Section 401, 403(b), 408, and 457 plans; and

•Repeal of the federal estate tax or changes in the tax treatment of life insurance death benefits.

Further, future changes in tax rates could impact the Company’s tax costs, which could affect the consolidated financial statements in several ways. For example, an increase in the federal corporate income tax rate could affect the consolidated financial statements as follows, and a decrease in the rate could have the opposite impacts:

•A higher effective tax rate could have an unfavorable impact on net income over the period that the higher rate remains in effect;

•An increase in certain deferred tax liabilities, which would have an immediate unfavorable impact on net income in the period during which the higher rate came into effect;

•An increase in certain deferred tax assets, which would have an immediate favorable impact on net income in the period during which the lower tax rate came into effect; and

•An increase in tax rates could affect the timing of recognizing tax benefits.

The Company cannot predict whether any legislation will be enacted, what the specific terms of any such legislation will be, or how, if at all, such legislation could have an adverse effect. However, should this risk materialize, it could have an adverse effect on the Company’s future results of operations and financial position, potentially through lower product sales, changes in investor preferences and behavior, and increased lapses of policies.

The Company’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could adversely affect its business, results of operations, and financial condition.

Management of operational, legal, regulatory, and financial risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. Management has devoted significant resources to develop the Company’s risk management and disaster recovery policies and procedures. However, policies and procedures may not be fully effective and may leave the Company exposed to unidentified and unanticipated risks. The Company may be subject to disruptions of its operating systems or its ability to conduct business from events that are wholly or partially beyond its control such as a natural catastrophe, act of terrorism, pandemic, or electrical/telecommunications outage.

A failure in cyber or information security systems could result in a loss or disclosure of confidential information, damage the Company’s reputation, and could impair its ability to conduct business effectively.

The Company depends heavily upon computer systems to provide reliable service, as a significant portion of the Company’s operations relies on the secure processing, storage, and transmission of confidential or proprietary information and complex transactions. Despite the implementation of a variety of security measures, the Company’s computer systems could be subject to physical and electronic break-ins, cyber attacks, and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and other third parties, or may originate internally from within the Company.

If one or more of these events occurs, it could potentially jeopardize the confidential or proprietary information, including personally identifiable non-public information, processed and stored in, and transmitted through, the computer systems and networks. It could also potentially cause interruptions or malfunctions in the operations of the Company, its customers, or other third parties. This could result in damage to the Company’s reputation, financial losses, litigation, increased costs, regulatory penalties, and/or customer dissatisfaction or loss. Although steps have been taken to prevent and detect such attacks, it is possible that the Company may not become aware of a cyber incident for some time after it occurs, which could increase its exposure to these consequences.

In addition, the Company is subject to a variety of laws and regulations in the United States and abroad regarding privacy, data protection and data security, and may become subject to further such laws and regulations in the future. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to the Company are often uncertain and may be conflicting, particularly with respect to foreign laws. For example, in April 2016 the European Commission adopted the General Data Protection Regulation (“GDPR”), which greatly increases the jurisdictional reach of its

laws and adds a broad array of requirements for handling personal data, such as the public disclosure of significant data breaches, privacy impact assessments, data portability and the appointment of data protection officers. Even though the Company does not operate in or sell its products within the European Union, the Company believes it is required to comply with certain requirements of the GDPR.

In the U.S., several states have recently enacted new laws and regulations regarding privacy and cybersecurity. The California Consumer Privacy Act, which is effective as of January 1, 2020, contains similar consumer protections to those in the E.U. GDPR and applies to companies doing business in California. The New York State Department of Financial Services (“NYDFS”) issued cybersecurity regulations, which became effective in March 2017, imposes an array of detailed security measures on covered entities. Both of these laws impact the Company’s and its subsidiaries’ businesses and they have taken steps designed to comply with them. In October 2017, the NAIC adopted a new Insurance Data Security Model Law, which is intended to establish the standards for data security and standards for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law, with provisions that are generally consistent with the NYDFS cybersecurity regulation. All of these evolving compliance and operational requirements impose costs that are likely to increase over time and may restrict the way services involving data are offered, all of which may adversely affect our results of operations.

The Company may be subject to litigation resulting in substantial awards or settlements and this may adversely affect its reputation and results of operations.

In recent years, life and accident insurance and financial service companies have been named as defendants in lawsuits, including class actions. A number of these lawsuits have resulted in substantial awards and settlements. There can be no assurance that any future litigation relating to matters such as the provision of insurance coverage or pricing and sales practices will not have a material adverse effect on the Company’s results of operations or financial position.

EXPERTS

~~The~~[To ~~statutory-basis~~be updated ~~financial statements included in this Prospectus have been audited~~ by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.amendment]

WHERE YOU CAN FIND MORE INFORMATION

This ~~prospectus~~Prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement.

The registration statement, including exhibits, contains additional relevant information about us. The complete registration statement and our other filings are available to the public from commercial document retrieval services and over the internet at 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.)

~~web site into this prospectus.)~~32

DEFINITIONS

The following is a listing of defined terms:

Account – A separate record maintained by the Plan Sponsor or its designee in the name of each ~~Certificate~~Retirement ~~Owner~~Plan participant which reflects his or her interests in the assets in both Covered Fund(s) and other investment options in the ~~IRA~~Retirement Plan.

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.

Alternate Payee – Any spouse, former spouse, child or other dependent of a ~~Certificate~~Retirement ~~Owner~~Plan participant, or other person allowed by law, who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of the benefit payable under ~~the~~a ~~IRA~~Retirement Plan with respect to such ~~Certificate~~Retirement ~~Owner~~Plan participant.

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.

Attained Age – The GLWB ~~Elector~~Participant’s age on the Ratchet Date.

Beneficiary – A person or entity named by the ~~Certificate~~Retirement ~~Owner~~Plan participant or the terms of the ~~IRA~~Retirement Plan to receive all or a portion of the Account atupon ~~his~~the ordeath ~~her~~of ~~death~~the Retirement Plan participant.

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~~Contract Contribution and is reduced proportionately for an Excess Withdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date. The Covered Fund ~~has its own~~ Benefit Base~~. The~~ ~~Covered Fund Benefit Base~~ cannot be transferred to another Covered Fund unless we require a Transfer as a result of the existing Covered Fund being eliminated or liquidated.

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

~~Certificate~~Contract Contributions – ~~This~~GLWB ~~document~~Participant ~~issued~~directed amounts received and allocated to the ~~Certificate~~GLWB ~~Owner~~Participant’s ~~which~~Covered ~~specifies~~Fund(s) including rollovers as defined under Section 402 of the ~~benefits,~~Code ~~rights~~and Transfers. Reinvested dividends, capital ~~privileges~~gains, and ~~obligations~~settlements arising from the Covered Fund(s) will not be considered Contract Contributions for the purpose of calculating the ~~Certificate~~Benefit ~~Owner~~Base ~~and~~but ~~Great-West~~will ~~under~~affect the ~~Group~~Covered ~~Contract~~Fund Value.

~~Certificate~~Code ~~Anniversary Date~~ – The ~~anniversary~~Internal Revenue Code of ~~the~~1986, ~~Certificate Election~~as ~~Date~~amended, orand ~~the~~all ~~preceding~~related ~~Business~~laws ~~Day~~and toregulations ~~the~~which ~~extent~~are ~~that~~in ~~the~~effect ~~Certificate~~during ~~Election~~the ~~Date~~term isof ~~not~~the aContract ~~Business~~and ~~Day~~Certificate.

~~Certificate~~Company ~~Contributions~~ – ~~Certificate~~Empower ~~Owner~~Annuity ~~directed~~Insurance ~~amounts~~Company ~~received~~of ~~and~~America, ~~allocated~~the toissuer of the ~~Certificate~~Contract ~~Owner’s Covered Fund~~(s)also ~~including~~referred ~~rollovers~~to as ~~defined~~“we,” ~~under Section 402 of the Code and Transfers. Reinvested dividends~~“us,” ~~capital gains~~“our,” ~~and~~or ~~settlements arising from the Covered Fund(s~~Empower) ~~will not be considered Certificate Contributions for the purpose of calculating the Benefit Base but will affect the Covered Fund Value~~.

~~Certificate~~Contract ~~Election Date~~ Owner – The ~~date~~owner onof ~~which~~ the ~~GLWB~~Contract ~~Elector, Alternate~~that ~~Payee~~is oridentified ~~Beneficiary~~on ~~elects~~ the ~~GLWB~~Contract ~~option~~Data inPage, ~~the~~which ~~Certificate~~generally ~~and~~is ~~pursuant to~~ the ~~terms~~Plan ~~of the Covered Fund(s) prospectus or disclosure document~~Sponsor. ~~The Certificate Election Date shall be the date upon which the initial Benefit Base is calculated.~~

~~Certificate~~Covered ~~Owner~~Fund – ~~The~~Interests ~~person~~in ~~named on~~ the ~~Certificate~~investment ~~Data~~options ~~Page.~~held ~~The~~in ~~Certificate~~the ~~Owner~~Account isdesigned for ~~entitled to exercise all of~~ the ~~benefits~~GLWB, ~~rights,~~as ~~and privileges under the Certificate while the Covered Person(s) is still living. The Certificate Owner must be a Covered Person.~~follows:

~~Code~~•Empower –SecureFoundation® ~~The~~Balanced ~~Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effect during the term of the Certificate.~~Fund

~~Company~~•Any –other ~~Great-West~~fund ~~Life~~as &approved ~~Annuity~~by ~~Insurance~~Empower ~~Company,~~for the ~~issuer~~ ~~of the Group~~ Contract and Certificate ~~(also referred to as “Great-West,” “we,” “us,” or “our”)~~.

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

•Great-West SecureFoundation® Balanced Fund

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

Covered Fund Value – The value of the Covered Fund held in the Account.

Covered Person(s) – For purposes of ~~the~~this ~~Certificate~~Contract, 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~~Participant’s spouse and the 100% primary beneficiary under the ~~IRA~~Retirement Plan.

Distributions – Amounts paid to a GLWB ~~Elector~~Participant from the Covered Fund pursuant to the terms of the ~~IRA~~Retirement Plan and the Code.

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. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to the Covered Fund Value as directed by the IRA Custodian and as agreed to by Great-West shall be treated as a Distribution or Excess Withdrawal for this purpose.33

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

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 Withdrawal Phase. The Excess Withdrawal reduces the Benefit Base, as described in the “Accumulation Phase” section. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to the Covered Fund Value as directed by the Plan Sponsor and as agreed to by Empower shall be treated as a Distribution or Excess Withdrawal for this purpose.

GLWB – A guaranteed lifetime withdrawal benefit.

GLWB ~~Elector~~Participant – A ~~Certificate~~Retirement ~~Owner~~Plan participant, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB; (ii) invested in the Covered Fund~~(s)~~; and (iii) a Covered Person.

~~Group~~Guaranteed ~~Contract~~Annual Withdrawal (GAW) – The ~~written~~annualized ~~agreement~~withdrawal amount ~~between~~that is guaranteed for the ~~Group Contract~~lifetime ~~Owner~~of ~~and~~the ~~Great-West~~Covered Person(s), subject to the terms of this Contract.

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

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.

Guaranteed Annual Withdrawal Phase (GAW Phase) – The period of time between the Initial Installment Date and the first day of the Settlement Phase.

Guaranteed Annual Withdrawal 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) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person, pursuant to Section 5.01.

Guarantee Benefit Fee – The asset charge periodically calculated and deducted from ~~your~~the GLWB Participant’s Covered Fund Value or assessed through another means of payment pursuant to the terms of the ~~Certificate~~Contract and while the Contract ~~Certificate~~ is in force.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the ~~IRA~~Retirement Plan 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.

Guarantee Trigger Date – ~~The date that the Certificate is purchased for the Great-West SecureFoundation® Lifetime Funds.~~ For the ~~Great-West~~Empower SecureFoundation® ~~Lifetime~~Balanced ~~Funds~~Fund, ~~the~~it ~~Certificate Owner does not purchase the Certificate until the first Business Day of the year that~~ is ~~ten years prior to~~ the date inthat the ~~name~~Covered ~~of the Great-West SecureFoundation® Lifetime~~ Fund. ~~The Guarantee Trigger Date~~ is ~~also the Certificate Election Date for the Great-West SecureFoundation® Lifetime Funds~~purchased.

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. If the Covered Fund Value is less than the amount of the final Installment in the GAW Phase, Empower will pay the Installment within 7 days from the Installment Date.

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

~~IRA~~Plan Sponsor – ~~The~~An ~~traditional~~entity ~~Roth~~maintaining orthe ~~other Individual~~ Retirement ~~Account established~~Plan ~~for~~on ~~the~~behalf ~~Certificate~~of ~~Owner~~Retirement ~~and~~Plan ~~the Certificate Owner’s beneficiaries~~participants, ~~for~~Alternate ~~which~~Payees aand ~~Certificate is issued~~Beneficiaries.

62Qualified Domestic Relations Order (QDRO) – A domestic relations order 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 Participant and that complies with the requirements of the Code, if applicable, that and is accepted and approved by the Contract Owner for the Retirement Plan, except as otherwise agreed.

Qualified Domestic Relations Order (QDRO) – A domestic relations order 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 and that complies with the requirements of the Code, if applicable, that and is accepted and approved by the Group Contract Owner for the IRA, except as otherwise agreed.

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~~Participant’s ~~Certificate~~ Election Date and each anniversary thereafter. During the GAW Phase, the Ratchet Date is the Initial Installment Date and each anniversary thereafter. 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.

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.34

~~Reset~~Request – An ~~optional~~inquiry ~~GLWB~~or ~~Elector~~instruction ~~election~~in ~~during~~a ~~the~~form ~~GAW~~satisfactory ~~Phase~~to Empower. inA ~~which~~valid Request must be: (i) received by Empower at the ~~current~~Administrative ~~GAW~~Office ~~Percentage~~in ~~and~~good ~~Benefit~~order; ~~Base~~and ~~may~~(ii) besubmitted ~~changed~~in toaccordance with the ~~GLWB~~provisions ~~Elector’s~~of the ~~Attained~~Contract, ~~Age~~or ~~GAW~~as ~~Percentage~~required ~~and~~by ~~Covered~~Empower. ~~Fund~~The ~~Value~~Request onis subject to any action taken by Empower before the ~~Ratchet~~Request ~~Date~~was processed.

~~Securities~~Reset ~~Act~~ – ~~The~~An ~~Securities~~optional ~~Act~~GLWB ofParticipant ~~1933,~~election asduring ~~amended~~the GAW Phase in which the current GAW Percentage and Benefit Base may be changed to the GLWB Participant’s Attained Age GAW Percentage and Covered Fund Value on the Ratchet Date.

~~Settlement Phase~~Retirement Plan – The ~~period~~name ~~when~~of the ~~Covered~~plan ~~Fund~~as ~~Value~~noted ~~has~~on ~~reduced to zero, but~~ the ~~Benefit~~first ~~Base~~page ~~is still positive. Installments continue under the terms~~ of the ~~Certificate~~Contract.

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 Contract.

Spouse – A person recognized as a spouse under federal law. The term does not include a party to a registered domestic partnership, civil union, or similar formal relationship recognized under state law that is not denominated a marriage under that state’s law.

Transfer – The reinvestment or exchange of all or a portion of the Covered Fund Value to or from the Covered Fund to: (i) another Covered Fund; or (ii) another investment option offered under the ~~IRA~~Retirement Plan.

63Vested % – The vested portion of the Covered Fund divided by the total Covered Fund Value.

APPENDIX A– COMPANY FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

~~MANAGEMENT'S~~[To ~~DISCUSSION~~be ~~AND~~updated ~~ANALYSIS~~by ~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (FOR THE 12 MONTH PERIOD ENDING DECEMBER 31, 2021)~~amendment]

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Appendix. The discussion and analysis in this Appendix includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in “Risk Factors Regarding the Company” and elsewhere in this prospectus, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities in 2021 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements. See “Forward-Looking Statements.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations of the Company for the three years ended December 31, 2021, 2020 and 2019, are as follows. This management discussion and analysis should be read in conjunction with the financial data contained in Item 8, “Financial Statements and Supplementary Data.”

Certain statements in this report constitute forward-looking statements. See “Business” in Item 1 of this report for additional factors relating to these statements, and see “Risk Factors” in Item 1A of this report for a discussion of certain risk factors applicable to the business and its financial condition and results of operations.

Executive Summary

The Company and its subsidiaries are providers of retirement services, insurance, and other financial service products to corporate, institutional, government and individual customers. Management considers the ability to continue to expand its presence in the United States defined contribution market to be its primary point of focus. The retirement services, savings, and investments marketplace is highly competitive. Competitors include insurance companies, banks, investment advisors, mutual fund companies, and certain service and professional organizations.

The Empower Retirement segment provides various retirement plan products (including IRAs) and investment options, as well as comprehensive administrative and recordkeeping services for financial institutions and employers, which include educational, advisory, enrollment, and communication services to employer-sponsored defined contribution plans and associated defined benefit plans. Defined contribution plans provide for benefits based upon the value of contributions to, and investment returns on, an individual’s account. The Individual Markets segment is closed and in run-off. It previously distributed life insurance, annuity, and retirement products to both individuals and businesses. Direct life insurance products in-force include participating and non-participating term life, whole life, universal life, and variable universal life. Effective June, 1, 2019, the Company completed the sale, via indemnity reinsurance, of substantially all of its Individual Markets live and annuity business to Protective Life Insurance Company (“Protective”). The Company retained a block of life insurance, predominately participant policies which are now administered by Protective.

The Company’s Other reporting segment is substantially comprised of corporate items not directly allocated to the other operating segments and interest expense on long-term debt.

Recent Events

On July 21, 2021, the Company announced its intent to acquire the full-service retirement business of Prudential Financial, Inc. Prudential's retirement recordkeeping business comprises more than 4,300 workplace savings plans, with approximately 4 million participants and $314 billion in assets. The transaction is expected to close in the second quarter of 2022 subject to customary regulatory approval.

On August 26, 2021, the Company issued a surplus note in the face amount of $1.2 billion to GWL&A Financial Inc. The proceeds are anticipated to be used to partially fund the acquisition of certain businesses from Prudential Financial, Inc. The note matures on December 31, 2051. The surplus note bears an interest rate of 4.2% per annum until December 31, 2026. Starting on December 31, 2026 and on every fifth anniversary of such date thereafter, the interest rate on the note is reset to equal the five-year U.S. Treasury Rate plus 3.4%.

Effective December 31, 2020, the Company completed the acquisition, via indemnity reinsurance (the “MassMutual transaction”), of the retirement services business of Massachusetts Mutual Life Insurance Company (“MassMutual”),

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strengthening Empower Retirement’s position as the second largest player in the U.S. retirement market. The Company paid a $2.3 billion reinsurance ceding commission, net of working capital adjustments. Per the transaction agreement, the Company acquired Statutory assets equal to liabilities.

On August 17, 2020, the Company completed the acquisition of Personal Capital Corporation (“Personal Capital”), a hybrid wealth manager that combines leading-edge digital experience with personalized advice delivered by human advisors. Under the terms of the agreement, the Company acquired the equity of Personal Capital for $825 million on closing and deferred consideration of up to $175 million subject to achievement of target growth objectives. An initial contingent consideration earn-out value of $20 million was recorded at December 31, 2020. The contingent consideration provision was increased by $80 million in 2021 for a total contingent consideration provision of $100 million at December 31, 2021. The increases in 2021 were due to growth in net new assets above the amount assumed at the date of acquisition. Changes in the fair value of the contingent consideration measured in accordance with the Merger Agreement subsequent to the completion of the purchase price allocation are recognized in operating and administrative expenses in the Consolidated Statements of Earnings.

As of December 31, 2020, the Company received capital contributions of $3.1 billion from GWL&A Financial Inc. The proceeds were used to finance the Personal Capital and MassMutual transaction.

On August 12, 2020, the Company issued a surplus note in the face amount of $528 million to GWL&A Financial Inc. The proceeds were used to finance the Personal Capital transaction. The surplus note bears an interest rate of 1.260% per annum and matures on August 12, 2025.

On January 1, 2020, the Company and its subsidiaries executed a strategy to simplify its corporate structure and affiliated transactions. The transaction included the following changes:

•Substantially all employees of GWL&A and its other subsidiaries were transferred to the subsidiary, Empower Retirement, LLC (“ERLLC”).

•ERLLC assumed all recordkeeping related revenues, and related expenses, either by direct assignment of contracts or through a transition services agreement between ERLLC, GWL&A, and GWL&A’s subsidiaries.

•Substantially all vendor contracts were assigned to ERLLC.

•ERLLC entered into an administrative services agreement whereby it provides corporate and other shared services to GWL&A and its affiliates and is reimbursed for expenses incurred.

As a result of this organizational change, the Company will focus primarily on insurance related activity.

The COVID-19 pandemic continues to cause material disruption to businesses globally, resulting in continued economic pressures. While rising vaccination rates have led governments in different regions to ease restrictions put in place, many factors continue to extend economic uncertainty, including but not limited to: the availability, adoption and uncertainty around the effectiveness of vaccines; the emergence of COVID-19 variants; and the extent and timing of related government and central bank actions. The Company has developed flexible strategies to manage the current environment and leverage opportunities for the future. The duration and impact of the COVID-19 pandemic continues to be unknown at this time. The results of the Company reflect management's judgments regarding the impact of prevailing market conditions.

The Coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) was enacted on March 27, 2020. Under the CARES Act, the U.S. Federal government authorized broad based economic relief and support for individuals and businesses, including changes to distribution and loan rules from employer retirement plans and Individual Retirement Accounts (“IRAs”) which are similar to the relief offered in prior disaster relief laws. The Company implemented the distribution and loan changes. The Internal Revenue Service (“IRS”) and the U.S. Department of Labor (“DOL”) subsequently issued an interpretive guidance on the CARES Act and the Company updated its CARES Act distribution and loan processes and procedures accordingly. The CARES Act distributions were allowed through December 31, 2020 and loans were allowed through September 22, 2020. The CARES Act did not prevent the Company from executing on its overall business strategy and growth objectives.

On December 10, 2019, the Company redeemed all $195 million aggregate principal amount of the 6.675% surplus note due November 14, 2034.

Effective June 1, 2019, the Company completed the sale, via indemnity reinsurance (the “Protective transaction”), of substantially all of its individual life insurance and annuity business to Protective Life Insurance Company (“Protective”) who now assumes the economics and risks associated with the reinsured business. Per the transaction agreement, the Company transferred statutory assets equal to liabilities. The business transferred included bank-owned and corporate-owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. The Company

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will retain a block of life insurance, predominantly participating policies which are now administered by Protective, as well as a closed reinsurance acquired block. Post-transaction, the Company will focus on the defined contribution retirement and asset management markets.

The Company entered into a coinsurance with funds withheld / modified coinsurance agreement with London Life International Reinsurance Corporation (“LLIRC”), an affiliate, to cede portions of its group annuity, whole life, and universal life policies effective December 31, 2016. On January 1, 2018, the Company terminated this 2016 agreement. On December 31, 2018, the Company entered into a modified coinsurance agreement with LLIRC pursuant to which it ceded portions of its group annuity policies. On August 14, 2020 LLIRC was renamed Canada Life International Reinsurance Corporation Limited (“CLIRBC”). On December 31, 2020 the original treaty was novated to Canada Life International Reinsurance (Barbados) Corporation (CLIRBC) and the quota share was increased. These transactions had large impacts to financial statement lines, but no material impact to statutory net income.

Market Conditions

The S&P 500 index ended 2021 up by 27% as compared to 2020, and 2020 was up by 16% when compared to 2019. The average of the S&P 500 index during the year ended December 31, 2021, was up by 33% when compared to the average for the year ended December 31, 2020, and the average was up by 10% for the year ended December 31, 2020, when compared to the average for the year ended December 31, 2019.

		Year Ended December 31,
S&P 500 Index	2021	2020	2019	2018	2017	2016
Index Close	4,766	3,756	3,231	2,507	2,674	2,239
Index Average	4,269	3,218	2,914	2,744	2,448	2,094

Variable asset-based fees earned by the Company fluctuate with changes in participant account balances. Participant account balances change due to cash flow and market gains and losses, which are primarily associated with changes in the United States equities market. Fee income increased by $165 million, or 159%, to $269 million for the year ended December 31, 2021, when compared to 2020, primarily due to fees from the separate account fee income due to the block of business acquired from MassMutual.

The 10-year U.S. Treasury rate ended 2021 up by 59 basis points as compared to 2020, while 2020 was down by 99 basis points when compared to 2019. The average of the 10-year U.S. Treasury rate during the year ended December 31, 2021 ended up by 56 basis points when compared to the average for the year ended December 31, 2020, and the average was down by 125 basis points for the year ended December 31, 2020, when compared to the average for the year ended December 31, 2019.

		Year Ended December 31,
10-Year Treasury Rate	2021	2020	2019	2018	2017	2016
Close	1.52%	0.93%	1.92%	2.69%	2.40%	2.45%
Average	1.45%	0.89%	2.14%	2.91%	2.33%	1.83%

Summary of Critical Accounting Judgments and Estimates

The Company prepares its statutory financial statements in conformity with accounting practices prescribed or permitted by the Division. The Division requires that insurance companies domiciled in the State of Colorado prepare their statutory financial statements in accordance with the National Association of Insurance Commissioners Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviations prescribed or permitted by the State of Colorado Insurance Commissioner.

The only prescribed deviation that impacts the Company allows the Company to account for certain separate account products at book value instead of fair value. The Division has not permitted the Company to adopt any other accounting practices that have an impact on the Company’s statutory financial statements as compared to NAIC SAP or the Division’s prescribed accounting practices. There is no impact to either capital and surplus or net income as a result of the prescribed accounting practice.

The Company has identified the following accounting policies, judgments, and estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:

•Valuation of investments

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•Impairment of investments

•Valuation of derivatives and related hedge accounting

•Impairment of goodwill

•Valuation of policy benefits

•Valuation of deferred taxes

Valuation of investments

The Company’s investments are in bonds, mortgage loans, real estate, contract loans, and other investments. The Company’s investments are exposed to three primary sources of risk: credit, interest rate, and market valuation. The financial statement risks, stemming from such investment risks, are those associated with the determination of fair values.

The fair values for bonds are generally based upon evaluated prices from independent pricing services. In cases where these prices are not readily available, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flow models with market observable pricing inputs such as spreads, average life and credit quality. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts of the Company’s financial instruments.

Impairment of investments

The Company evaluates its general account investments on a quarterly basis to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Assumptions and estimates about the issuer’s operations and ability to generate future cash flows are inherent in management’s evaluation of investments for other- than-temporary impairments (“OTTI”). The assessment of whether an OTTI has occurred is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. An OTTI is recorded (a) if it is probable that the Company will be unable to collect all amounts due according to the contractual terms in effect at the date of acquisition, (b) if the Company has the intent to sell the investment or (c) for non-interest related declines in value and where the Company does not have the intent and ability at the reporting date, to hold the bond until its recovery. Management considers a wide range of factors regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery. While all available information is taken into account, it is difficult to predict the ultimate recoverable amount from a distressed or impaired security. The evaluation of impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, the effects of changes in interest rates or credit spreads, and the recovery period.

If an OTTI has occurred on loan-backed and structured securities, the impairment amount is bifurcated into two components: the amount related to the non-interest loss and the amount attributed to other factors. The calculation of expected cash flows utilized during the impairment evaluation and bifurcation process is determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics, and current levels of subordination.

The determination of the calculation and the adequacy of the mortgage allowance for credit loss and mortgage impairments (when management deems it probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement) involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the mortgage provision allowance and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience, and other relevant factors.

Valuation of derivatives and related hedge accounting

Derivatives that qualify for hedge accounting treatment are valued using the valuation method (either amortized cost or fair value) consistent with the underlying hedged asset or liability. Derivatives where hedge accounting is either not elected or that are not eligible for hedge accounting are stated at fair value; changes in fair values are recognized in unassigned surplus in the period of change.

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The fair value of derivatives is determined by quoted market prices or through the use of pricing models. The determination of fair value, when quoted market values are not available, is based on valuation methodologies and assumptions deemed appropriate under the circumstances. Values can be affected by changes in interest rates, foreign currency exchange rates, financial indices, credit spreads, market volatility, and liquidity. Judgment is applied in determining the availability and application of hedge accounting designations and the appropriate accounting treatment under accounting guidance. If it were determined that hedge accounting designations were not appropriately applied, reported capital and surplus could be materially affected. Differences in judgment as to the availability and application of hedge accounting designations and the appropriate accounting treatment may result in a differing impact on the financial statements of the Company from that previously reported. Assessments of hedge effectiveness and measurements of ineffectiveness of hedging relationships are also subject to interpretations and estimations and different interpretations or estimates may have a material effect on the amount reported in capital and surplus.

Impairment of goodwill

Goodwill is from acquisitions of subsidiaries that are reported in common stock and other invested assets and is the excess of the purchase price over the book value of the entity acquired. Statutory goodwill is amortized to unrealized capital gains/(losses) over the period in which the Company benefits economically, not to exceed ten years. Admissible goodwill is limited in the aggregate to 10% of the Company’s adjusted capital and surplus. The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test. If the carrying value of goodwill exceeds its fair value, the excess is recognized as impairment and recorded as a realized loss in the period in which the impairment is identified.

Policy reserves

Life insurance and annuity policy reserves with life contingencies are computed on the basis of statutory mortality and interest requirements and without consideration for withdrawals. Annuity contract reserves without life contingencies are computed on the basis of statutory interest requirements.

Policy reserves for life insurance are valued in accordance with the provision of applicable statutory regulations. Life insurance reserves are determined principally using the Commissioner’s Reserve Valuation Method, using the statutory mortality and interest requirements, without consideration for withdrawals. Some policies contain a surrender value in excess of the reserve as legally computed. This excess is calculated and recorded on a policy-by-policy basis.

Premium stabilization reserves are calculated for certain policies to reflect the Company’s estimate of experience refunds and interest accumulations on these policies. The reserves are invested by the Company. The income earned on these investments is accumulated in this reserve and is used to mitigate future premium rate increases for such policies.

Policy reserves ceded to other insurance companies are recorded as a reduction of the reserve liabilities. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

Policy and contract claims include provisions for reported life and health claims in process of settlement, valued in accordance with the terms of the related policies and contracts, as well as provisions for claims incurred but not reported based primarily on prior experience of the Company. As such, amounts are estimates, and the ultimate liability may differ from the amount recorded. Any changes in estimates will be reflected in the results of operations when additional information becomes known.

The liabilities for health claim reserves are determined using historical run-out rates, expected loss ratios and statistical analysis. The Company provides for significant claim volatility in areas where experience has fluctuated. The liabilities represent estimates of the ultimate net cost of all reported and unreported claims which are unpaid at year-end. Those estimates are subject to considerable variability in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known; such adjustments are included in current operations.

Liability reserves for variable annuities with guarantees and universal life without secondary guarantees are valued in accordance with Principle-Based Reserving (PBR) methods, outlined in NAIC Valuation Manual Sections 20 and 21. PBR utilizes stochastic models to calculate levels of reserves to cover future benefits that would occur during possible poor future.

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Valuation of deferred taxes

A net deferred tax asset is included in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus which is recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events that have been recognized in either the Company’s statutory financial statements or tax returns. Deferred income tax assets are subject to admissibility limitations prescribed by statutory accounting principles which include estimates of future tax events. The change in deferred income taxes is treated as a component of the change in unassigned funds.

Company Results of Operations

Year ended December 31, 2021, compared with the year ended December 31, 2020

The following is a summary of certain financial data of the Company:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2021	2020
Premium income and annuity consideration	$6,327	$12,832	$(6,505)	(51)%
Net investment income	1,263	948	315	33%
Fee and miscellaneous income	520	104	416	400%
Reserve adjustment on reinsurance ceded	(1,519)	7,158	(8,677)	(121)%
Other	264	212	52	25%
Total income	6,855	21,254	(14,399)	(68)%
Policyholder benefits	15,213	4,057	11,156	275%
(Decrease) increase in aggregate reserves for life and accident health policies and contracts	(1,038)	16,449	(17,487)	(106)%
Other insurance benefits, expenses and commissions	497	3,255	(2,758)	(85)%
Net transfers from separate accounts	(8,135)	(809)	(7,326)	906%
Total benefits and expenses	6,537	22,952	(16,415)	(72)%
Net gain (loss) from operations after dividends to policyholders and before federal income taxes and net realized capital gains (losses)	318	(1,698)	2,016	(119)%
Federal income tax expense (benefit)	22	(20)	42	(210)%
Net gain (loss) from operations before net realized capital gains (losses)	296	(1,678)	1,974	(118)%
Net realized capital gains (losses) less capital gains tax and transfers to interest maintenance reserve	3	(17)	20	(118)%
Net income (loss)	$299	$(1,695)	$1,994	(118)%

The Company’s net income increased by $1,994 million, or 118%, to $299 million. The increase was primarily due to the non-recurrence of the ceding commission paid for the MassMutual acquisition in 2020, and growth in 2021 attributed to the acquired MassMutual business.

Premium income and annuity consideration decreased by $(6,505) million, or (51)%, to $6,327 million primarily due to the non-recurrence of initial premium from MassMutual in the previous year offset by new premium from MassMutual in the current year.

Net investment income increased by $315 million, or 33%, to $1,263 million primarily due to the income earned on the invested assets transferred from MassMutual.

Fee and miscellaneous income increased by $416 million, or 400%, to $520 million primarily due to the fees from separate account and interest on funds withheld acquired from MassMutual.

The reserve adjustment on reinsurance ceded changed by $(8,677) million, or (121)%, to $(1,519) million primarily due to non-recurrence of the increase from 40% to 90% on coinsurance ceded to CLIRBC in the prior year.

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Other income increased $52 million, or 25%, to $264 million, primarily due to the amortization of transactional IMR related to the MassMutual transaction and increase in the commissions ceded to CLIRBC due to the change in quota share to 90% in the current year from 40% in the previous year.

Policyholder benefits increased by $11,156 million, or 275%, to $15,213 million primarily due to the increase in surrenders related to the block of business acquired from MassMutual.

Change in aggregate reserves for life and accident health policies and contracts changed by $(17,487) million, or (106)%, to $(1,038) million primarily due to the non-recurrence of initial reserves acquired from MassMutual in the previous year.

Other insurance benefits, expenses and commissions decreased by $(2,758) million, or (85)%, to $497 million primarily due to the non-recurrence of the ceding commission paid to MassMutual in the previous year.

Net transfers from separate accounts changed by $(7,326) million, or 906%, to $(8,135) million primarily due to the transfers from the MassMutual block of business.

Year ended December 31, 2020, compared with the year ended December 31, 2019

The following is a summary of certain financial data of the Company:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2020	2019
Premium income and annuity consideration	$12,832	$(5,366)	$18,198	(339)%
Net investment income	948	1,099	(151)	(14)%
Fee and miscellaneous income	104	369	(265)	(72)%
Reserve adjustment on reinsurance ceded	7,158	(593)	7,751	(1,307)%
Other	212	274	(62)	(23)%
Total income	21,254	(4,217)	25,471	(604)%
Policyholder benefits	4,057	4,810	(753)	(16)%
(Decrease) increase in aggregate reserves for life and accident health policies and contracts	16,449	(8,139)	24,588	(302)%
Other insurance benefits, expenses and commissions	3,255	147	3,108	2,114%
Net transfers from separate accounts	(809)	(1,328)	519	(39)%
Total benefits and expenses	22,952	(4,510)	27,462	(609)%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	(1,698)	293	(1,991)	(680)%
Federal income tax (benefit) expense	(20)	(98)	78	(80)%
Net gain from operations before net realized capital gains	(1,678)	391	(2,069)	(529)%
Net realized capital gains less capital gains tax and transfers to interest maintenance reserve	(17)	(8)	(9)	113%
Net income	$(1,695)	$383	$ (2,078)	(543)%

The Company’s net income decreased by $(2,078) million, or (543)% , to $(1,695) million. The decrease was primarily due to the ceding commission paid to MassMutual. Excluding the MassMutual transaction, net income decreased from the prior year due to lower earnings in Individual Markets.

Premium income and annuity consideration increased by $18,198 million, or 339%, to $12,832 million primarily due to the initial reinsurance premium on the MassMutual transaction and non-recurrence of the initial reinsurance premium related to the Protective transaction, partially offset by higher reinsurance premiums ceded to CLIRBC.

Net investment income decreased by $(151) million, or (14)%, to $948 million primarily due to lower average invested assets due to the transfer of invested assets to Protective, partially offset by higher net investment income in Empower.

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Fee and miscellaneous income decreased by $(265) million, or (72)%, to $104 million primarily due to the transfer of non-insurance business to the Company's subsidiary, Empower Retirement, LLC and no fee income earned on the reinsured business in the current year.

The reserve adjustment on reinsurance ceded changed by $7,751 million, or 1,307%, to $7,158 million primarily due to an increase in amounts ceded to the Company's affiliate, CLIRBC.

Policyholder benefits decreased by $(753) million, or (16)%, to $4,057 million primarily due to no benefit expense in the current year on the business reinsured to Protective and decreases in general account and separate account surrender benefits in Empower.

Change in aggregate reserves for life and accident health policies and contracts changed by $24,588 million, or 302%, to $16,449 million primarily due to reserves acquired from MassMutual and non-recurrence of the cession of reserves related to Protective transaction.

Other insurance benefits, expenses and commissions increased by $3,108 million, or 2,114%, to $3,255 million primarily related to the ceding commission paid to MassMutual, interest maintenance reserve acquired from MassMutual, and non-recurrence of favorable release of interest maintenance reserve related to the Protective transaction.

Net transfers from separate accounts changed by $519 million, or 39%, to $(809) million primarily due to lower separate account surrenders and net flows to the general account.

Federal tax benefit decreased by $(78) million, or (80)%, to $20 million in 2020 primarily due to non-recurrence of the acceleration of tax benefits related to the Protective transaction.

Individual Markets Segment Results of Operations

Year ended December 31, 2021, compared with the year ended December 31, 2020

The following is a summary of certain financial data of the Individual Markets segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2021	2020
Premium income and annuity consideration	$20	$83	$(63)	(76)%
Net investment income	283	295	(12)	(4)%
Fee and miscellaneous income	13	16	(3)	(19)%
Reserve adjustment on reinsurance ceded	(415)	(372)	(43)	(12)%
Other	129	138	(9)	(7)%
Total income	30	160	(130)	(81)%
Policyholder benefits	92	120	(28)	(23)%
(Decrease) in aggregate reserves for life and accident health policies and contracts	(183)	(123)	(60)	49%
Other insurance benefits, expenses and commissions	61	75	(14)	(19)%
Net transfers from separate accounts	(2)	(1)	(1)	100%
Total benefits and expenses	(32)	71	(103)	(145)%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains (losses)	62	89	(27)	(30)%
Federal income tax expense (benefit)	(2)	2	(4)	(200)%
Net gain from operations before net realized capital (losses) gains	64	87	(23)	(26)%
Net realized capital (losses) gains less capital gains tax and transfers to interest maintenance reserve	1	(6)	7	(117)%
Net income	$65	$81	$(16)	(20)%

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Net income for the Individual Markets segment decreased by $(16) million, or (20)%, to $65 million. The decrease was primarily due to a decline in the retained block of business. This is a closed block of business in run-off since the Protective Transaction on June 1, 2019.

Premium income and annuity consideration decreased by $(63) million, or (76)%, to $20 million primarily due to lower premiums from participants as well as a decrease in modified coinsurance premium attributed to a decline in the profitability of the participating line of business as this is a closed block of business in run-off.

Reserve adjustment on reinsurance ceded changed by $(43) million, or (12)%, to $(415) million is primarily due to ceding higher death benefits which resulted in a higher release of ceded reserves.

Policyholder benefits decreased by $(28) million, or (23)%, to $92 million primarily due to lower retained death benefits in the participating line of business as compared to the prior year.

Change in aggregate reserves for life and accident health policies and contracts changed by $(60) million, or (49)%, to $(183) million primarily due to higher policyholder benefits paid and lower premiums in the current year as this is a closed block of business in run-off.

Year ended December 31, 2020, compared with the year ended December 31, 2019

The following is a summary of certain financial data of the Individual Markets segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2020	2019
Premium income and annuity consideration	$83	$(8,615)	$8,698	(101)%
Net investment income	295	507	(212)	(42)%
Fee and miscellaneous income	16	80	(64)	(80)%
Reserve adjustment on reinsurance ceded	(372)	(417)	45	(11)%
Other	138	240	(102)	(43)%
Total income	160	(8,205)	8,365	(102)%
Policyholder benefits	120	537	(417)	(78)%
(Decrease) increase in aggregate reserves for life and accident health policies and contracts	(123)	(8,650)	8,527	(99)%
Other insurance benefits, expenses and commissions	75	(369)	444	(120)%
Net transfers from separate accounts	(1)	125	(126)	(101)%
Total benefits and expenses	71	(8,357)	8,428	(101)%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	89	152	(63)	(41)%
Federal income tax benefit	2	(78)	80	103%
Net gain from operations before net realized capital gains	87	230	(143)	(62%)
Net realized capital gains less capital gains tax and transfers to interest maintenance reserve	(6)	(5)	(1)	20%
Net income	$81	$225	$(144)	(64)%

Net income for the Individual Markets segment decreased by $(144) million, or (64)%, to $81 million. The decrease was primarily due to no income earned in the current year on the business reinsured to Protective, lower federal income tax benefits and lower earnings on the retained business.

Premium income and annuity consideration increased by $8,698 million, or 101%, to $83 million primarily due to the non-recurrence of initial reinsurance premium related to the Protective transaction. Premium income and annuity consideration on the retained business was favorable to the prior year.

Net investment income decreased by $(212) million, or (42)%, to $295 million primarily due to lower average invested assets due to the transfer of invested assets to Protective.

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Fee and miscellaneous income decreased by $(64) million, or (80)%, to $16 million primarily due to no fee income earned in the current year on the business reinsured to Protective.

Other income decreased by $(102) million, or (43)%, to $138 million primarily due to lower ceding commission amortization.

Policyholder benefits decreased by $(417) million, or (78)%, to $120 million primarily due to no benefit expense on the business reinsured to Protective in the current year. Policyholder benefits on the retained business increased primarily due to higher death benefits in the participating and reinsurance acquired lines of business.

Change in aggregate reserves for life and accident health policies and contracts changed by $8,527 million, or 99%, to ($123) million primarily due to the non-recurrence of the cession of reserves related to the Protective transaction.

Other insurance benefits, expenses, and commission changed by $444 million, or 120%, to $75 million primarily related to the non-recurrence of favorable release of interest maintenance reserve related to the Protective transaction.

Net transfers from separate accounts decreased by $(126) million, or (101)%, to $(1) million primarily relating to the timing of the Protective transaction.

Federal income tax expense changed by $80 million, or 103%, to $2 million primarily due to the non-recurrence of the acceleration of tax benefits related to the Protective transaction.

Empower Retirement Segment Results of Operations

Year ended December 31, 2021, compared with the year ended December 31, 2020

The following is a summary of certain financial data of the Empower Retirement segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2021	2020
Premium income and annuity consideration	$6,307	$12,749	$(6,442)	(51)%
Net investment income	991	630	361	57%
Fee and miscellaneous income	504	81	423	522%
Reserve adjustment on reinsurance ceded	(1,104)	7,530	(8,634)	(115)%
Other	135	74	61	82%
Total income	6,833	21,064	(14,231)	(68)%
Policyholder benefits	15,121	3,937	11,184	284%
Increase in aggregate reserves for life and accident health policies and contracts	(855)	16,572	(17,427)	(105)%
Other insurance benefits, expenses and commissions	445	3,182	(2,737)	(86)%
Net transfers from separate accounts	(8,133)	(808)	(7,325)	907%
Total benefits and expenses	6,578	22,883	(16,305)	(71)%
Net (loss) gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	255	(1,819)	2,074	(114)%
Federal income tax benefit	24	(22)	46	(209)%
Net (loss) gain from operations before net realized capital gains	231	(1,797)	2,028	(113)%
Net realized capital (losses) gains less capital gains tax and transfers to interest maintenance reserve	2	(11)	13	(118)%
Net (loss) income	$233	$(1,808)	$2,041	(113)%

Net income for the Empower Retirement segment increased by $2,041 million, or 113%, to $233 million. The increase was primarily due to the non-recurrence of the ceding commission paid to MassMutual in 2020.

Premium income and annuity consideration decreased by $(6,442) million, or (51)% to $6,307 million primarily due to the non-recurrence of the initial reinsurance premium on the MassMutual transaction in prior year and lower transfers into the general

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account from Empower recordkeeping participants partially offset by lower ceded premiums to CLIRBC and new premiums from MassMutual in the current year.

Net investment income increased by $361 million, or 57%, to $991 million primarily due to the income earned on the invested assets transferred from MassMutual.

Fee and miscellaneous income increased by $423 million, or 522%, to $504 million primarily due to the fees from separate account and the funds withheld receivable acquired from MassMutual.

Reserve adjustment on reinsurance ceded changed by $(8,634) million, or (115)%, to $(1,104) million primarily due to non-recurrence of the increase from 40% to 90% on coinsurance ceded to CLIRBC in the prior year.

Other income increased $61 million, or 82%, to $135 million, primarily due to amortization of transactional IMR related to the MassMutual transaction and increase in commissions ceded to CLIRBC due to change in quota share premium from 90% in current year to 40% in prior year.

Policyholder benefits increased by $11,184 million or 284% to $15,121 million primarily due to the increase in surrenders related to the block of business acquired from MassMutual.

Change in aggregate reserves for life and accident health policies and contracts decreased by $(17,427) million, or (105)%, to $(855) million primarily due to the non-recurrence of initial reserves acquired from MassMutual.

Other insurance benefits, expenses, and commissions decreased by $(2,737) million, or (86)%, to $445 million primarily due to the non-recurrence of initial ceding commission paid to MassMutual in 2020.

Net transfers from separate accounts changed by $(7,325) million, or (907)% to $(8,133) million primarily due to the transfers from MassMutual.

Year ended December 31, 2020, compared with the year ended December 31, 2019

The following is a summary of certain financial data of the Empower Retirement segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2020	2019
Premium income and annuity consideration	$12,749	$3,249	$9,500	292%
Net investment income	630	582	48	8%
Fee and miscellaneous income	81	278	(197)	(71)%
Reserve adjustment on reinsurance ceded	7,530	(176)	7,706	(4,378)%
Other	74	34	40	118%
Total income	21,064	3,967	17,097	431%
Policyholder benefits	3,937	4,273	(336)	(8)%
Increase in aggregate reserves for life and accident health policies and contracts	16,572	511	16,061	3,143%
Other insurance benefits, expenses and commissions	3,182	509	2,673	525%
Net transfers from separate accounts	(808)	(1,453)	645	(44)%
Total benefits and expenses	22,883	3,840	19,043	496%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	(1,819)	127	(1,946)	(1,532)%
Federal income tax (benefit) expense	(22)	(20)	(2)	10%
Net gain from operations before net realized capital gains	(1,797)	147	(1,944)	(1,322)%
Net realized capital gains less capital gains tax and transfers to interest maintenance reserve	(11)	(3)	(8)	267%
Net income	$(1,808)	$144	$(1,952)	(1,356)%

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Net income for the Empower Retirement segment decreased by $(1,952) million, or (1,356)%, to $(1,808) million. The decrease was primarily due to the ceding commission paid to MassMutual.

Premium income and annuity consideration increased by $9,500 million, or 292% to $12,749 million primarily due to the initial reinsurance premium on the MassMutual transaction and transfers into the general account from Empower recordkeeping participants, partially offset by higher reinsurance premiums ceded to CLIRBC.

Fee income decreased by $(197) million, or (71)%, to $81 million primarily due to the transfer of non-insurance business to the Company's subsidiary, Empower Retirement, LLC.

Reserve adjustment on reinsurance ceded changed by $7,706 million, or 4,378%, to $7,530 million primarily due to an increase in amounts ceded to the Company's affiliate, CLIRBC.

Other income increased $40 million, or 118%, to $74 million, primarily due to amortization of transactional IMR related to the MassMutual transaction.

Policyholder benefits decreased by $(336) million or (8)% to $3,937 million primarily due to decreases in general account and separate account surrender benefits.

Change in aggregate reserves for life and accident health policies and contracts increased by $16,061 million, or 3,143%, to $16,572 million primarily due to reserves acquired from MassMutual and transfers into the general account from Empower recordkeeping participants.

Other insurance benefits, expenses, and commissions increased by $2,673 million, or 525%, to $3,182 million primarily due to the ceding commission paid to MassMutual and interest maintenance reserve acquired from MassMutual

Net transfers from separate accounts changed by $645 million, or 44% to $(808) million primarily due to lower separate account surrenders and net flows to the general account.

Other Segment Results of Operations

Year ended December 31, 2021, compared with the year ended December 31, 2020

The following is a summary of certain financial data of the Other segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2021	2020
Net investment income	$(11)	$23	$(34)	(148)%
Fee and miscellaneous income	3	7	(4)	(57)%
Total income	(8)	30	(38)	(127)%
Other expenses and commissions	(9)	(2)	(7)	350%
Total benefits and expenses	(9)	(2)	(7)	350%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	1	32	(31)	(97)%
Federal income tax expense	—	—	—	—%
Net income (loss)	$1	$32	$(31)	(97)%

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Net income of $1 million for the Other segment decreased by $(31) million, from $32 million. The decrease was primarily due to lower net investment income as a result of an increase in interest expense related to surplus notes.

Year ended December 31, 2020, compared with the year ended December 31, 2019

The following is a summary of certain financial data of the Other segment:

	Year Ended December 31,		Increase (decrease)	Percentage change
Statement of Operations data (In millions)	2020	2019
Net investment income	$23	$10	$13	130%
Fee and miscellaneous income	7	11	(4)	(36)%
Total income	30	21	9	43%
Other expenses and commissions	(2)	7	(9)	(129)%
Total benefits and expenses	(2)	7	(9)	(129)%
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains	32	14	18	129%
Federal income tax expense (benefit)	—	—	—	—%
Net income	$32	$14	$18	129%

Net income of $32 million for the Other segment increased by $18 million, from $14 million. The increase was primarily due to higher net investment income and lower operating expenses.

Investment Operations

The Company’s primary investment objective is to acquire assets with duration and cash flow characteristics reflective of its liabilities, while meeting industry, size, issuer and geographic diversification standards. Formal liquidity and credit quality parameters have also been established.

The Company follows rigorous procedures to control interest rate risk and observes strict asset and liability matching guidelines. These guidelines ensure that even under changing market conditions, the Company’s assets should meet the cash flow and income requirements of its liabilities. Using dynamic modeling to analyze the effects of a range of possible market changes upon investments and policyholder benefits, the Company works to ensure that its investment portfolio is appropriately structured to fulfill financial obligations to its policyholders.

The following table presents the percentage distribution of the admitted values of the Company’s general account investment portfolio:

	December 31,
(In millions)	2021		2020
Bonds	$26,797	69.0%	$25,712	66.7%
Preferred stock	117	0.3%	120	0.3%
Common stock	220	0.6%	224	0.6%
Mortgage loans	4,304	11.1%	4,124	10.7%
Real estate	40	0.1%	44	0.2%
Contract loans	3,796	9.8%	3,874	10.1%
Cash, cash equivalents and short-term investments	2,449	6.3%	3,471	9.0%
Securities lending collateral assets	126	0.3%	207	0.5%
Other invested assets	1,010	2.5%	750	1.9%
Total cash and invested assets	$38,859	100.0%	$38,526	100.0%

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Bonds

Bonds include public and privately placed corporate bonds, government bonds, and mortgage-backed and asset-backed securities. Included in bonds are perpetual debt investments which primarily consist of junior subordinated debt instruments that have no stated maturity date but pay fixed or floating interest in perpetuity. The Company’s strategy related to mortgage-backed and asset-backed securities is to focus on those investments with low prepayment risk and minimal credit risk.

Private placement investments are generally less marketable than publicly traded assets, yet they typically offer enhanced covenant protection that allows the Company, if necessary, to take appropriate action to protect its investment. The Company believes that the cost of the additional monitoring and analysis required by private placement investments is more than offset by their enhanced yield.

One of the Company’s primary objectives is to ensure that its bond portfolio is maintained at a high average credit quality to limit credit risk. All securities are internally rated by the Company on a basis intended to be similar to that of independent external rating agencies.

The percentage distribution of the book adjusted carrying value of the Company’s long-term bond portfolio by NAIC designation is summarized as follows:

	December 31,
NAIC Designations	2021	2020
NAIC 1	54.2%	55.5%
NAIC 2	43.6%	41.9%
NAIC 3 through 6	2.2%	2.6%
Total	100.0%	100.0%

The percentage distribution of the book adjusted carrying value of the industrial and miscellaneous category of the long-term bond portfolio, calculated as a percentage of total bonds, is summarized as follows:

	December 31,
Sector	2021	2020
Finance	21.3%	21.1%
Utility	14.2%	12.5%
Consumer	12.5%	15.0%
Other	11.6%	10.7%
Natural resources	6.9%	6.7%
Transportation	3.6%	4.0%

Mortgage Loans

The Company’s mortgage loans are comprised primarily of domestic commercial collateralized loans. The mortgage loan portfolio is diversified with regard to geographical markets and commercial mortgage property types. The Company originates, directly or through correspondents, or acquires mortgages in the secondary market with the intent to hold to maturity. The Company’s portfolio includes loans which are fully amortizing, amortizing with a balloon balance at maturity, interest only to maturity, and interest only for a number of years followed by an amortizing period.

Derivatives

The Company uses certain derivatives, such as futures, swaps, forwards, and interest rate swaptions, for purposes of managing the interest rate, foreign currency exchange rate, and equity market risks impacting the Company’s business. These derivatives, when taken alone, may subject the Company to varying degrees of market and credit risk; however, since used for hedging purposes, these instruments are intended to reduce risk. Derivatives that qualify for hedge accounting treatment are valued using the valuation method (either amortized cost or fair value) consistent with the underlying hedged asset or liability. At inception of a derivative transaction, the hedge relationship and risk management objective is documented and the designation of the derivative is determined based on specific criteria of the transaction. Derivatives where hedge accounting is either not elected or that are not eligible for hedge accounting are stated at fair value with changes in fair value recognized in unassigned surplus in the period of

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change. Investment gains and losses generally result from the termination of derivative contracts prior to expiration and are generally recognized in net income and may be subject to IMR. For derivative instruments where hedge accounting is either not elected or the transactions are not eligible for hedge accounting, changes in interest rates, foreign currencies, or equity markets may generate derivative gains or losses which may cause the Company to experience volatility in capital and surplus. The Company controls the credit risk of its over-the-counter derivative contracts through credit approvals, limits, monitoring procedures, and in most cases, requiring collateral. Risk of loss is generally limited to the portion of the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives.

Investment Yield

Net investment income includes interest income, dividends, the amortization of premiums, discounts and origination fees.

To analyze investment performance, the Company excludes net investment income related to derivative instruments in order to assess underlying profitability and results from ongoing operations. Net investment income performance is summarized as follows:

	Year Ended December 31,
(In millions)	2021	2020	2019
Net investment income	$1,263	$948	$1,099
Less:
Net investment income from derivative instruments	31	19	17
Net investment income excluding derivative investments	$1,232	$929	$1,082
Average invested assets, at amortized cost	$37,388	$24,462	$25,002
Yield on average invested assets	3.30%	3.80%	4.33%

The yield on average invested assets decreased in 2021 when compared to 2020. The yield on average invested assets decreased in 2020 when compared to 2019.

Liquidity and Capital Resources

Liquidity refers to a company’s ability to generate sufficient cash flows to meet the short-term needs of its operations. The Company manages its operations to create stable, reliable, and cost-effective sources of cash flows to meet all of its obligations.

The principal sources of the Company’s liquidity are premiums and contract deposits, fees, investment income, and investment maturities and sales. Funds provided from these sources are reasonably predictable and normally exceed liquidity requirements for payment of policy benefits, payments to policy and contractholders in connection with surrenders and withdrawals, and general expenses. However, since the timing of available funds cannot always be matched precisely to commitments, imbalances may arise when demands for funds exceed those on hand. A primary liquidity concern regarding cash flows from operations is the risk of early policyholder and contractholder withdrawals. A primary liquidity concern regarding investment activity is the risk of defaults and market volatility.

In addition, a demand for funds may arise as a result of the Company taking advantage of current investment opportunities. The sources of the funds that may be required in such situations include the issuance of commercial paper or other debt instruments.

Management believes that the liquidity profile of its assets is sufficient to satisfy the short-term liquidity requirements of reasonably foreseeable scenarios.

Generally, the Company has met its operating requirements by utilizing cash flows from operations and maintaining appropriate levels of liquidity in its investment portfolio. Liquidity for the Company has remained strong, as evidenced by the amounts of short-term investments and cash and cash equivalents that totaled $2,449 million and $3,471 million as of December 31, 2021 and 2020, respectively. In addition, 98% and 97% of the bond portfolio carried an investment grade rating at December 31, 2021 and 2020, respectively, which provides liquidity to the Company’s overall investment portfolio.

The Company continues to be well capitalized with sufficient borrowing capacity. Additionally, the Company anticipates that cash on hand and expected net cash generated by operating activities will exceed the forecasted needs of the business over the next 12 months. The Company’s financial strength provides the capacity and flexibility to enable it to raise funds in the capital markets through the issuance of commercial paper. The Company had $96 million and $99 million of commercial paper outstanding as of

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December 31, 2021 and 2020, respectively. The commercial paper has been given a rating of A-1+ by Standard & Poor’s Ratings Services and a rating of P-1 by Moody’s Investors Service, each being the highest rating available. The Company’s issuance of commercial paper is not used to fund daily operations and does not have a significant impact on the Company’s liquidity.

The Company also has available a revolving credit facility agreement with U.S. Bank, which expires on March 1, 2023, in the amount of $50 million for general corporate purposes. The Company had no borrowings under this credit facility as of or during the year ended December 31, 2021. The Company does not anticipate the need for borrowings under this facility and the loss of its availability would not significantly impact its liquidity.

The Company is a member of the Federal Home Loan Bank of Topeka which provides access to billions of low-cost funding dollars to banks, credit unions, insurance companies and community development financial institutions in the United States. At December 31, 2021, the Company had an estimated borrowing capacity of approximately $2,500 million. No amounts were borrowed as of December 31, 2021.

Capital resources provide protection for policyholders and financial strength to support the underwriting of insurance risks and allow for continued business growth. The amount of capital resources that may be needed is determined by the Company’s senior management and Board of Directors, as well as by regulatory requirements. The allocation of resources to new long-term business commitments is designed to achieve an attractive return, tempered by considerations of risk and the need to support the Company’s existing business.

Risk-based capital (“RBC”) is a regulatory tool for measuring the minimum amount of capital appropriate for a life, accident and health organization to support its overall business operations in consideration of its size and risk profile. The Division requires the Company to maintain minimum capital and surplus equal to the company action level as calculated in the RBC model. The Company exceeds the required amount.

Off-Balance Sheet Arrangements

The Company makes commitments to fund partnership interests, mortgage loans, and other investments in the normal course of its business. The amounts of these unfunded commitments at December 31, 2021 and 2020 were $1,172 million and $499 million, respectively. The precise timing of the fulfillment of the commitment cannot be predicted; however, these amounts may be required to be paid within one year of the dates indicated. There are no other obligations or liabilities arising from such arrangements that are reasonably likely to become material.

The Company participates in a short-term reverse repurchase program for the purpose of enhancing the total return on its investment portfolio. This type of transaction involves the purchase of securities with a simultaneous agreement to sell similar securities at a future date at an agreed-upon price. In exchange, the counterparty financial institutions put non-cash collateral on deposit with a third-party custodian on behalf of the Company. The amount of securities purchased in connection with these transactions was $0 and $3 million at December 31, 2021 and 2020, respectively. Non-cash collateral on deposit with the third-party custodian on the Company’s behalf was $0 and $3 million at December 31, 2021 and 2020, respectively, which cannot be sold or re-pledged and which has not been recorded on the Statement of Admitted Assets, Liabilities, Capital and Surplus. Collateral related to the reverse repurchase agreements generally consists of U.S. government or U.S. government agency securities.

The Company enters into derivative transactions to manage various risks, including interest rate and foreign currency exchange risk associated with its invested assets and liabilities. Derivatives in a net asset position may have cash or securities pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. Securities pledged to the Company were $23 million and $18 million at December 31, 2021 and 2020, respectively, are held in a custodial account for the benefit of the Company, and generally consist of U.S. government or U.S. government agency securities. These securities have not been recorded on the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.

The Company, as lessee, has entered into various lease and sublease agreements primarily for the rental of office space.

The Company maintains a corporate credit facility agreement in the amount of $50 million for general corporate purposes. The Company had no borrowings under the credit facility either at or during the years ended December 31, 2021 and 2020.

In addition, the Company has other letters of credit with a total amount of $9 million, renewable annually for an indefinite period of time.

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Contractual Obligations

The following table summarizes the Company’s major contractual obligations at December 31, 2021:

	Payment due by period
(in thousands)	Less than one year	One to three years	Three to five years	More than five years	Total
Aggregate reserves (1)	$4,606,572	$6,647,068	$5,127,063	$37,847,977	$54,228,680
Related party long-term debt - principal (2)	—	—	527,500	1,550,225	2,077,725
Related party long-term debt - interest (3)	74,030	148,059	139,751	1,615,354	1,977,194
Investment purchase obligations (4)	1,165,936	1,545	—	5,000	1,172,481
Other liabilities (5)	69,783	49,025	3,803	8,284	130,895
Total	$5,916,321	$6,845,697	$5,798,117	$41,026,840	$59,586,975

(1) Aggregate reserves, and policy and contract claims - The Company has estimated payments to be made to policy and contract holders for future policy benefits. Insurance and investment contract liabilities include various investment-type products with contractually scheduled maturities, including periodic payments of a term certain nature. However, a significant portion of policy benefits and claims to be paid do not have stated contractual maturity dates and ultimately may not result in any payment obligation. Estimated future policyholder obligations have been developed in accordance with industry accepted actuarial standards based upon the estimated timing of cash flows related to the policies or contracts, the Company’s historical experience and its expectation of future payment patterns. Management has incorporated significant assumptions in developing these estimates, many of which are outside of the Company’s control and include assumptions relating to mortality, morbidity, policy renewals and terminations, retirement, inflation, disability recovery rates, investment returns, future interest credited rate levels, policy loans, future premium receipts on current policies in-force, and other contingent events as may be appropriate to the respective product type. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. The amounts presented in the table above are undiscounted as to interest. Accordingly, the sum of the estimated cash payment presented significantly exceeds the liability amount on the Company’s Statement of Admitted Assets, Liabilities, Capital and Surplus principally due to the time value of money. Separate account liabilities have been excluded from the table above. Separate account obligations are legally insulated from general account assets. Separate account liabilities represent funds maintained by the Company to meet the specific investment objectives of the contract holders who bear the related investment risk. It is generally expected that the separate account liabilities will be fully funded by the separate account assets.

(2) Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of four long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s Statement of Admitted Assets, Liabilities, Capital and Surplus because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.

(3) Related party long-term debt interest - Four long-term surplus notes bear interest at a fixed rate through maturity. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2021, and do not consider the impact of future interest rate changes.

(4) Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans, and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans is based on the expiration date of the commitment.

(5) Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:

•Expected contributions to the Company’s supplemental executive retirement plan through 2023

•Unrecognized tax benefits

•Personal Capital contingent payment consideration

As part of the Personal Capital acquisition, the Company included contingent consideration based on the potential achievement of certain key metrics. An initial contingent consideration earn-out value of $20 million represented management’s best estimate, which could be up to $175 million based on the achievement of growth in assets under management metrics defined in the Merger Agreement, payable following measurements through December 31, 2021 and December 31, 2022.

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The contingent consideration provision was increased by $80 million in 2021 for a total contingent consideration provision of $100 million at December 31, 2021. The increases in 2021 were due to growth in net new assets above the amount assumed at the date of acquisition. Changes in the fair value of the contingent consideration measured in accordance with the Merger Agreement subsequent to the completion of the purchase price allocation are recognized in operating and administrative expenses in the Consolidated Statements of earnings. Based on current estimates, management anticipates paying $59 million in 2022 and $41 million in 2023 in contingent consideration.

Rent expense for the years ended December 31, 2021, 2020 and 2019 were $30,243, $25,324 and $33,473 respectively.

From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.

Application of Recent Accounting Pronouncements

See Note 2 to the accompanying financial statements for a further discussion of the application of recent accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

The Company has established processes and procedures to effectively identify, monitor, measure, and manage the risks associated with its invested assets and its interest rate sensitive insurance and annuity products. Management has identified investment portfolio management, including the use of derivative instruments, insurance and annuity product design, and asset/liability management as three critical means to accomplish a successful risk management program.

The major risks to which the Company is exposed include the following:

•Market risk - the potential of loss arising from adverse fluctuations in interest rates and equity market prices and the levels of their volatility.

•Insurance risk - the potential of loss resulting from claims, persistency, and expense experience exceeding that assumed in the liabilities held.

•Credit risk - the potential of loss arising from an obligor’s failure to meet its obligations to the Company.

•Operational and corporate risk - the potential of direct or indirect loss resulting from inadequate or failed internal processes, people and systems, or from other external events.

Market risk

The Company’s exposure to interest rate changes results from its significant holdings of floating rate debt, bonds, mortgage loans, and interest rate sensitive liabilities. The bonds primarily consist of direct obligations of the U.S. government and its agencies, direct obligations of U.S. states and their subdivisions, corporate debt securities, and asset-backed and mortgage-backed securities. All of these investments are exposed to changes in interest rates. Interest rate sensitive product liabilities, primarily those liabilities associated with universal life insurance contracts and annuity contracts, have the same type of interest rate risk exposure as bonds and mortgage loans.

To reduce interest rate risk, the Company performs periodic projections of asset and liability cash flows in order to evaluate the interest rate sensitivity of its bonds and its product liabilities to interest rate movements. For determinate liabilities, i.e. liabilities with stable, predictable cash flows on products that can’t be repriced (for example, certificate annuities and payout annuities), asset/liability cash flow mismatches are monitored and the asset portfolios are rebalanced as necessary to keep the mismatches within tolerance limits. For these determinate liabilities, the investment policy predominantly requires assets with stable, predictable cash flows so that changes in interest rates will not cause changes in the timing of asset cash flows resulting in mismatches. For indeterminate liabilities, i.e. liabilities that have less predictable cash flows but that can be repriced (for example, portfolio annuities), the potential mismatch of assets and liabilities is tested under a wide variety of interest rate scenarios. The potential cost of this mismatch is calculated. If the potential cost is considered to be too high, actions considered would include rebalancing the asset portfolio and/or purchasing derivatives that reduce the risk as part of the hedging strategy program discussed below. For each major block of indeterminate liabilities, the asset and liability positions are reviewed in senior management meetings to proactively recommend changes in the current investment strategy and/or a rebalance of the asset portfolio.

The Company has strict operating policies which prohibit the use of derivative instruments for speculative purposes, permit derivative transactions only with approved counterparties, specify limits on concentration of risk, and provide requirements of

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reporting and monitoring systems. The Company supports a hedging strategy program that consists of the use of various derivative instruments including futures, interest rate swaps, and options such as interest rate swaptions. Derivative strategies include the following:

•Futures are commitments to either purchase or sell designated financial instruments at a future date for a specified price.

•Interest rate swaps involve the periodic exchange of cash flows with third parties at specified intervals calculated using agreed upon rates or other financial variables.

•Option contracts grant the purchaser, in consideration for the payment of a premium, the right to either purchase from or sell to the issuer a financial instrument at a specified price within a specified time period or on a stated date. Interest rate swaptions grant the purchaser the right to enter into a swap with predetermined fixed-rate payments over a predetermined time period on the exercise date.

The Company has estimated the possible effects of interest rate changes at December 31, 2021. If interest rates increased by 100 basis points (1.00%), the December 31, 2021 fair value of the fixed income assets in the general account would decrease by approximately $2.5 billion. If interest rates decreased by 100 basis points (1.00%), the December 31, 2021 fair value of the fixed income assets in the general account would increase by approximately $2.8 billion. These calculations use projected asset cash flows, discounted back to December 31, 2021. The cash flow projections are shown in the table below. The table below shows cash flows rather than expected maturity dates because many of the Company’s assets have substantial expected principal payments prior to the final maturity date. The fair value shown in the table below was calculated using spot discount interest rates that varied by the year in which the cash flows are expected to be received. The spot rates in the benchmark calculation range from 0.390% to 3.042%.

Projected cash flows by calendar years (In millions)	Benchmark	Interest rate increase one percent	Interest rate decrease one percent
2022	$3,026	$3,014	$3,076
2023	3,688	3,672	3,755
2024	3,836	3,815	3,895
2025	4,082	4,083	4,063
2026	4,298	4,292	4,304
Thereafter	28,636	28,870	28,346
Undiscounted total	$47,566	$47,746	$47,439
Fair value	$40,193	$37,739	$42,965

The Company administers separate account variable annuities and provides other investment and retirement services where fee income is earned based upon a percentage of account balances. Fluctuations in fund asset levels occur as a result of both changes in cash flow and general market conditions. There is a market risk of lower fee income if equity markets decline. If equity markets were to decline by 10% from benchmark levels at December 31, 2021, the Company’s associated net fee income after payment of subadvisor fees in 2021 would decline by approximately $16 million.

The Company’s surplus assets include equity investments, primarily partnership interests. There is a market risk of lower asset values if equity markets decline. If equity markets were to decline by 10%, the Company would have an additional unrealized loss of approximately $12.4 million on equity investments. This unrealized loss would not impact statutory net income but would reduce capital and surplus.

The Company has sold variable annuities with various forms of GMDB and GLWB. The Company is required to hold future policy benefit liabilities for these guaranteed benefits. If equity markets were to decline by 10%, the liability for GMDB and GLWB would increase by approximately $0.53 million. The Company’s assets backing the dynamic hedging program for the GLWB product would be expected to increase $1.4 million. Therefore the net impact to variable annuities with various forms of guarantees for a 10% decline in the equity markets is estimated to be $0.9 million decrease.

Insurance risk

The Company manages the risks associated with its insurance and other contractual liabilities through the use of actuarial modeling techniques. These techniques utilize significant assumptions including morbidity, mortality, persistency, expenses, and the cash flow stream of benefit payments. Through these techniques, the Company attempts to match the anticipated cash flow streams of its invested assets with the anticipated cash flow streams of its insurance and other contractual obligations. The cash flows associated with determinate policy liabilities are not interest rate sensitive but will vary based upon the timing and amount of

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benefit payments. The primary risks associated with these liabilities are that the benefits will exceed those anticipated in the actuarial modeling or that the actual timing of the payment of benefits will differ from what was anticipated.

The Company utilizes reinsurance programs to control its exposure to general insurance risks. Reinsurance agreements do not relieve the Company from its direct obligations to its insured. However, an effective reinsurance program limits the Company’s exposure to potentially large losses. The failure of reinsurers to honor their obligations could result in losses to the Company. To manage this risk, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk relative to the reinsurers in order to minimize its exposure to significant losses from reinsurer insolvencies.

Credit risk

Credit risk is the risk the Company assumes if its debtors, customers, reinsurers, or other counterparties and intermediaries may fail to pay their contractual obligations when they come due and may manifest itself through the downgrading of credit ratings of counterparties. It is the Company’s policy to acquire only investment grade assets to enable it to provide for future policy obligations and to minimize undue concentrations of assets in any single geographic area, industry, or entity. To minimize this risk, management regularly reviews the credit ratings of the entities in which the Company invests. These credit ratings are internally derived by the Company, taking into consideration ratings from several external credit rating agencies.

Operational and corporate risk

The Company manages and mitigates internal operational risk through integrated and complementary policies, procedures, processes, and practices. Human Resources hiring practices, performance evaluations and promotion, and compensation practices are designed to attract, retain and develop the skilled personnel required. A comprehensive job evaluation process is in place and training and development programs are supported. Each business area provides training designed for its specific needs and has developed internal controls for significant processes. Processes and controls are monitored and redefined by the business areas and subject to review by the Company’s internal audit staff. The Company applies a robust project management discipline to all significant initiatives.

Appropriate security measures protect premises and information. The Company has emergency procedures in place for short-term incidents and is committed to maintaining business continuity and disaster recovery plans at every business location for the recovery of critical functions in the event of a disaster, including offsite data backup and work facilities. The Company maintains various corporate insurance coverages such as property, general liability, excess liability, automobile liability, workers’ compensation, financial institution bonds, other regulatory bonds, and professional liability insurance to protect its owned property assets and to insure against certain third-party liabilities.

The Company’s businesses are subject to various regulatory requirements imposed by regulation or legislation applicable to insurance companies and companies providing financial services. These regulations are primarily intended to protect policyholders and beneficiaries. Material changes in the regulatory framework or the failure to comply with legal and regulatory requirements could have a material adverse effect on the Company. The Company monitors compliance with legal and regulatory requirements in all jurisdictions in which it conducts business and assesses trends in legal and regulatory change to keep business areas current and responsive.

In the course of its business activities, the Company may be exposed to the risk that some actions may lead to damaging its reputation and hence damage its future business prospects. These actions may include unauthorized activities of employees or others associated with the Company, inadvertent actions of the Company that become publicized and damage its reputation, regular or past business activities of the Company that become the subject of regulatory or media scrutiny or litigation and, due to a change of public perception, cause damage to the Company. To manage or mitigate this risk, the Company has ongoing controls to limit the unauthorized activities of people associated with it. The Company has adopted a Code of Business Conduct and Ethics which sets out the standards of business conduct to be followed by all of its directors, officers, and employees.

AUDITED FINANCIAL REPORT AND STATUTORY FINANCIAL STATEMENTS [TO BE FILED BY AMENDMENT]

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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~~Contracts, 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	$ 0*
Printing and engraving	$10,000
Accounting fees and expenses	$10,000
Legal fees and expenses	$20,000
Miscellaneous	$10,000
Total expenses (approximate)	$50,000

* Registration fees were previously paid for File No. 333-~~209902~~169563.

Item 14. Indemnification

Insofar as indemnification for liability arising under the Securities Act of 1933 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.

Provisions exist under the Colorado Business Corporation Act and the Bylaws of ~~Great-West~~Empower Annuity Insurance Company of America whereby ~~Great-West~~Empower Annuity Insurance Company of America may indemnify a director, officer or controlling person of ~~Great-West~~Empower Annuity Insurance Company of America 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 109:

(1)	“Corporation” includes any domestic or foreign entity that is a predecessor of a 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 in any other capacity with, another person or 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 deceased director.
(3)	“Expenses” includes counsel fees.

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(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 a 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, arbitrative, or investigative and whether formal or informal.

Section 7-109-102. Authority to indemnify directors.

(1)	Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding, because the individual is or was a director, against liability incurred in the proceeding if:
	(a)	The individual's conduct was in good faith; and
	(b)	The individual reasonably believed:
		(I)	In the case of conduct in an official capacity with the corporation, that the conduct was in the corporation's best interests; and
		(II)	In all other cases, that the conduct was at least not opposed to the corporation's best interests; and
	(c)	In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's 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 requirement 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 paragraph (a) of subsection (1) of this section.
(3)	The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the director did not meet the relevant 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 except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (1) of this section; or
	(b)	In connection with any other 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 the director derived an improper personal benefit.
(5)	Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

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Section 7-109-103. Mandatory Indemnification of Directors.

Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.

Section 7-109-104. Advance of Expenses to Directors.

(1)	A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:
	(a)	The director delivers to the corporation a written affirmation of the director's good faith belief that;
		(I)	The director has met the relevant standard of conduct described in section 7-109-102; or
		(II)	The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section 7-102-102(2)(d); and
	(b)	The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section 7-109-103 and it is ultimately determined under section 7-109-105 or 7-109-106 that the director has not met the relevant standard of conduct described in section 7-109-102.
(2)	The undertaking required by subsection (1)(b) of this section is 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)	Authorizations of payments under this section shall be made in the manner specified in section 7-109-106.

Section 7-109-105. Court-Ordered Indemnification of Directors.

(1)	Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court may order indemnification or an advance of expenses in the following manner:
	(a)	If it determines that 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 entitled to indemnification or an advance of expenses under section 7- 109-109(1), the court shall order indemnification or an advance of expenses, as applicable, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court- ordered indemnification or advance of expenses.
	(c)	If it determines that the director is fairly and reasonably entitled to indemnification or an advance of expenses 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), failed to comply with section 7-109-104, or was adjudged liable in the circumstances described in section 7-109-102(4), the court may order such indemnification or advance of expenses as the court deems proper; except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in 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.

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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 the director 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.
(2)	The determinations required by subsection (1) of this section must be made:
	(a)	If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority vote of a committee of the board of directors appointed by such a vote, which committee consists of two or more disinterested directors;
	(b)	By independent legal counsel selected in the manner specified in subsection (2)(a) of this section or, if there are fewer than two disinterested directors, by independent legal counsel selected by a majority vote of the full board of directors; or
	(c)	By the shareholders, but shares owned by or voted under the control of a director who at the time is not a disinterested director may not be voted on the determination.
(3)	Authorization of indemnification and an advance of expenses must be made in the same manner as the determination that indemnification or an advance of expenses is permissible; except that, if the determination that indemnification or an advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and an advance of expenses must be made by the body that selected the counsel.

Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries, and Agents.

(1)	An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director.
(2)	A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
(3)	A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

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, agent, associate, employee, fiduciary, manager, member, partner, promoter, or trustee of, or in any other capacity with, another person or an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have 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 the insurance

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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. Variation by corporate action.

(1)	A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 7-109-102 or advance funds to pay for or reimburse expenses in accordance with section 7-109-104. Such an obligatory provision;
	(a)	Satisfies the requirements for authorization, but not determination, referred to in section 7-109-106.
	(b)	That obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with section 7-109-104 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(2)	A right of indemnification or to advances of expenses created by this article 109 or under subsection (1) of this section and in effect at the time of an act or omission must not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (1) of this section, the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred.
(3)	A provision specified in subsection (1) of this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. A provision for indemnification or an advance of expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 7-90-204(1).
(4)	Subject to subsection (2) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance of expenses created by or pursuant to this article 109.
(5)	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 the director 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~~Empower Annuity Insurance Company of America

Article IV. Indemnification

SECTION 1. In this Article, the following terms shall have the following meanings:

	(a)	“expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts;
	(b)	“liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;

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	(c)	“party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;
	(d)	“proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

SECTION 2. Subject to applicable law, if any person who is or was a director, officer or employee of the corporation is made a party to a proceeding because the person is or was a director, officer or employee of the corporation, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if, with respect to the matter(s) giving rise to the proceeding:

	(a)	the person conducted himself or herself in good faith; and
	(b)	the person reasonably believed that his or her conduct was in the corporation’s best interests; and
	(c)	in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and
	(d)	if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation.

SECTION 3. Subject to applicable law, if any person who is or was serving as a director, officer, trustee or employee of another company or entity at the request of the corporation is made a party to a proceeding because the person is or was serving as a director, officer, trustee or employee of the other company or entity, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if:

(a)	the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and
(b)	with respect to the matter(s) giving rise to the proceeding:
	(i)	the person conducted himself or herself in good faith; and
	(ii)	the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and
	(iii)	in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and
	(iv)	if the person is or was an employee of the other company or entity, the person acted in the ordinary course of the person’s employment with the other company or entity.

Item 15.

Recent Sales of Unregistered Securities.

Not applicable.

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits
1.1	Form of Underwriting Agreement is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to Form S-1 filed on February 9, 2010. (File No. 333-163244).
1	Form of Underwriting Agreement is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed on April 21, 2011. (File No. 333-169563).
1.2	Form of Amendment to Broker-Dealer Selling Agreement is incorporated by reference to Registrant’s Pre- Effective Amendment No. 1 to Form S-1 filed on February 9, 2010. (File No. 333-163244).
2	Not applicable.
3.1	Amended and Restated Articles of the Registrant 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).

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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 the Registrant effective July 29, 2020 are filed herewith.
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 Contract is incorporated herein by reference to the initial filing on Form S-1 filed on September 24, 2010. (File No. 333-169563).
4.1	Form of Certificate is incorporated herein by reference to Registrant’s initial filing on Form S-1 filed on November 20, 2009. (File No. 333-163244).
4.2	Form of Application is incorporated herein by reference to the initial filing on Form S-1 filed on September 24, 2010. (File No. 333-169563).
4.2	Form of Group Contract is incorporated herein by reference to Registrant’s initial filing on Form S-1 filed on November 20, 2009. (File No. 333-163244).
4.3	Form of Amendment Rider is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed on April 21, 2011. (File No. 333-169563).
4.3	Form of Election Form is incorporated by reference to Registrant’s Pre-Effective Amendment No. 2 filed on August 17, 2010. (File No. 333-163244).
5	Opinion of Kirsty M. Lieberman, Senior Counsel for Empower Annuity Insurance Company of America [to be filed by amendment].
4.4	Form of Certificate Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 1 filed on March 17, 2011. (File No. 333-163244).
4.5	Form of Certificate Endorsement is incorporated by reference to Registrant’s Post-Effective Amendment No. 4 filed on March 1, 2013. (File No. 333-163244).
5	Opinion of Ryan L. Logsdon, Associate General Counsel for Great-West Life & Annuity Insurance Company, is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 filed on April 25, 2019. (File No. 333- 230622).
6	Not applicable.
7	Not applicable.
8	See Opinion of ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America included in Exhibit 5.
9	Not applicable.
10.1	Form of GWLA SecureFoundation® Trust Agreement is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to Form S-1 filed on February 9, 2010. (File No. 333-163244).
10	Not applicable.
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 [to be filed by amendment].
22	Not applicable.
23.1	Consent of ~~Ryan~~Kirsty LM. ~~Logsdon~~Lieberman, ~~counsel~~Senior Counsel for ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America [to be filed by amendment].
23.2	Consent of Eversheds Sutherland (US) LLP [to be filed by amendment].
23.3	Consent of Deloitte & Touche LLP [to be filed by amendment].
24	Powers of Attorney for Directors Bernbach, Bienfait, Bolotin, Carney, Coutu, A. Desmarais, P. Desmarais, Jr., Doer, Fleming, Généreux, Louvel, Madoff, Mahon, Murphy, Orr, Reynolds, Ryan, Jr., Selitto, and Walsh are incorporated by reference to Registrant’s Post-Effective Amendment No. 3 filed on April 29, 2022 (File No. 333- 237640) .
25	Not applicable.
26	Not applicable.
27	Not applicable.
107	Calculation of Filing Fee Table is filed herewith.
(b) Financial Statement Schedules

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24	Powers of Attorney for Directors Bernbach, Bienfait, Carney, Coutu, A. Desmarais, P. Desmarais, Jr., Fleming, Généreux, Louvel, Madoff, Mahon, Orr, Reynolds, Ryan, Jr., Selitto, Tretiak and Walsh are incorporated by reference to Registrant’s Post-Effective Amendment No. 3 filed on April 16, 2021 (File No. 333-230622).
25	Not applicable.
26	Not applicable.
27	Not applicable.
107	Calculation of Filing Fee Table is filed herewith.
(b) Financial Statement Schedules
None

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:

II-8

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) 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;

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(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) In so far 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.

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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, and State of Colorado, on ~~the~~this ~~19th~~6th day of April, ~~2022~~2023.

~~GREAT-WEST~~EMPOWER ~~LIFE &~~ ANNUITY INSURANCE COMPANY OF AMERICA (Registrant) By: /s/ Edmund F. Murphy III Edmund F. Murphy III President and Chief Executive Officer of ~~Great-West~~Empower ~~Life &~~ Annuity Insurance Company of America

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

Signature	Title	Date
/s/ R. Jeffrey Orr	Chairman of the Board	April 196, ~~2022~~2023
R. Jeffrey Orr*
/s/ Edmund F. Murphy III	President and Chief Executive Officer	April 196, ~~2022~~2023
Edmund F. Murphy III
Edmund F. Murphy III*
/s/ Andra S. Bolotin	Executive Vice President, and Chief Financial Officer ~~& Principal Accounting Officer~~	April 196, ~~2022~~2023
Andra S. Bolotin
Andra S. Bolotin*
/s/ John L. Bernbach	Director	April 196, ~~2022~~2023
John L. Bernbach*
/s/ Robin Bienfait	Director	April 196, ~~2022~~2023
Robin Bienfait*
/s/ Jeff Carney	Director	April 19, 2022
/s/ Marcel R. Coutu	Director	April 6, 2023
Jeff Carney*
/s/ Marcel R. Coutu	Director	April 19, 2022
Marcel R. Coutu*
/s/ André R. Desmarais	Director	April 196, ~~2022~~2023
André R. Desmarais*
/s/ Paul G. Desmarais, Jr.	Director	April 196, ~~2022~~2023
Paul G. Desmarais, Jr.*
	Director
Gary A. Doer	Director	April 6, 2023
Gary A. Doer
Gary A. Doer*
/s/ Gregory J. Fleming	Director	April 196, ~~2022~~2023
Gregory J. Fleming*
/s/ Claude Généreux	Director	April 196, ~~2022~~2023
Claude Généreux*
/s/ Alain Louvel	Director	April 196, ~~2022~~2023
Alain Louvel*
/s/ Paula B. Madoff	Director	April 6, 2023
Paula B. Madoff*

Signature		Title	Date
/s/ Paula B. Madoff		Director	April 19, 2022
/s/ Paul A. Mahon		Director	April 6, 2023
Paula B. Madoff*
/s/ Paul A. Mahon		Director	April 19, 2022
Paul A. Mahon*
/s/ Robert L. Reynolds		Director	April 196, ~~2022~~2023
Robert L. Reynolds*
/s/ T. Timothy Ryan, Jr.		Director	April 196, ~~2022~~2023
T. Timothy Ryan, Jr.*
/s/ Jerome J. Selitto		Director	April 196, ~~2022~~2023
Jerome J. Selitto*
/s/ Gregory D. Tretiak		Director	April 196, ~~2022~~2023
Gregory D. Tretiak*
/s/ Brian E. Walsh		Director	April 196, ~~2022~~2023
Brian E. Walsh*
*By:	/s/ ~~Ryan~~Kirsty LM. ~~Logsdon~~Lieberman	*Attorney-in-fact pursuant to Power of Attorney	April 196, ~~2022~~2023
	Ryan L. Logsdon
	Kirsty M. Lieberman

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