Exhibit 4(a)

                Great-West Life & Annuity Insurance Company
                                 A Stock Company
               8515 East Orchard Road Greenwood Village, CO 80111





                        FLEXIBLE PREMIUM VARIABLE ANNUITY


                  PLEASE READ THIS ANNUITY CONTRACT CAREFULLY.

ALL PAYOUTS AND VALUES BASED ON THE INVESTMENT EXPERIENCE OF THE ANNUITY ACCOUNT
VALUE ARE VARIABLE, MAY INCREASE OR DECREASE ACCORDINGLY, AND ARE NOT GUARANTEED
AS TO AMOUNT.

A 10% FEDERAL TAX PENALTY MAY APPLY IF A SURRENDER,  WITHDRAWAL, OR DISTRIBUTION
IS TAKEN PRIOR TO THE TAXPAYER'S ATTAINMENT OF AGE 59 1/2.

RIGHT OF CANCELLATION
10 DAY RIGHT TO EXAMINE CONTRACT. IF NOT SATISFIED WITH THE CONTRACT,  RETURN IT
TO GWL&A OR THE  ANNUITY  SERVICE  CENTER  WITHIN 10 DAYS OF  RECEIVING  IT. THE
CONTRACT  WILL BE VOID FROM THE START,  AND GWL&A WILL REFUND THE GREATER OF: 1)
CONTRIBUTIONS (LESS ANY SURRENDERS,  WITHDRAWALS, AND DISTRIBUTIONS TAKEN DURING
THE RIGHT OF CANCELLATION PERIOD); OR 2) THE ANNUITY ACCOUNT VALUE.

FLEXIBLE PREMIUM VARIABLE ANNUITY.
Contributions may be made until the Payout  Commencement Date or until the death
benefit is payable to a Beneficiary.  The Owner is as shown on the Contract Data
Page  unless  changed  as  provided  for in this  Contract.  GWL&A  will pay the
Annuitant the first of a series of annuity  payouts on the Annuity  Commencement
Date by applying  the Owner's  Annuity  Account  Value  according  to the Payout
Options  Provisions.  Subsequent  payouts  will be paid on the  same day of each
frequency    period    according   to   the   provisions   of   this   Contract.
Non-Participating. Not eligible to share in GWL&A's divisible surplus.


Signed for Great-West Life & Annuity  Insurance  Company on the issuance of this
Contract.

[OBJECT OMITTED]                           [OBJECT OMITTED]
D.C. Lennox,                               W.T. McCallum,
Secretary                                  President and Chief Executive Officer




<PAGE>



                               CONTRACT DATA PAGE


ANNUITY INFORMATION
Annuity Contract Number:             1234567
Effective Date:                      March 1, 2000
Status of Annuity:                   Non-Qualified
Initial Contribution:                $50,000
Annuity Commencement Date:  March 1, 2010

OWNER INFORMATION
Owner:                      JOHN C. DOE
Date of Birth:              April 1, 1944
Tax ID Number:              111-11-1111
Joint Owner:                JANE B. DOE
Date of Birth:              November 12, 1948
Tax ID Number:              ###-##-####



ANNUITANT INFORMATION
Annuitant:                          JOHN C. DOE
Date of Birth:                      March 22, 1942
Tax ID Number:                      ###-##-####



Contingent Annuitant:      DAVID J. DOE
Date of Birth:                      June 6, 1964
Tax ID Number:                      ###-##-####



                      CHARGES AND DEATH BENEFIT INFORMATION

DEATH BENEFIT: The Owner has elected Death Benefit Option 1: Return of Annuity
               Account Value.

As described in the Death Benefit  Provisions,  the Death Benefit  payable under
this  Contract  will be equal to the  Annuity  Account  Value as of the date the
Request for payout is received, less Premium Tax, if any.

CHARGES: Mortality and Expense Risk Charge for Death Benefit Option 1:      .65%


                                       OR

DEATH BENEFIT: The Owner has elected Death Benefit Option 2:
               Guaranteed Minimum Death Benefit.

As described in the Death Benefit  Provisions,  the Death Benefit  payable under
this Contract will be the greater of: o the Annuity Account Value as of the date
the Request for payment is received  less  Premium Tax, if any; and o the sum of
Contributions  applied to the Contract as of the date the Request for payment is
received,  less partial  withdrawals,  periodic  withdrawals and Premium Tax, if
any.

CHARGES: Mortality and Expense Risk Charge for Death Benefit Option 2:      .70%



                              CONTRACT INFORMATION

This  Contract  Data  Page,   together  with  the  Initial  Premium   Allocation
Confirmation,  reflects  the  information  with  which  your  Contract  has been
established as of the Effective  Date. If any  information on this page needs to
be changed or corrected, please contact the Annuity Service Center:


                             ANNUITY SERVICE CENTER
                                  P.O. Box 7666
                             San Francisco, CA 94120
                                 1-888-560-5938
                                 www.schwab.com


                             BENEFICIARY INFORMATION


Beneficiary:                     Sally Smith
Date of Birth:                   January 17, 1956
Tax ID Number:                   ###-##-####


Contingent Beneficiary:          Sammy Smith
Date of Birth:                   January 17, 1956
Tax ID Number:                   ###-##-####



<PAGE>




                                Table of Contents
--------------------------------------------------------------------------------

                  CONTRACT DATA

Section 1         DEFINITIONS

Section 2         OWNERSHIP AND BENEFICIARY PROVISIONS

Section 3         CONTRIBUTIONS

Section 4         ACCOUNT VALUE

Section 5         TRANSFERS AMONG SUB-ACCOUNTS

Section 6         DEATH BENEFIT PROVISIONS

Section 7         SURRENDERS AND PARTIAL WITHDRAWALS

Section 8         GENERAL PROVISIONS

Section 9         ANNUITY PAYOUT OPTIONS



Section 1:        Definitions
--------------------------------------------------------------------------------

Accumulation Period - the time period between the Effective Date and the Annuity
Commencement Date.

Accumulation Unit - an accounting  measure used to determine the Annuity Account
Value before the date annuity payouts commence.

Annuitant - the person named in the  application  and in the Contract  Data Page
upon whose life the payout of an annuity is based and who will  receive  annuity
payouts.  If a  Contingent  Annuitant  is  named,  then  the  Annuitant  will be
considered the primary Annuitant.

Annuity  Account - an  account  that  reflects  the total  value of the  Owner's
Sub-Accounts.

Annuity  Account Value - the sum of the values of the  Sub-Accounts  credited to
the Owner under the Annuity Account.  The Annuity Account Value is credited with
a return based upon the  investment  experience  of the  Investment  Division(s)
selected by the Owner and will increase or decrease accordingly.

Annuity Commencement Date - the date annuity payouts begin.

Annuity Payout Period - the period  beginning on the Annuity  Commencement  Date
and continuing until all annuity payouts have been made under this Contract.

Annuity Service Center - P.O. Box 7666, San Francisco,  CA 94120.  The toll-free
telephone  number is  1-888-560-5938.  The  Annuity  Service  Center may also be
contacted via the Internet at: http/www.schwab.com.

Annuity Unit - an  accounting  measure used to determine the dollar value of any
variable annuity payout after the first annuity payout is made.

Automatic  Bank Draft Plan - a plan provided to the Owner to allow for automatic
payment of  Contributions.  The  Contribution  amount will be  withdrawn  from a
pre-authorized account and automatically credited to the Annuity Account.

Beneficiary  - the person(s)  designated by the Owner to receive death  proceeds
which may become  payable  upon the death of an Owner or the  Annuitant.  If the
surviving  spouse of an Owner is the surviving Joint Owner, the surviving spouse
will be deemed to be the  Beneficiary  upon such Owner's  death and may take the
death benefit or elect to continue this Contract in force.  The  Beneficiary  is
shown on the Contract Data Page unless later changed by the Owner.

Contingent  Annuitant - the person named in the  application who will become the
Annuitant upon the death of the primary Annuitant.  The Contingent  Annuitant is
the person named in the  Contract  Data Page,  unless  later  changed by Request
while the primary Annuitant is alive and before annuity payouts have commenced.

Contingent  Beneficiary  - the  person  designated  by the Owner to  become  the
Beneficiary when the primary Beneficiary dies.

Contract  - the  document  issued to the Owner  which  specifies  the rights and
obligations of the Owner.

Contributions - purchase  amounts  received and allocated to the  Sub-Account(s)
prior to any Premium Tax or other deductions.

Effective  Date - the date on which the first  Contribution  is  credited to the
Annuity Account.

GWL&A - Great-West Life & Annuity Insurance Company,  the issuer and underwriter
for this Contract.

Home Office - The  principal  office of GWL&A located at 8515 East Orchard Road,
Englewood, Colorado, 80111, or an institution designated by GWL&A.

Non-qualified Annuity Contract - an annuity Contract which is not intended to be
a part of a  qualified  retirement  plan  and is not  intended  to  satisfy  the
requirements  of Section 408 of the Internal  Revenue Code of 1986,  as amended.
This Contract may only be issued as a Non-qualified Annuity Contract.

Owner (Joint  Owners) - the person or persons  named on the Contract  Data Page.
The Owner is entitled to exercise all rights and  privileges  under the Contract
while the Annuitant is living.  Joint Owners must be one another's  spouse as of
the Effective Date. The Annuitant will be the Owner unless  otherwise  indicated
in the application.

Payout  Commencement  Date - the  date on  which  annuity  payouts  or  periodic
withdrawals  begin under a payout option.  If a Payout  Commencement Date is not
shown on the Contract Data Page,  annuity  payouts will begin on the Annuitant's
91st birthday. The Payout Commencement Date may be changed by the Owner prior to
commencement of annuity payouts.

Portfolio - a registered management investment company, or portfolio thereof, in
which the assets of the Series Account may be invested.

Premium  Tax  - the  amount  of  tax,  if  any,  charged  by a  state  or  other
governmental  authority.  Premium Tax will be deducted from Contributions or the
Annuity  Account  Value when  incurred  by GWL&A or at  another  time of GWL&A's
choosing.

Request  -  any  instruction  in a  form,  written,  telephoned,  electronic  or
computerized,  satisfactory  to GWL&A and received at the Annuity Service Center
(or other  annuity  service  center  subsequently  named)  from the Owner or the
Owner's   designee  (as  specified  in  a  form  acceptable  to  GWL&A)  or  the
Beneficiary, (as applicable) as required by any provision of this Contract or as
required by GWL&A.  The Request is subject to any action taken or payout made by
GWL&A before it was processed.

Series Account - the segregated  investment  account  established by GWL&A under
Colorado law and  registered  as a unit  investment  trust under the  Investment
Company Act of 1940, as amended.

Sub-Account  - a  division  of the  Series  Account  containing  the shares of a
Portfolio. There is a Sub-Account for each Portfolio.

Surrender  Value - will be equal to the Annuity Account Value on the Transaction
Date of the surrender less Premium Tax, if any.

Transaction  Date - the date on which any Contribution or Request from the Owner
will be processed.  Contributions  and Requests received after 4:00 p.m. EST/EDT
will be deemed to have been received on the next business day.  Requests will be
processed and the Annuity  Account Value will be valued on each day that the New
York Stock Exchange is open for trading.

Transfer - the moving of money from and among the Sub- Account(s).

Valuation  Date - the date on which the net  asset  value of each  Portfolio  is
determined.

Valuation Period - the period between two successive Valuation Dates.


Section 2:        Ownership and Beneficiary Provisions
--------------------------------------------------------------------------------

2.01  RIGHTS OF OWNER
While the  Annuitant  is living,  the Owner has the sole and  absolute  power to
exercise all rights and privileges in this Contract.  Upon the death of an Owner
or the Annuitant, the Death Benefit Provisions section will apply.

2.02  BENEFICIARY
The Owner may, while the Annuitant is living,  designate or change a Beneficiary
by written Request from time to time as provided below. If an Owner dies and the
surviving  Joint  Owner is the  surviving  spouse of the  deceased  Owner,  such
surviving  spouse will become the  Beneficiary and may take the death benefit or
elect to continue this Contract in force.

2.03  CONTINGENT BENEFICIARY
While the Annuitant is alive,  the Owner may, by written  Request,  designate or
change a Contingent  Beneficiary  from time to time. GWL&A shall not be bound by
any change of  Beneficiary  unless it is made in  writing  and  recorded  at the
Annuity Service Center.  A change of Beneficiary will take effect as of the date
the written Request is processed at the Annuity Service Center, unless a certain
date is specified by the Owner.

The interest of any  Beneficiary who dies before the Owner or the Annuitant will
terminate at the death of the  Beneficiary and the Contingent  Beneficiary  will
become the Beneficiary.

2.04  DESIGNATION OF BENEFICIARY
Unless  changed  as  provided  below,  or as  otherwise  required  by  law,  the
Beneficiary (and the Contingent  Beneficiary,  if one is named) will be as shown
on the  Contract  Data  Page.  Unless  otherwise  indicated,  if more  than  one
Beneficiary is designated,  then each such  Beneficiary so designated will share
equally  in  any  benefits  and  or  rights  granted  by the  Contract  to  such
Beneficiary,  or allowed by GWL&A.  If the  Beneficiary  is a  partnership,  any
benefits  will be paid  to the  partnership  as it  existed  at the  time of the
Owner's  or the  Annuitant's  death.  GWL&A  may  rely  on an  affidavit  by any
responsible  person to identify a Beneficiary or verify the  non-existence  of a
Beneficiary not identified by name

2.05  CHANGE OF BENEFICIARY
The Owner may, while the Annuitant is living,  change the Beneficiary by written
Request. GWL&A shall not be bound by any change of Beneficiary unless it is made
in writing and recorded at the Annuity Service  Center.  A change of Beneficiary
will take effect as of the date the written  Request is processed at the Annuity
Service Center, unless a certain date is specified by the Owner.

If an Owner dies before the date the Request was processed, the change will take
effect as of the date of the Request,  unless GWL&A has already made a payout or
has  otherwise  taken  action on a  designation  or  change  before  receipt  or
processing of such  Request.  A Beneficiary  designated  irrevocably  may not be
changed  without the written consent of that  Beneficiary,  except to the extent
required by law.

2.06  DEATH OF BENEFICIARY
The interest of any  Beneficiary  who dies before an Owner or the Annuitant will
terminate at the death of such Beneficiary.  The interest of any Beneficiary who
dies at the time of,  or  within  30 days  after,  the  death of an Owner or the
Annuitant will also terminate if no benefits have been paid to such Beneficiary,
unless the Owner has indicated  otherwise by Request.  The benefits will then be
paid as though the Beneficiary had died before the deceased Owner or Annuitant.

2.07  SUCCESSIVE BENEFICIARIES
If an Owner dies, and the surviving  Joint Owner is the surviving  spouse of the
deceased  Owner,  the surviving  spouse will become the Beneficiary and may take
the death benefit or elect to continue  this  Contract in force.  If there is no
surviving  Joint  Owner,  and no  named  Beneficiary  is alive at the time of an
Owner's death, any benefits payable will be paid to the Owner's estate.

2.08  ANNUITANT
While  the  Annuitant  is  living  and at  least 30 days  prior  to the  Annuity
Commencement  Date,  the Owner may, by written  Request,  change the  Annuitant.
GWL&A shall not be bound by any change of Annuitant unless it is made in writing
and recorded at the Annuity  Service  Center.  A change of  Annuitant  will take
effect as of the date the written  Request is processed  at the Annuity  Service
Center, unless a certain date is specified by the Owner.

2.09  CONTINGENT ANNUITANT
While  the  Annuitant  is  living  and at  least 30 days  prior  to the  Annuity
Commencement  Date,  the Owner may, by written  Request,  change the  Contingent
Annuitant. GWL&A shall not be bound by any change of Contingent Annuitant unless
it is made in writing and recorded at the Annuity  Service  Center.  A change of
Contingent  Annuitant  will take  effect as of the date the  written  Request is
processed at the Annuity Service  Center,  unless a certain date is specified by
the Owner.

2.10  CHANGE OF OWNERSHIP
While the  Annuitant is living,  the Owner may, by written  Request,  change the
ownership. GWL&A shall not be bound by any change of Ownership unless it is made
in writing in a form  satisfactory  to GWL&A and recorded at the Annuity Service
Center.  A change  of  Ownership  will take  effect  as of the date the  written
Request is processed  at the Annuity  Service  Center,  unless a certain date is
specified by the Owner. The change is subject to any action taken or payout made
by GWL&A before the change was processed.

2.11  COLLATERAL ASSIGNMENT
The Owner can assign this Contract as collateral  while the Annuitant is living.
The interest of the assignee has priority over the interest of the Owner and the
interest of any Beneficiary. Any amounts payable to the assignee will be paid in
a single sum.

A copy of any  assignment  must be  submitted  to GWL&A at the  Annuity  Service
Center.  Any  assignment  is subject to any action taken or payout made by GWL&A
before the assignment was processed.  GWL&A is not  responsible for the validity
of any  assignment.  An assignment,  pledge or agreement to assign or pledge any
portion  of  the  Annuity   Account  Value   generally  will  be  treated  as  a
distribution.  It is recommended that a competent tax adviser be consulted prior
to making such a change to this Contract.

2.12  OWNERSHIP OF SERIES ACCOUNT
GWL&A has absolute ownership of the assets of the Series Account. The portion of
the  assets of the  Series  Account  equal to the  reserves  and other  Contract
liabilities  with  respect  to  the  Series  Account  are  not  chargeable  with
liabilities  arising out of any other  business  GWL&A may conduct.  The income,
gains or losses,  realized or  unrealized,  from assets  allocated to the Series
Account are credited or charged  against the Series  Account  without  regard to
GWL&A's other income gains or losses.

Section 3:        Contributions
--------------------------------------------------------------------------------

3.01  EFFECTIVE DATE
The  Effective  Date,  shown on the Contract  Data Page, is the date the initial
Contribution is credited to the Annuity Account.

3.02  CONTRIBUTIONS
Contributions  should be payable to Great-West Life & Annuity  Insurance Company
(GWL&A) at its Home  Office or through the  Annuity  Service  Center at any time
during  the  Accumulation  Period.  All  Contributions  must  be  paid in a form
acceptable to GWL&A. Coverage will begin on the Effective Date.

At any time after the Effective  Date and during the lifetime of the  Annuitant,
before   the  Payout   Commencement   Date,   the  Owner  may  make   additional
Contributions.  The minimum amount  accepted after the initial  Contribution  is
$500 except  subsequent  payments  made via an Automatic  Bank Draft Plan have a
minimum of $100 per month. Total  Contributions  while this Contract is in force
may exceed  $1,000,000  with prior  approval from GWL&A.  GWL&A may modify these
limitations.

If a purchase  payment is cancelled or if a check for a Contribution is returned
due to insufficient  funds, the Owner will be responsible for any losses or fees
imposed by the bank and losses  that may be  incurred as a result of any decline
in the value of the cancelled purchase. GWL&A reserves the right to refrain from
allocating  Contributions  to the selected  Sub-Accounts  until  notification is
received that the check for the Contribution has cleared.

3.03  ALLOCATION OF CONTRIBUTIONS
During  the  Right of  Cancellation  Period,  all  Contributions  will  first be
allocated to the Money Market  Sub-Account  and will remain there until the next
Transaction  Date  following end of the Right of  Cancellation  Period plus five
calendar days. On that date, the Annuity  Account Value held in the Money Market
Sub-Account will be allocated to the Sub-Accounts  selected by the Owner. During
the  Right  of  Cancellation   Period,  the  Owner  may  re-allocate  among  the
Sub-Accounts.

If the Contract is returned during the Right of Cancellation  Period, it will be
void from the start,  and GWL&A will  refund the  greater  of: 1)  Contributions
(less any surrenders,  withdrawals,  and distributions taken during the Right of
Cancellation Period); or 2) the Annuity AccountVvalue.

After  the  Right  of  Cancellation  Period,  subsequent  Contributions  will be
allocated  in the Annuity  Account as  Requested  by the Owner.  If there are no
accompanying  instructions,  then  allocations  will be made in accordance  with
standing instructions. Allocations will be effective upon the Transaction Date.

Section 4:        Account Value Provisions
--------------------------------------------------------------------------------

4.01  ANNUITY ACCOUNT VALUE
The  Annuity  Account  Value for the Owner on any date  during the  Accumulation
Period will be the sum of the values of the Sub-Accounts.

The  value of the  Owner's  interest  in a  Sub-Account  will be  determined  by
multiplying  the number of the Owner's  Accumulation  Units by the  accumulation
unit value for that Sub-Account.

4.02  ACCUMULATION UNITS
For each  Contribution,  the number of Accumulation Units credited for the Owner
to a Sub-Account will be determined by dividing the amount of the  Contribution,
less Premium Tax, if any, by the accumulation unit value for that Sub-Account on
the applicable Transaction Date.

4.03  ACCUMULATION UNIT VALUE
The initial  accumulation unit value of each Sub-Account was established at $10.
The  accumulation  unit value of a Sub-Account on a Valuation Date is calculated
by  multiplying  the  accumulation  unit value as of the  immediately  preceding
Valuation Date by the net  investment  factor as described in the Net Investment
Factor provision below.

The dollar value of an  Accumulation  Unit will vary in amount  depending on the
investment experience of the Portfolio and charges taken from the Sub-Account.

4.04  NET INVESTMENT FACTOR
The net  investment  factor  for any  Sub-Account  for any  Valuation  Period is
determined  by dividing (a) by (b), and  subtracting  (c) from the result where:
(a) is the net result of:
     (i)   the net asset value per share of the Eligible Fund shares held in the
           Sub-Account determined as of the end of the current Valuation Period;
           plus
     (ii)  the per share amount of any dividend (or, if applicable, capital gain
           distributions) made by the applicable Eligible Fund on shares held in
           the Sub-Account if the  "ex-dividend"  date occurs during the current
           Valuation Period; minus or plus
     (iii) a per unit charge or credit for any taxes incurred by or reserved for
           in the  Sub-Account,  which is  determined  by GWL&A to have resulted
           from the investment operations of the Sub-Account.
(b)  is the net result of:
     (i)   the net asset value per share of the Eligible Fund shares held in the
           Sub-Account  determined  as of the end of the  immediately  preceding
           Valuation Period; minus or plus
     (ii)  the per unit  charge or credit for any taxes  incurred by or reserved
           for  in the  Sub-Account  for  the  immediately  preceding  Valuation
           Period.
(c)  is an amount representing the risk charge deducted from each Sub-Account on
     a daily basis,  equal to an annual rate as shown in the Charges  section on
     the Contract Data Page as a percentage of the daily net asset value of each
     Sub-Account.  This charge will not exceed the maximum Mortality and Expense
     Charge shown on the Contract Data Page.

The net  investment  factor may be  greater  than,  less than,  or equal to one.
Therefore,  the  accumulation  unit  value  may  increase,  decrease  or  remain
unchanged.

4.05  RISK CHARGE
The risk charge  compensates  GWL&A for its assumption of certain  mortality and
expense risks.  The Mortality and Expense Charge is reflected in the unit values
of each of the Sub-Accounts  selected. As a result, this charge will continue to
be  applicable  to any variable  annuity  payout  option or periodic  withdrawal
option.

This charge is described  above in the Net Investment  Factor  provision and the
maximum  Mortality and Expense  Charge for the Death Benefit  Option  elected is
shown on the Contract Data Page.


Section 5:        Transfer Provisions
--------------------------------------------------------------------------------

5.01  TRANSFERS
The Owner may make Transfers by Request.  The following provisions apply:
(a)    At any time this Contract is in force the Owner, by Request, may Transfer
       all or a portion of the  Annuity  Account  Value  among the  Sub-Accounts
       currently offered by GWL&A.
(b)    A Transfer will be effective upon the Transaction Date.
(c)    GWL&A does not currently charge an administrative fee for Transfers.
       GWL&A reserves the right to impose a fee in the future for Transfers
       between Sub-Accounts.
(d)    GWL&A reserves the right, in the future, to set minimum dollar amounts or
       minimum percentages of Annuity Account Value permitted to be Transferred
       from a Sub-Account; and
(e)    GWL&A  reserves the right,  in the future,  to set minimum dollar amounts
       that must remain in a Sub-Account after giving effect to a Transfer.

5.02  DOLLAR COST AVERAGING
By Request, the Owner may elect Dollar Cost Averaging in order to purchase units
of the Sub-Accounts over a period of time.

The Owner may Request to automatically  Transfer a predetermined  dollar amount,
subject  to  GWL&A's  minimum,  at  regular  intervals  from any one  designated
Sub-Account to one or more of the remaining, then available,  Sub-Accounts.  The
unit  value will be  determined  on the dates of the  Transfers.  The Owner must
specify the  percentage  to be  Transferred  into each  designated  Sub-Account.
Transfers may be set up on any one of the following frequency periods;  monthly,
quarterly,  semiannually,  or annually.  The  Transfer  will be initiated on the
Transaction Date one frequency  period following the date of the Request.  GWL&A
will provide a list of Sub-Accounts eligible for Dollar Cost Averaging which may
be modified from time to time.

The Owner may  terminate  Dollar Cost  Averaging at any time by Request.  Dollar
Cost Averaging will terminate automatically upon the Annuity Commencement Date.

Participation  in Dollar Cost  Averaging and the  Rebalancer  Option at the same
time is not allowed.  Participation  in Dollar Cost  Averaging does not assure a
greater  profit,  or any profit,  nor will it prevent or  necessarily  alleviate
losses in a declining market.  GWL&A reserves the right to modify,  suspend,  or
terminate Dollar Cost Averaging at any time.

5.03  THE REBALANCER OPTION
By Request,  the Owner may elect the Rebalancer Option in order to automatically
Transfer  among the  Sub-Accounts  on a periodic  basis.  This type of automatic
Transfer program automatically reallocates the Annuity Account Value to maintain
a particular percentage allocation among Sub-Accounts selected by the Owner. The
amount  allocated to each  Sub-Account  will grow or decline at different  rates
depending on the investment experience of the Sub-Account.

The Owner may Request that  rebalancing  occur one time only,  in which case the
Transfer will take place on the Transaction Date of the Request.

Rebalancing may also be set up on a quarterly,  semiannual,  or annual basis, in
which case the first  Transfer  will be  initiated on the  Transaction  Date one
frequency period following the date of the Request.  On the Transaction Date for
the specified Request, assets will be automatically  reallocated to the selected
funds.  Rebalancing  will continue on the same  Transaction  Date for subsequent
periods.  In order to participate in the Rebalancer  Option,  the entire Annuity
Account Value must be included.

The Owner must specify the  percentage of Annuity  Account Value to be allocated
to each  Sub-Account and the frequency of  rebalancing.  The Owner may terminate
the  Rebalancer  Option  at any time by  Request.  The  Rebalancer  Option  will
terminate automatically upon the Annuity Commencement Date.

Participation  in the  Rebalancer  Option and Dollar Cost  Averaging at the same
time is not allowed.  Participation  in the Rebalancer  Option does not assure a
greater  profit,  nor will it  prevent  or  necessarily  alleviate  losses  in a
declining market. GWL&A reserves the right to modify,  suspend, or terminate the
Rebalancer Option at any time.

Section 6:        Death Benefit Provisions
--------------------------------------------------------------------------------

6.01  PAYMENT OF DEATH BENEFIT
Upon the death of an Owner or the Annuitant and while this Contract is in force,
the death  benefit  will  become  payable in  accordance  with these  provisions
following GWL&A's receipt of a Request.

When an Owner or the Annuitant dies before the Annuity  Commencement  Date and a
death  benefit is payable to a  Beneficiary,  the death  benefit  proceeds  will
remain  invested in accordance  with the  allocation  instructions  given by the
Owner until new  allocation  instructions  are Requested by the  Beneficiary  or
until the death benefit is actually paid to the  Beneficiary.  The death benefit
will be determined as of the date the Request for payment is received.  However,
on the date a payout option is  processed,  amounts in the  Sub-Account  will be
Transferred  to the Money  Market  Investment  Division  unless the  Beneficiary
otherwise elects by Request.  Distribution of the death benefit may be Requested
to be made as follows (subject to the distribution rules set forth below):
    1. payment in a single sum; or
    2. payout under any of the variable annuity options provided under the
       Contract.

The Death Benefit is determined  by the Death Benefit  Option  selected when the
Contract is issued,  as shown on the Contract Data Page and whether the death of
the Owner or Annuitant occurs before or after the annuity payouts commence.

If the Owner or  Annuitant  dies after the date  annuity  payouts  commence  and
before the entire interest has been  distributed,  the remaining annuity payouts
payable will be paid to the  Beneficiary  under the payout option  applicable on
the date of death.  The Beneficiary  will not be allowed to change the method of
distribution  in effect on the date of the  Owner's or  Annuitant's  death or to
elect a new payout option; or

If the Owner or Annuitant dies before the date annuity payouts  commence,  GWL&A
will pay proceeds to the Beneficiary according to the Death Benefit Option shown
on the Contract Data Page.

6.02  DEATH BENEFIT OPTIONS
Death Benefit Option 1 - Return of Annuity Account Value
The Death Benefit will be equal to the Annuity  Account Value as of the date the
Request for payment is received less Premium Tax, if any.

Death Benefit Option 2 - Guaranteed Minimum Death Benefit The Death Benefit will
be the greater of:
o the Annuity  Account  Value as of the date the Request for payment is received
less Premium Tax, if any; and
o the sum of Contributions applied to the Contract as of the date the Request
for payment is received, less partial withdrawals, periodic withdrawals and
Premium Tax, if any.

6.03  DISTRIBUTION RULES
If Annuitant Dies Before Annuity Commencement Date
Upon the death of the  Annuitant  while  the Owner is  living,  and  before  the
Annuity Commencement Date, the death benefit provided under the Contract will be
paid to the Beneficiary unless there is a surviving Contingent Annuitant.

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

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

If an Owner Dies Before Annuity Commencement Date
If an Owner dies before the Annuity  Commencement  Date,  and such Owner was the
Annuitant, the following provisions shall apply:

     (1) If there is a Joint Owner (who is the surviving  spouse of the deceased
     Owner) and a  Contingent  Annuitant,  the Joint Owner will become the Owner
     and the  Beneficiary,  the Contingent  Annuitant will become the Annuitant,
     and the Contract will continue in force;

     (2) If there is a Joint Owner who is the  surviving  spouse of the deceased
     Owner but no Contingent  Annuitant,  the Joint Owner will become the Owner,
     the Annuitant and the Beneficiary,  and may take the death benefit or elect
     to continue this Contract in force;

     (3) In all other cases, GWL&A will pay the death benefit to the Beneficiary
     even if a former  spouse Joint Owner and/or the  Contingent  Annuitant  are
     alive at the time of an Owner's death,  unless the sole  Beneficiary is the
     deceased Owner's  surviving  spouse and the Beneficiary  Requests to become
     the Owner and the Annuitant, and to continue the Contract in force.

If an Owner dies before the Annuity  Commencement  Date,  and such Owner was not
the Annuitant, the following provisions shall apply:
     (1) If there is a Joint Owner who is the  surviving  spouse of the deceased
     Owner,  the Joint Owner will become the Owner and  Beneficiary and may take
     the death benefit or elect to continue this Contract in force.

    (2) In all other cases,  GWL&A will pay the death benefit to the Beneficiary
    even if a former  spouse Joint Owner,  the Annuitant  and/or the  Contingent
    Annuitant  are  alive  at the time of the  Owner's  death,  unless  the sole
    Beneficiary is the deceased  Owner's  surviving  spouse and such Beneficiary
    Requests to become the Owner and the  Annuitant and to continue the Contract
    in force.

Any death  benefit  payable to the  Beneficiary  upon an  Owner's  death will be
distributed as follows:

     (1) If the  Owner's  surviving  spouse is the  person  entitled  to receive
     benefits upon the Owner's  death,  the surviving  spouse will be treated as
     the Owner and will be allowed to take the death  benefit  or  continue  the
     Contract in force.

     (2) If a non-spouse  individual is the person entitled to receive  benefits
     upon the Owner's death,  such individual may elect, not later than one year
     after the Owner's date of death,  to receive the death  benefit in either a
     single sum or payout under any of the variable  annuity  options  available
     under the  Contract,  provided  that:  (a) such annuity is  distributed  in
     substantially  equal  installments over the life or life expectancy of such
     Beneficiary; and (b) such distributions begin not later than one year after
     the  Owner's  date of death.  If no  election  is received by GWL&A from an
     individual   non-spouse   Beneficiary   such   that   substantially   equal
     installments  have begun no later than one year after the  Owner's  date of
     death, then the entire amount must be distributed  within five years of the
     Owner's date of death; or

      (3) If a corporation or other non-individual entity is entitled to receive
     benefits  upon the Owner's  death,  the death  benefit  must be  completely
     distributed within five years of the Owner's date of death.

The death benefit will be determined as of the date the payouts commence.

If Annuitant Dies After Annuity Commencement Date
Upon the death of the  Annuitant  (or any  Owner/Annuitant)  after  the  Annuity
Commencement Date, any benefit payable must be distributed to the Beneficiary in
accordance  with and at least as rapidly  as under the  annuity  option  then in
effect.

If an Owner Dies After Annuity Commencement Date and While the Annuitant is
Living
Upon the death of an Owner  after the  Annuity  Commencement  Date and while the
Annuitant is living,  any benefit payable will continue to be distributed to the
Annuitant at least as rapidly as under the annuity option then in effect. All of
the Owner's  rights  granted under the Contract or allowed by GWL&A will pass to
any surviving Joint Owner and, if none, to the Annuitant.


6.04  COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 72(s)
In any event, no payout of benefits  provided under the Contract will be allowed
that does not satisfy the  requirements  of Code Section 72(s),  as amended from
time  to  time,  and any  other  applicable  federal  or  state  law,  rules  or
regulations. These death benefit provisions will be interpreted and administered
in accordance with such requirements.

Section 7:        Surrenders and Partial Withdrawals
--------------------------------------------------------------------------------

7.01  SURRENDER BENEFIT
At any time  prior to the date  annuity  payouts  commence  and  subject  to the
provisions  of this  Contract,  the Owner may  surrender  this  Contract for the
Surrender  Value  which  will be  computed  as of the  Transaction  Date.  GWL&A
generally  will pay the  Surrender  Value in a single  sum  within 7 days  after
receipt of the Request.

GWL&A may delay payment for:
(a)  any period (i) during  which the New York Stock  Exchange is closed  (other
     than customary weekend and holding closings) ; or (ii) during which trading
     on the New York Stock Exchange is restricted;
(b)  any  period  during  which an  emergency  exists  as a result  of which (i)
     disposal of the Series Account owned by it is not  reasonably  practicable;
     or  (ii)  it is not  reasonably  practicable  for  the  Series  Account  to
     determine the value of its net assets; or
(c)  any other period as the Securities and Exchange Commission may by order
     permit for the protection of security holders.

7.02  PARTIAL WITHDRAWALS
The Owner may make a partial  withdrawal  from the Annuity  Account Value at any
time, by Request,  prior to the date annuity payouts commence and subject to the
terms of this Contract. The minimum partial withdrawal amount is $500. After any
partial withdrawal,  if the remaining Annuity Account Value is less than $2,000,
then a full surrender may be required.

By Request,  the Owner must elect the Sub-Account or a combination of them, from
which a partial  withdrawal  is to be made and the amount to be  withdrawn  from
each sub-account.

The Annuity Account Value will be reduced by the partial withdrawal amount.

The following terms apply:
(a)   No partial withdrawals are permitted after the date annuity payouts
      commence.
(b)   If a partial withdrawal is made within 30 days of the date annuity payouts
      are scheduled to commence,  GWL&A may delay the Annuity  Commencement Date
      by 30 days. A partial  withdrawal  will be effective upon the  Transaction
      Date.

7.03  POSTPONEMENT
If GWL&A  receives a Request  for  surrender  or partial  withdrawal,  GWL&A may
postpone  any cash payment from the Annuity  Account  Value,  for no more than 7
days.

GWL&A may delay payment for:
(d)  any period (i) during  which the New York Stock  Exchange is closed  (other
     than customary weekend and holding closings) ; or (ii) during which trading
     on the New York Stock Exchange is restricted;
(e)  any  period  during  which an  emergency  exists  as a result  of which (i)
     disposal of the Series Account owned by it is not  reasonably  practicable;
     or  (ii)  it is not  reasonably  practicable  for  the  Series  Account  to
     determine the value of its net assets; or
(f)  any other period as the Securities and Exchange Commission may by order
     permit for the protection of security holders.

Section 8:        General Provisions
--------------------------------------------------------------------------------

8.01   ENTIRE CONTRACT
This Contract,  Contract Data Page, tables, riders,  application and amendments,
if any,  form the  Entire  Contract  between  the Owner and GWL&A.  This  Entire
Contract supersedes all prior representations,  statements, warranties, promises
and  agreements  of any kind,  whether oral or written,  relating to the subject
matter of this Contract. All statements in the application,  made by an Owner or
the Annuitant,  in the absence of fraud, will be considered  representations and
not warranties.

8.02     ELECTRONIC DELIVERY OF INFORMATION
GWL&A will deliver information electronically only if the Owner has consented to
receiving  information in electronic form. GWL&A will use reasonable  procedures
to maintain the security of electronically  delivered information.  If the Owner
has  consented  to  receiving  information  electronically,  the  Owner  will be
assigned a personal folder where such information will be delivered. Information
will be considered to be delivered to the Owner when it is placed in the Owner's
personal  folder.  The Owner agrees to provide an e-mail address to GWL&A and to
keep that e-mail address current.  Upon notice to the Owner,  GWL&A reserves the
right to modify, suspend or terminate delivery of information in electronic form
at any time.

8.03  CONTRACT MODIFICATION
This  Contract may be modified only by written  agreement  between GWL&A and the
Owner,  except that upon 30 days notice to the Owner,  GWL&A may at any time and
without the consent of the Owner or any other  person,  modify this  Contract as
needed to conform to changes in tax or other law. Such modifications will become
part of this Contract.

GWL&A will give the Owner notice of the  discontinuance  of any Eligible Fund or
Series  Account.  If the Owner has elected  electronic  delivery  of  regulatory
information,  such notice will be posted on the website for the Annuity  Service
Center  and sent to the  Owner's  last  known  email  address.  If the Owner has
elected paper  delivery of regulatory  information,  such notice will be sent to
the Owner at the last address of Record. Any such discontinuation,  substitution
or  addition  will be  subject  to  compliance  with any  applicable  regulatory
requirements.

In  accordance  with  applicable  law,  GWL&A  reserves the right to  terminate,
substitute, discontinue or add Sub-Accounts.

GWL&A may cease offering existing variable annuity payout options.

ONLY THE PRESIDENT,  A  VICE-PRESIDENT,  OR THE SECRETARY OF GWL&A CAN MODIFY OR
WAIVE ANY PROVISION OF THIS CONTRACT.

8.04  NON-PARTICIPATING
This  Contract  is  non-participating.  It is not  eligible  to share in GWL&A's
divisible surplus.

8.05  MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated,  the annuity payouts established
will be made on the basis of the correct age. If payouts were too large  because
of misstatement,  the difference with interest may be deducted by GWL&A from the
next payout or payouts.  If payouts were too small, the difference with interest
may be  added  by  GWL&A  to the next  payout.  This  interest  is at an  annual
effective rate which will not be less than the minimum  interest rate allowed by
law.

8.06  REPORTS
GWL&A will  furnish the Owner,  at least  annually,  a statement  of the Annuity
Account  Value and the  Surrender  Value.  If the Owner has  elected  electronic
delivery of  regulatory  information,  such notice will be posted in the Owner's
personal folder on the website for the Annuity  Service Center and  notification
will be sent to the Owner's last known email  address.  If the Owner has elected
paper delivery of regulatory information,  such notice will be sent to the Owner
at the last  address of Record.  The  information  in the report will be as of a
date not more than one month  prior to the date the  report is sent.  GWL&A will
furnish the Owner copies of any other notices,  reports or documents required by
law.

8.07  NOTICE AND PROOF
If the Owner has elected  electronic  delivery of  regulatory  information,  any
notice or  demand by GWL&A to or upon the  Owner,  or any other  person,  may be
given by posting it in the Owner's Personal Folder and electronically mailing it
to that  person's  last known  email  address.  If the Owner has  elected  paper
delivery of regulatory information, such notice will be sent to the Owner at the
last address of Record.  In the event of the death of an Owner or the Annuitant,
GWL&A will require proof of death.

Any application,  report, Request, election,  direction, notice or demand by the
Owner, or any other person, must be made in a form satisfactory to GWL&A.

8.08  TAX CONSEQUENCES OF PAYOUTS
The Owner or  Beneficiary,  as the case may be,  must  determine  the timing and
amount of any  benefit  payable.  Payments  elected  by the Owner in the form of
periodic withdrawals,  surrenders or partial withdrawals will be tax reported to
the Owner. Annuity payouts are payable to the Annuitant and will be tax reported
to the  Annuitant.  Payments made to a  Beneficiary  will be tax reported to the
Beneficiary.

It is recommended  that a competent tax adviser be consulted  prior to obtaining
any distribution from, or changing the ownership of this Contract. A 10% federal
tax penalty may apply if a surrender, withdrawal, or distribution is taken prior
to the taxpayer's attainment of age 59 1/2.

Nothing contained herein will be construed to be tax or legal advice.

8.09  CURRENCY
All  Contributions  and all  transactions  will be in the currency of the United
States of America.

8.10  VOTING RIGHTS
GWL&A will vote the shares of an Eligible  Fund. To the extent  required by law,
GWL&A will vote according to the  instructions of the Owner in proportion to the
interest in the Sub-Account.  In such event, GWL&A will send proxy materials and
form(s) to the Owner for a reply.  If no reply is received by the date specified
in the proxy materials,  GWL&A will vote shares of the appropriate Eligible Fund
in the same  proportion  as shares of the Eligible  Fund for which  replies have
been received.

During the  Annuity  Payout  Period,  the number of votes will  decrease  as the
assets  held to fund  annuity  payouts  decrease.  The Owner will be entitled to
receive the proxy materials and form(s).

Section 9:        Payout Options
--------------------------------------------------------------------------------

9.01  HOW TO ELECT
The  Request of the Owner is  required to elect,  or change the  election  of, a
payout  option  and must be  received  by  GWL&A  at least 30 days  prior to the
Annuity Commencement Date.

On the Annuity  Commencement  Date, the Annuity  Account Value may be applied to
any of the variable annuity payout options currently available.

If an option has not been  elected  within 30 days of the  Annuity  Commencement
Date, the Annuity  Account Value will be applied under  Variable  Annuity Payout
Option 1 to provide payouts for life with a guaranteed period of 20 years.

9.02  SELECTION OF PAYOUT OPTIONS
(a)   If a single sum payment is elected, the amount to be paid is the Surrender
      Value.
(b)   If a variable annuity payout option is elected,  the amount to be applied
      is the Annuity Account Value as of the Annuity Commencement Date.
(c)   The minimum amount that may be withdrawn  from the Annuity  Account Value
      to purchase  an annuity  payout  option is $2,000.  If the amount is less
      than  $2,000,  GWL&A may pay the  amount in a single  sum  subject to the
      Partial Withdrawals  Provision.  Payouts may be elected to be received on
      any of the following frequency periods: monthly, quarterly, semiannually,
      or annually.
(d)   Payouts to be made under the annuity  payout  option  selected must be at
      least $50.  GWL&A  reserves the right to make the payouts  using the most
      frequent payout interval which produces a payout of not less than $50.
(e)   The maximum amount that may be applied under any annuity payout option is
      $1,000,000, unless prior approval is obtained from GWL&A.
(f)   For information on electing periodic withdrawals, refer to the Periodic
      Withdrawal Option section.

9.03  VARIABLE ANNUITY PAYOUT OPTIONS
The following variable annuity payout options are available:
(a)   Option 1:  Variable Life Annuity with Guaranteed Period
      Payouts for the  guaranteed  Annuity Payout Period elected or the lifetime
      of the Annuitant whichever is longer. The guaranteed Annuity Payout Period
      elected may be 5, 10, 15, or 20 years.  Upon death of the  Annuitant,  the
      Beneficiary  will  begin to  receive  the  remaining  payouts  at the same
      interval elected by the Owner. See Variable Life Annuity Tables.
(b)   Option 2:  Variable Life Annuity
      Payouts for the Annuitant's lifetime, without a guaranteed period.  See
      Variable Life Annuity Tables.
(c)   Option 3:  Any Other Form
      Any other form of variable  annuity  payout  option which is acceptable to
      GWL&A.

These variable annuity payout options are subject to the following provisions:
(1)   Amount of First Payout
      The first payout under a variable  annuity  payout option will be based on
      the value of each  Sub-Account  on the 1st  Valuation  Date  preceding the
      Annuity   Commencement  Date.  It  will  be  determined  by  applying  the
      appropriate  rate from the  Variable  Life  Annuity  Tables to the  amount
      applied under the payout option.

      The Variable Life Annuity  Tables of this Contract  illustrate the minimum
      payout amounts and the age adjustments  that will be used to determine the
      first monthly payout under a variable annuity payout option.  These tables
      show the dollar amount of the first  monthly  payout that can be purchased
      with each $1,000 of Annuity Account Value, after deduction of Premium Tax,
      if any.  Amounts shown use the 1983 (a) for individual  annuity  mortality
      table, modified, with an assumed rate of return of 5% per year.

(2)   Annuity Units
      The number of Annuity Units paid to the Annuitant for each  Sub-Account is
      determined by dividing the amount of the first payout by the sub-account's
      annuity  unit  value  on the 1st  Valuation  Date  preceding  the  Annuity
      Commencement  Date.  The number of Annuity  Units used to  calculate  each
      payout for a Sub-Account remains fixed during the Annuity Payout Period.

(3)   Amount of Payouts after the First
      Payouts after the first will vary depending upon the investment experience
      of the  Sub-Accounts.  The subsequent amount paid from each sub-account is
      determined  by  multiplying  (a)  by  (b)  where  (a)  is  the  number  of
      sub-account  Annuity Units to be paid and (b) is the  Sub-Account  Annuity
      Unit value on the 1st Valuation  Date  preceding the Annuity  Commencement
      Date. The total amount of each variable  annuity payout will be the sum of
      the variable annuity payouts for each Sub-Account.

      The Annuity Unit value for any  Valuation  Period for any  Sub-Account  is
      determined  by  multiplying  the  Annuity  Unit value for the  immediately
      preceding Valuation Period by the product of (A) and (B) where:

          (A) is 0.999866337  raised to a power equal to the number of days in
          the current Valuation Period; and
          (B) is the Accumulation Unit value of the same Sub-Account for this
          Valuation Period divided by the Accumulation Unit value of the same
          Sub-Account for the immediately preceding Valuation Period.

      GWL&A  guarantees  that the dollar  amount of each payout  after the first
      will not be affected by variations in expenses or mortality experience.

(4)   Transfers After the Annuity Commencement Date
      Once variable  annuity  payouts have begun,  the Owner may Transfer all or
      part of the  Annuity  Account  Value  from  one  Sub-Account  to  another.
      Transfers after the Annuity  Commencement  Date will be made by converting
      the number of Annuity  Units  being  Transferred  to the number of Annuity
      Units of the sub-account to which the Transfer is made. The result will be
      that the next annuity payout,  if it were made at that time,  would be the
      same amount  that it would have been  without  the  Transfer.  Thereafter,
      annuity  payouts  will  reflect  changes  in the value of the new  Annuity
      Units. The Contract's Transfer provisions will apply.

9.04  VARIABLE LIFE ANNUITY TABLES
The Variable Life Annuity  Tables used in this Contract are dependent  upon age.
The amount of the first annuity payout will be based on an age  adjustment  that
is a specified  number of years younger than the  Annuitant's  current age. This
age adjustment is as follows:

          Date of First Payout              Age Adjustment
          --------------------              --------------
             Prior to 2003                                0 years
             2003 through 2009                            I year
             2010 through 2016                            2 years
             2017 through 2023                            3 years
             2024 through 2030                            4 years
             2031 through 2037                            5 years
             2038 and later                               6 years

9.05  PERIODIC WITHDRAWAL OPTION
The Owner must Request that all or part of the Annuity  Account Value be applied
to a Periodic Withdrawal Option.  While periodic withdrawals are being received:
o the  Owner may keep the same  Sub-Accounts  as were in force  before  periodic
withdrawals began; o charges and fees under this Contract continue to apply; and
o the Owner may continue to exercise all  contractual  rights that are available
prior to electing a payout option, except that no Contributions may be made.

9.06  HOW TO ELECT PERIODIC WITHDRAWALS
The Request of the Owner is required to elect,  or change the  election  of, the
Periodic  Withdrawal Option. The Owner must Request:
o the withdrawal  frequency of either 12-, 6-, 3-, or 1-month intervals;
o a withdrawal amount; a minimum of $100 is required;
o the calendar month,  day, and year on which withdrawals are to begin;
o one Periodic  Withdrawal Option; and
o the allocation of withdrawals from the Sub-Account(s) as follows:
     1) Prorate the amount to be paid across all  Sub-Accounts in proportion to
     the assets in each sub-account; or
     2) Select the Sub-Account(s) from which withdrawals  will be made. Once the
     Sub-Accounts(s) have been depleted,  GWL&A will  automatically  prorate the
     remaining withdrawals against all remaining available Sub-Accounts,  unless
     the Owner Requests the selection of another Sub-Account.

The Owner may elect to change the withdrawal  option and/or  frequency once each
calendar year. Periodic withdrawals will cease on the earlier of the date:
o the amount elected to be paid under the option  selected has been reduced to
  zero;
o the Annuity Account Value is zero;
o the Owner Requests that withdrawals stop;
o the  Owner  purchases  an  annuity  option;  or
o of  death  of an  Owner or the Annuitant.

9.07 PERIODIC  WITHDRAWAL  OPTIONS AVAILABLE The Owner must elect one of these 3
withdrawal options:
1)     Income for a Specified  Period for at least  thirty-six (36) months - The
       Owner elects the duration over which withdrawals will be made. The amount
       paid will vary based on the duration; or
2)     Income of a Specified Amount for at least thirty-six (36) months - The
       Owner elects the dollar amount of the withdrawals.  Based on the amount
       elected, the duration may vary; or
3)     Any Other Form for a period of at least thirty-six (36) months - Any
       other form of periodic withdrawal which is acceptable to GWL&A.


<PAGE>







                           Variable Life Annuity Table

                                     FEMALE

                         Monthly Payout for Each $1,000

                            of Annuity Account Value


                                                                          Page 1
            Without      With Guaranteed Period
Age of      Guaranteed   5        10       15     20
Annuitant   Period       Years    Years    Years  Years
    20       4.28        4.28      4.28   4.28    4.28
    21       4.29        4.29      4.29   4.29    4.29
    22       4.30        4.30      4.30   4.30    4.30
    23       4.31        4.31      4.31   4.31    4.31
    24       4.33        4.33      4.32   4.32    4.32
    25       4.34        4.34      4.34   4.33    4.33
    26       4.35        4.35      4.35   4.35    4.34
    27       4.37        4.37      4.36   4.36    4.36
    28       4.38        4.38      4.38   4.37    4.37
    29       4.40        4.40      4.39   4.39    4.38
    30       4.41        4.41      4.41   4.41    4.40
    31       4.43        4.43      4.43   4.42    4.42
    32       4.45        4.45      4.45   4.44    4.43
    33       4.47        4.47      4.46   4.46    4.45
    34       4.49        4.49      4.49   4.48    4.47
    35       4.51        4.51      4.51   4.50    4.49
    36       4.54        4.53      4.53   4.52    4.51
    37       4.56        4.56      4.55   4.55    4.54
    38       4.59        4.58      4.58   4.57    4.56
    39       4.61        4.61      4.61   4.60    4.59
    40       4.64        4.64      4.64   4.63    4.61
    41       4.67        4.67      4.67   4.65    4.64
    42       4.71        4.70      4.70   4.69    4.67
    43       4.74        4.74      4.73   4.72    4.70
    44       4.78        4.77      4.77   4.75    4.73
    45       4.81        4.81      4.80   4.79    4.76
    46       4.86        4.85      4.84   4.82    4.80
    47       4.90        4.89      4.88   4.86    4.83
    48       4.94        4.94      4.93   4.90    4.87
    49       4.99        4.99      4.97   4.95    4.91
    50       5.04        5.04      5.02   4.99    4.95

            Without      With Guaranteed Period
Age of      Guaranteed   5        10       15     20
Annuitant    Period      Years     Years   Years  Years
    51        5.10       5.09      5.07    5.04   5.00
    52        5.15       5.15      5.13    5.09   5.04
    53        5.21       5.21      5.18    5.14   5.09
    54        5.28       5.27      5.24    5.20   5.14
    55        5.35       5.34      5.31    5.26   5.19
    56        5.42       5.41      5.38    5.32   5.24
    57        5.50       5.48      5.45    5.39   5.30
    58        5.58       5.57      5.52    5.45   5.36
    59        5.67       5.65      5.60    5.53   5.41
    60        5.76       5.74      5.69    5.60   5.48
    61        5.86       5.84      5.78    5.68   5.54
    62        5.97       5.94      5.88    5.76   5.60
    63        6.08       6.06      5.98    5.85   5.66
    64        6.20       6.17      6.08    5.94   5.73
    65        6.34       6.30      6.20    6.03   5.79
    66        6.48       6.44      6.32    6.12   5.86
    67        6.63       6.58      6.45    6.22   5.92
    68        6.79       6.74      6.58    6.32   5.98
    69        6.97       6.91      6.72    6.43   6.04
    70        7.16       7.09      6.87    6.53   6.10
    71        7.36       7.28      7.03    6.63   6.15
    72        7.59       7.49      7.19    6.74   6.20
    73        7.83       7.71      7.36    6.84   6.25
    74        8.09       7.95      7.54    6.94   6.29
    75        8.38       8.21      7.72    7.04   6.33
    76        8.69       8.48      7.91    7.14   6.36
    77        9.02       8.77      8.10    7.22   6.39
    78        9.38       9.08      8.29    7.31   6.41
    79        9.77       9.41      8.48    7.38   6.44
    80       10.20       9.76      8.67    7.45   6.45



<PAGE>


















                           Variable Life Annuity Table

                                      MALE

                         Monthly Payout for Each $1,000

                            of Annuity Account Value



                                                                          Page 1
            Without      With Guaranteed Period
Age of      Guaranteed   5        10       15     20
Annuitant   Period       Years    Years    Years  Years
    20        4.34       4.34      4.34   4.34    4.33
    21        4.36       4.36      4.35   4.35    4.34
    22        4.37       4.37      4.37   4.36    4.35
    23        4.38       4.38      4.38   4.37    4.37
    24        4.40       4.40      4.39   4.39    4.38
    25        4.41       4.41      4.41   4.40    4.40
    26        4.43       4.43      4.42   4.42    4.41
    27        4.45       4.45      4.44   4.44    4.43
    28        4.47       4.46      4.46   4.45    4.45
    29        4.49       4.48      4.48   4.47    4.46
    30        4.51       4.50      4.50   4.49    4.48
    31        4.53       4.53      4.52   4.51    4.50
    32        4.55       4.55      4.54   4.54    4.53
    33        4.58       4.57      4.57   4.56    4.55
    34        4.60       4.60      4.59   4.59    4.57
    35        4.63       4.63      4.62   4.61    4.60
    36        4.66       4.66      4.65   4.64    4.62
    37        4.69       4.69      4.68   4.67    4.65
    38        4.72       4.72      4.71   4.70    4.68
    39        4.76       4.76      4.75   4.73    4.71
    40        4.80       4.79      4.78   4.76    4.74
    41        4.84       4.83      4.82   4.80    4.77
    42        4.88       4.87      4.86   4.84    4.80
    43        4.92       4.92      4.90   4.87    4.84
    44        4.97       4.96      4.94   4.91    4.87
    45        5.01       5.01      4.99   4.96    4.91
    46        5.06       5.06      5.04   5.00    4.95
    47        5.12       5.11      5.09   5.05    4.99
    48        5.17       5.16      5.14   5.09    5.04
    49        5.23       5.22      5.19   5.14    5.08
    50        5.30       5.28      5.25   5.20    5.13

            Without      With Guaranteed Period
Age of      Guaranteed   5        10       15     20
Annuitant    Period      Years     Years  Years   Years
    51        5.36       5.35      5.31   5.25    5.17
    52        5.43       5.42      5.37   5.31    5.22
    53        5.50       5.49      5.44   5.37    5.27
    54        5.58       5.56      5.51   5.43    5.33
    55        5.66       5.64      5.59   5.50    5.38
    56        5.75       5.73      5.67   5.57    5.43
    57        5.84       5.82      5.75   5.64    5.49
    58        5.94       5.91      5.84   5.71    5.55
    59        6.05       6.02      5.93   5.79    5.60
    60        6.16       6.13      6.03   5.87    5.66
    61        6.28       6.24      6.13   5.96    5.72
    62        6.41       6.37      6.24   6.04    5.78
    63        6.55       6.50      6.36   6.13    5.84
    64        6.70       6.65      6.48   6.22    5.89
    65        6.86       6.80      6.61   6.31    5.95
    66        7.04       6.96      6.74   6.40    6.01
    67        7.22       7.13      6.88   6.50    6.06
    68        7.42       7.31      7.02   6.59    6.11
    69        7.63       7.51      7.17   6.68    6.16
    70        7.85       7.71      7.32   6.78    6.20
    71        8.09       7.92      7.47   6.87    6.24
    72        8.35       8.15      7.63   6.96    6.28
    73        8.62       8.39      7.79   7.04    6.32
    74        8.91       8.64      7.96   7.12    6.35
    75        9.22       8.91      8.13   7.20    6.37
    76        9.56       9.18      8.29   7.28    6.40
    77        9.91       9.48      8.46   7.35    6.42
    78       10.29       9.78      8.62   7.41    6.44
    79       10.70      10.10      8.79   7.47    6.45
    80       11.14      10.43      8.94   7.52    6.47




<PAGE>



FLEXIBLE PREMIUM VARIABLE ANNUITY.
Contributions may be made until the Annuity Commencement Date or until the death
benefit is payable to a Beneficiary.  The Owner is as shown on the Contract Data
Page  unless  changed  as  provided  for in this  Contract.  GWL&A  will pay the
Annuitant the first of a series of annuity  payouts on the Annuity  Commencement
Date by applying  the Owner's  Annuity  Account  Value  according  to the Payout
Options  Provisions.  Subsequent  payouts  will be paid on the  same day of each
frequency    period    according   to   the   provisions   of   this   Contract.
Non-Participating. Not eligible to share in GWL&A's divisible surplus.





                   Great-West Life & Annuity Insurance Company
                                 A Stock Company
               8515 East Orchard Road Greenwood Village, CO 80111



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