Exhibit
4.1


 


[co-branding logo]


 


Great-West Life & Annuity Insurance Company


A Stock Company


 


	
  [8515 East Orchard Road

  	
  Greenwood Village, CO
  80111]

  



 


For service, call [1-800-537-2033 (extension 73343)]


 


Group Fixed Deferred Annuity Contract


Non-Participating


 


	
  CONTRACTHOLDER

  	
  [ABC
  Company]

  
	
   

  	
   

  
	
  PLAN SPONSOR

  	
  [ABC
  Company]

  
	
   

  	
   

  
	
  PLAN

  	
  [ABC
  Defined Compensation Plan]

  
	
   

  	
   

  
	
  CONTRACT NUMBER

  	
  [12345-01]

  
	
   

  	
   

  
	
  CONTRACT DATE

  	
  [January 1,
  2011]

  



 


Great-West
Life & Annuity Insurance Company (“Great-West”) agrees to pay annuity
benefits on behalf of GLWB Participants who choose an annuity payment option
under this Group Fixed Deferred Annuity Contract (the “Contract”).  The provisions on the following pages,
together with the Application for this Contract, are part of this Contract.


 


Signed
for Great-West Life & Annuity Insurance Company and effective on the
Contract Date.


 





 


This
Contract is a legal contract between Contractholder, Plan Sponsor and
Great-West Life & Annuity Insurance Company.  PLEASE READ THIS CONTRACT CAREFULLY.


 


This Contract has no cash value or surrender value.


 


This Contract does not pay dividends or death benefits.


 


[20 day
Free Look Certificate holder may return their certificate within 20 days of its
mailing and have all Contributions and Deposits refunded to him/her, if, after
examination, the certificate holder is not satisfied with it for any reason.]


 

















 


TABLE
of CONTENTS


 


	
  SECTION 1: DEFINITIONS

  	
  4

  
	
  SECTION 2: OWNERSHIP
  PROVISIONS

  	
  7

  
	
  2.01

  	
  OWNERSHIP OF THE CONTRACT; RIGHTS OF PLAN SPONSOR AND
  CONTRACTHOLDER

  	
  7

  
	
  2.02

  	
  TRANSFER AND ASSIGNMENT

  	
  7

  
	
  SECTION 3: GLWB ELECTION

  	
  8

  
	
  3.01

  	
  GLWB ELECTION

  	
  8

  
	
  3.02

  	
  GLWB INVESTMENT RESTRICTIONS

  	
  8

  
	
  3.03

  	
  GLWB TERMINATION DUE TO THE BENEFIT BASE
  REDUCING TO ZERO

  	
  8

  
	
  SECTION 4: THE ACCUMULATION
  PHASE AND CALCULATION OF THE BENEFIT BASE

  	
  9

  
	
  4.01

  	
  INITIAL BENEFIT BASE

  	
  9

  
	
  4.02

  	
  ADDITIONAL CONTRACT CONTRIBUTIONS

  	
  9

  
	
  4.03

  	
  ANNUAL ADJUSTMENTS TO BENEFIT BASE

  	
  9

  
	
  4.04

  	
  EFFECT OF DISTRIBUTIONS AND TRANSFERS
  DURING THE ACCUMULATION PHASE

  	
  9

  
	
  4.05

  	
  LOANS

  	
  10

  
	
  4.06

  	
  QDROS DURING ACCUMULATION PHASE

  	
  10

  
	
  4.07

  	
  DEATH DURING ACCUMULATION PHASE

  	
  10

  
	
  SECTION 5: WITHDRAWAL PHASE

  	
  11

  
	
  5.01

  	
  CALCULATION OF GUARANTEED ANNUAL
  WITHDRAWAL

  	
  11

  
	
  5.02

  	
  INSTALLMENT FREQUENCY OPTIONS

  	
  11

  
	
  5.03

  	
  EFFECT OF INSTALLMENTS ON COVERED FUND
  VALUE

  	
  12

  
	
  5.04

  	
  RATCHET TO BENEFIT BASE DURING THE
  WITHDRAWAL PHASE

  	
  12

  
	
  5.05         OPTIONAL RESETS OF THE GUARANTEED ANNUAL WITHDRAWALS
  DURING THE WITHDRAWAL PHASE

  	
  12

  
	
  5.06

  	
  EFFECT OF EXCESS WITHDRAWALS DURING THE
  WITHDRAWAL PHASE

  	
  13

  
	
  5.07

  	
  CHANGE OF INSTALLMENT FREQUENCY DURING
  WITHDRAWAL PHASE

  	
  13

  
	
  5.08

  	
  QDROS DURING WITHDRAWAL PHASE

  	
  13

  
	
  5.09

  	
  VESTING

  	
  14

  
	
  5.10

  	
  PAYMENTS ON DEATH DURING WITHDRAWAL PHASE

  	
  15

  
	
  SECTION 6: SETTLEMENT PHASE

  	
  16

  
	
  6.01

  	
  CONTRACT RIGHTS AND BENEFITS

  	
  16

  
	
  6.02

  	
  FEES

  	
  16

  
	
  6.03

  	
  INSTALLMENTS

  	
  16

  
	
  6.04

  	
  QDROS DURING THE SETTLEMENT PHASE

  	
  16

  
	
  6.05

  	
  DEATH DURING THE SETTLEMENT PHASE

  	
  16

  
	
  SECTION 7: BENEFIT BASE CAP

  	
  17

  
	
  SECTION 8: REQUIRED MINIMUM
  DISTRIBUTION

  	
  18

  
	
  SECTION 9: GUARANTEE BENEFIT
  FEE

  	
  19

  
	
  SECTION 10: CONTRACT
  TERMINATION

  	
  20

  
	
  SECTION 11: GENERAL
  PROVISIONS

  	
  21

  
	
  11.01

  	
  CONTRACT

  	
  21

  
	
  11.02

  	
  CERTIFICATE

  	
  21

  
	
  11.03

  	
  ENTIRE CONTRACT

  	
  21

  
	
  11.04

  	
  CONTRACT MODIFICATION

  	
  21

  
	
  11.05

  	
  MODIFICATION OF COVERED FUNDS

  	
  21

  
	
  11.06

  	
  PLAN PROVISIONS

  	
  21

  
	
  11.07

  	
  NON-PARTICIPATING

  	
  21

  
	
  11.08

  	
  CURRENCY AND CONTRACT CONTRIBUTIONS

  	
  21

  
	
  11.09

  	
  NOTICES OR OTHER COMMUNICATIONS

  	
  22

  
	
  11.10

  	
  DISCLAIMER

  	
  22

  
	
  11.11

  	
  REPRESENTATIONS

  	
  22

  
	
  11.12

  	
  NON-WAIVER

  	
  22

  
	
  11.13

  	
  APPLICABLE TAX

  	
  22

  
	
  11.14

  	
  INFORMATION

  	
  22

  
	
  11.15

  	
  ROLLOVERS

  	
  22

  



 


2

















 


	
  SECTION 12: ANNUITY PAYMENT
  OPTIONS

  	
  23

  
	
  12.01

  	
  EFFECT OF ANNUITIZATION

  	
  23

  
	
  12.02

  	
  ANNUITY PAYMENT OPTIONS

  	
  23

  
	
  12.03

  	
  ELECTION OF ANNUITY OPTIONS

  	
  23

  
	
  SECTION 13: MISSTATEMENT OF
  AGE OR DEATH

  	
  24

  



 


3

















 


SECTION 1: DEFINITIONS


 


Account — A separate
record maintained by the Plan Sponsor or its designee in the name of each GLWB
Participant which reflects his or her interests in the assets in both Covered
Fund(s) and other investment options in the Plan.


 


Accumulation
Phase — The period of time between the 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 Plan
Participant or any other person recognized under applicable 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 a Plan with respect to such 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.


 


Applicable
Tax — The amount of tax, if any, charged by a state or other governmental
authority.


 


Attained
Age — The GLWB Participant’s age on a Ratchet Date.


 


Beneficiary — A person or
entity designated by the Account holder or under the terms of the Plan to
receive all or a portion of the Account upon the death of the Account holder.


 


Benefit
Base — The amount that is multiplied by the Guaranteed Annual Withdrawal
Percentage to calculate the Guaranteed Annual Withdrawal.  The Benefit Base increases dollar-for-dollar
upon any Contract Contribution and is reduced proportionately for an Excess
Withdrawal.  The Benefit Base can also
increase with positive market performance on the Ratchet Date.  Each Covered Fund will have its own Benefit
Base.  A Covered Fund Benefit Base cannot
be transferred to another Covered Fund.


 


Business
Day — Any day, and during the hours, on which the New York Stock Exchange
is open for trading.  In the event that a
date falls on a non-Business Day, the date of the preceding Business Day will
be used.


 


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


 


Contract
Contributions — GLWB Participant directed amounts received and
allocated to the GLWB Participant’s Covered Fund(s) including rollovers as
defined under Section 402 of the Code and Transfers.  Reinvested dividends, capital gains, and
settlements arising from the Covered Fund(s) will not be considered
Contract Contributions for the purpose of calculating the Benefit Base but will
affect the Covered Fund Value.


 


Contract
Date — The date the Contract is issued.


 


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


 


·                  [Maxim SecureFoundationSM Balanced Portfolio]


·                  [Maxim SecureFoundation SM Lifetime Portfolios]


·                  Any other fund as approved by Great-West for
the GLWB


 


Covered
Fund Value — The aggregate value of each Covered Fund held in
the Account.


 


Covered
Person(s) — For purposes of this Contract, the person(s) whose
age determines the Guaranteed Annual Withdrawal Percentage and on whose life
the Guaranteed Annual Withdrawal Amount will be based.  If there are two Covered Persons, the
Guaranteed Annual Withdrawal 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
Participant’s spouse and the 100% primary beneficiary under the Plan.


 


4

















 


Distributions — Amounts paid
to a GLWB Participant from a Covered Fund pursuant to the terms of the Plan and
the Code.


 


Election
Date — The date on which the 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.


 


ERISA —
Employee Retirement Income Security Act.


 


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, pursuant to Section 4.04 and Section 5.06.  Neither the Guarantee Benefit Fee nor any
other fees and charges assessed against the Covered Fund, as directed by Plan
Sponsor and as agreed to by Great-West, shall be treated as a Distribution or
Excess Withdrawal for this purpose.


 


GLWB
Participant — A Plan Participant, Alternate Payee or Beneficiary
who is:  (i) eligible to elect the
GLWB, pursuant to the Covered Fund prospectus or disclosure document; (ii) invested
in a Covered Fund(s); and (iii) a Covered Person.


 


Great-West — Great-West
Life & Annuity Insurance Company, located at the Administrative
Offices.


 


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 Contract.


 


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) at the time of 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 fee described in Section 9 of the
Contract.


 


Guaranteed
Lifetime Withdrawal Benefit (GLWB) — A payment option offered
by the 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.


 


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


 


Installments — Periodic
payments of the GAW made pursuant to Section 5.02.


 


Installment
Frequency Options — The options listed in Section 5.02.


 


Plan — The name of
the plan as noted on the first page of the Contract.


 


Plan
Participant — An individual eligible to participate in the
Plan.


 


Plan
Sponsor — An entity maintaining the Plan on behalf of Participants, Alternate
Payees and Beneficiaries.


 


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 Participant and that complies with
the requirements of the Code and ERISA, if applicable, and that is approved by
the Plan.


 


Ratchet — An increase
in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base
on the Ratchet Date, pursuant to Section 4.03 and Section 5.04.


 


Ratchet
Date — During the Accumulation Phase, the Ratchet Date is the anniversary
of the GLWB Participant’s Election Date and each anniversary thereafter.  During the Withdrawal Phase, the Ratchet Date
is the Initial 


 


5

















 


Installment
Date and each anniversary thereafter.  If
any anniversary in the Accumulation and Withdrawal 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 this Contract, or as required by
Great-West.  The Request is subject to
any action taken by Great-West before the Request was processed.


 


Reset — An optional
GLWB Participant election during the Withdrawal 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.


 


RMD — Required
Minimum Distribution, as described in Section 8.


 


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


 


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


 


Withdrawal
Phase — The period of time between the Initial Installment Date and the
first day of the Settlement Phase.


 


6

















 


SECTION 2: OWNERSHIP PROVISIONS


 


2.01        OWNERSHIP OF THE CONTRACT;
RIGHTS OF PLAN SPONSOR AND CONTRACTHOLDER


 


The
Contractholder is the owner and is identified on the first page of the
Contract.  The Plan Sponsor and the
Contractholder have certain rights and privileges as set forth under this
Contract.  A Participant’s, Alternate
Payee’s or Beneficiary’s vested interest in his or her Account is
nonforfeitable, pursuant to Code section 403(b)(1)(C) and Treas. Reg. §
1.403(b)-3(a)(2).


 


2.02        TRANSFER AND ASSIGNMENT


 


The
interests of the Contractholder and Plan Sponsor  in
this Contract may not be transferred, sold, assigned, pledged, charged,
encumbered, or in any way alienated; however, if the Plan is consolidated or
merged with another plan or if the assets and liabilities of the Plan are
transferred to another plan, the Contract may be assigned to the new Plan
Sponsor and/or trustee.


 


7

















 


SECTION 3: GLWB ELECTION


 


3.01        GLWB
ELECTION


 


An
individual eligible to become a GLWB Participant makes a GLWB election by
investing in a Covered Fund through a Great-West approved method and pursuant
to the terms of the Covered Fund prospectus or disclosure document.  Such individual may elect the GLWB on any
Business Day on or after the Contract Date as long as he or she is younger
than age 85 on the Election Date. 
Great-West will record an Election Date for each GLWB Participant.


 


3.02        GLWB
INVESTMENT RESTRICTIONS


 


The
GLWB applies only to the Covered Fund Value subject to Section 7 of the
Contract.


 


3.03        GLWB TERMINATION DUE TO THE BENEFIT BASE REDUCING TO ZERO


 


The
GLWB is cancelled when the GLWB Participant causes the Covered Fund Value or
Benefit Base to be reduced to zero prior to the Settlement Phase due to one or
more Excess Withdrawals.  If the GLWB is
cancelled, the Benefit Base, GAW and any other benefit accrued or received
under the GLWB shall terminate.  The GLWB
Participant shall not make a subsequent Transfer into the same Covered Fund
until at least ninety (90) calendar days after the termination, but other
Contract Contributions will be allowed, at which point a new Election Date
would be recorded.  In this situation,
the Benefit Base will be based on the current Covered Fund Value on the date
the new GLWB is established.


 


8

















 


SECTION 4: THE ACCUMULATION PHASE AND CALCULATION
OF THE BENEFIT BASE


 


4.01        INITIAL
BENEFIT BASE


 


The
Initial Benefit Base is the sum of all Contract Contributions initially
allocated to the Covered Fund(s) on the Election Date.


 


4.02        ADDITIONAL
CONTRACT CONTRIBUTIONS


 


Additional
Contract Contributions may be allocated to the Covered Fund(s) only during
the Accumulation Phase.  Additional
Contract Contributions made any time after the Election Date will increase the
Benefit Base dollar-for-dollar.  Each
GLWB Participant’s salary reduction Contract Contributions are limited to the
amount permitted under Code section 402(g). 
The Contractholder or a GLWB Participant, as applicable, must Request
that any excess salary reduction Contract Contributions be distributed in a timely
manner in accordance with the Code; such Distribution will be an Excess
Withdrawal as provided in 4.04 below. 
Great-West reserves the right to refuse additional Contract
Contributions, at any time and for any reason. 
If Great-West refuses additional Contract Contributions, the GLWB
Participant shall retain all other rights under the Contract.


 


4.03        ANNUAL
ADJUSTMENTS TO BENEFIT BASE


 


On
each Ratchet Date during the Accumulation Phase, the Benefit Base automatically
adjusts to the greater of:


 


(a) the
current Benefit Base; or


 


(b) the
current Covered Fund Value.


 


4.04        EFFECT
OF DISTRIBUTIONS AND TRANSFERS DURING THE ACCUMULATION PHASE


 


Any
Transfer out of a Covered Fund(s) by the GLWB Participant during the
Accumulation Phase will be an Excess Withdrawal.  If GLWB Participant Transfers any asset out
of a Covered Fund(s), he or she shall be prohibited from making any Transfer
into the same Covered Fund(s) for at least ninety (90) calendar days.


 


At
the time of any partial or periodic Distribution, if the Covered Person(s) is
[55] years of age or older, the GLWB Participant may elect to begin receiving
Installments and establish his or her GAW% at that time. If the GLWB
Participant chooses not to establish the GAW%, the Distribution will be treated
as an Excess Withdrawal.  If the Covered
Person(s) is not yet [55] years old, then any partial or periodic
Distribution will be treated as an Excess Withdrawal.  The Benefit Base will be reduced by the ratio
of the Covered Fund Value after the Excess Withdrawal to the previous Covered
Fund Value.


 


Any
Distribution from the Covered Fund(s) required to satisfy any contribution
limitation imposed by the Code or ERISA, if applicable, on the Plan, or the
GLWB Participant as a Plan Participant, will be an Excess Withdrawal at all
times.


 


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


 


Numerical Example


 


Excess
Withdrawals during the Accumulation Phase are illustrated as follows:


 


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


 


Benefit
Base = $100,000


 


Excess Withdrawal
amount: $10,000


 


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


 


9

















 


4.05        LOANS


 


During
the Accumulation Phase, a GLWB Participant may elect to take a loan on his or
her Account, if allowed by the 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, a  GLWB
Participant cannot make any Transfer into the same Covered Fund for at least
ninety (90) calendar days after the loan but he or she may continue to make
other Contract Contributions into the Covered Fund and establish a new Election
Date.  To the extent a GLWB Participant
has an outstanding Plan loan affecting Covered Fund Value, GLWB Participant
must repay the Plan loan before Installments can begin.  Plan loans cannot be made from Covered Fund
Value during Withdrawal Phase.


 


4.06        QDROS
DURING ACCUMULATION PHASE


 


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


 


If
an Alternate Payee is the GLWB Participant’s spouse during Accumulation Phase,
he or she may elect to become a GLWB Participant, either by maintaining the
current Benefit Base of the previous GLWB Participant, divided pursuant to the
terms of the QDRO or establishing a new Benefit Base based on the current
Covered Fund Value on the date his or her Account is established and he or she
will continue as a GLWB Participant.  If
Alternate Payee elects to maintain the current Benefit Base, the Benefit Base
will be divided between GLWB Participant and the Alternate Payee in the same
proportion as their respective Covered Fund Values pursuant to the terms of the
QDRO.  In either situation, the Alternate
Payee’s 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 Election Date will be
based on the current Covered Fund Value on the date his or her Account is
established.


 


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


 


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


 


4.07        DEATH
DURING ACCUMULATION PHASE


 


If
a GLWB Participant dies before the Initial Installment Date, the GLWB will
terminate and the Covered Fund Value shall be paid to the Beneficiary in
accordance with the terms of the Plan (unless an election is made by a spouse
Beneficiary as provided in this section). 
A spouse Beneficiary may elect to become a new GLWB Participant and
maintain the deceased GLWB Participant’s current Benefit Base (or proportionate
share if multiple Beneficiaries) as of the date of death.  A spouse Beneficiary also has the option to
establish an Account with a new Benefit Base based on the current Covered Fund
Value on the date the Account is established. 
In either situation, the spouse Beneficiary shall become a GLWB
Participant and the Ratchet Date will be the new Election Date when his or her
Account is established.


 


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


 


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


 


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


 


10
















 


SECTION 5: WITHDRAWAL PHASE


 


5.01        CALCULATION
OF GUARANTEED ANNUAL WITHDRAWAL


 


The
GAW is calculated by multiplying the Benefit Base by the GAW%, based on the age
of the Covered Person(s) on the Initial Installment Date.   If a Request is made to begin Installments,
Great-West shall compare the current Benefit Base to the current Covered Fund
Value on the Initial Installment Date. 
If the Covered Fund Value exceeds the Benefit Base, the Covered Fund
Value shall become the Benefit Base and the GAW shall be based on that amount.


 


The
GLWB Participant must provide information sufficient for Great-West to
determine the age of each Covered Person. 
Installments shall not begin and an Initial Installment Date shall not
be recorded until Great-West receives appropriate information about the Covered
Person(s) in good order and in manner reasonably satisfactory to
Great-West.


 


Single
Covered Person: GAWs shall not begin until a single Covered Person
attains age [55] and has a distributable event under the Plan and the Code.


 


Joint
Covered Person: If there are two Covered Persons, GAWs may not
begin until both Covered Persons reach age [55] and there is a distributable
event under the Plan and the Code.  If
the GLWB Participant elects to declare his or her spouse as a joint Covered
Person, the election is irrevocable and the GAW % will be determined by the age
of the younger life on the Initial Installment Date, and the spouse must be the
GLWB Participant’s sole Beneficiary.


 


Any
Distribution taken before the youngest Covered Person attains age [55] shall be
considered an Excess Withdrawal, pursuant to Section 4.04.


 


No
Contract Contributions shall be made to the Covered Fund(s) on and after
the Initial Installment Date.


 


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


 


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


 


	
  Single Covered Person

  	
   

  	
  Joint Covered Person

  
	
   

  	
   

  	
   

  
	
  [3.0%
  - 5.0%] for life at ages [55-64]

  	
   

  	
  [2.50%
  - 4.50%] for youngest joint life at [55-64]

  
	
  [4.0%
  - 6.0%] for life at ages [65-69]

  	
   

  	
  [3.50%
  - 5.50%] for youngest joint life at [65-69]

  
	
  [5.0%
  - 7.0%] for life at ages [70-79]

  	
   

  	
  [4.50%
  - 6.50%] for youngest joint life at [70-79]

  
	
  [6.0%
  - 8.0%] for life at ages [80+]

  	
   

  	
  [5.50%
  - 7.50%] for youngest joint life at [80+]

  
	
  [X%
  for life at ages X]

  	
   

  	
  [X%
  for youngest joint life at X]

  



 


The
Installment equals the GAW divided by the number of payments per year under the
elected Installment Frequency Option, as defined in Section 5.02.


 


5.02        INSTALLMENT
FREQUENCY OPTIONS


 


Installment
Frequency Options are as follows:


 


(a) Annual
— the GAW will be paid on the Initial Installment Date and each anniversary
annually thereafter.


 


(b) Semi-Annual
— half of the GAW will be paid on the Initial Installment Date and in
Installments every 6 month anniversary thereafter.


 


(c) Quarterly
— one quarter of the GAW will be paid on the Initial Installment Date and in
Installments every 3 month anniversary thereafter.


 


11

















 


(d) Monthly
— one-twelfth of the GAW will be paid on the Initial Installment Date and in
Installments every monthly anniversary thereafter.


 


If
an Installment is scheduled to be made on a non-Business Day, the Installment
shall be paid on the immediately preceding Business Day.


 


5.03        EFFECT
OF INSTALLMENTS ON COVERED FUND VALUE


 


Installments
will reduce the Covered Fund Value on a dollar-for-dollar basis.


 


5.04        RATCHET
TO BENEFIT BASE DURING THE WITHDRAWAL PHASE


 


On
each Ratchet Date, the Benefit Base automatically adjusts to the greater of:


 


(a) the
current Benefit Base; or


 


(b) the
current Covered Fund Value.


 


GAWs
will adjust annually on the Ratchet Date based on the new Benefit Base.


 


5.05        OPTIONAL
RESETS OF THE GUARANTEED ANNUAL WITHDRAWALS DURING THE WITHDRAWAL PHASE


 


Annually
a GLWB Participant may Request a Reset of the GAW during the Withdrawal Phase
at least thirty (30) calendar days prior to the Ratchet Date.  If requested, Great-West shall multiply the
Covered Fund Value as of the Ratchet Date by the GAW% (based on GLWB
Participant’s Attained Age) 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.


 


Example:                                             If                                     (Attained Age
GAW%) x (Covered Fund Value as of Ratchet Date) >


(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:


 


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:


 


Age
at Initial Installment Date: 60


Attained
Age: 70


Covered
Fund Value = $75,000


Current
Benefit Base = $125,000


 


12

















 


Current
GAW % before Ratchet:  4%


Attained
Age GAW% after Ratchet Date: 6%


 


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


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


 


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


 


5.06        EFFECT
OF EXCESS WITHDRAWALS DURING THE WITHDRAWAL PHASE


 


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


 


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


 


Numerical Example:


 


Covered
Fund Value before GAW = $55,000


Benefit
Base = $100,000


GAW
%: 5%


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


 


Total
annual withdrawal: $10,000

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


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


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


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


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


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


 


5.07        CHANGE
OF INSTALLMENT FREQUENCY DURING WITHDRAWAL PHASE


 


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


 


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


 


5.08        QDROS
DURING WITHDRAWAL PHASE


 


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


 


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


 


13

















 


Payee
is the GLWB Participant’s spouse, he or she may elect to receive his or her
portion of the Covered Fund Value as a lump sum Distribution or can separately
elect to become a GLWB Participant pursuant to the provisions of Section 4.06.


 


Pursuant
to the instructions in the QDRO, if there are two Covered Persons, the Benefit
Base and GAW will be divided in the same proportion as their respective Covered
Fund Value as of the effective date of the QDRO.  GLWB Participant may continue to receive the
proportional GAWs after the accounts are split, based on the amounts calculated
pursuant to the joint Covered Person GAW%. 
If the Alternate Payee is the GLWB Participant’s spouse, he or she may
elect to receive his or her portion of the Covered Fund Value as a lump sum
Distribution or can separately elect to continue proportionate GAWs in the
Withdrawal Phase based on the amounts calculated pursuant to the joint Covered
Persons GAW% in Section 5.01 after the accounts are split.   A new Ratchet Date will be established for
the Alternate Payee on the date the Accounts are split.  Pursuant to Section 5.05, the GLWB
Participant and Alternate Payee can each elect a Reset based on the person’s
own Attained Age GAW% for joint Covered Persons.


 


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


 


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


 


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


 


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


 


5.09        VESTING


 


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


 


Numerical Example:


 


·    GLWB Participant
information:


 


·                  $100,000 Benefit Base


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


·                  Vesting percent at age 62:
50%


·                  Vesting percent at age 63:
60%


·                  Vesting percent at age 64:
70%


 


·    Guaranteed Annual Withdrawal:


 


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


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


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


 


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


 


14

















 


Numerical Example:


 


·    GLWB Participant information:


 


·                  $100,000 Benefit Base


·                  $60,000 Covered Fund Value


·                  GAWs start at age 62: 5%


·                  Vested percent at age 62:
50%


 


·    When GAWs start:


 


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


 


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


·                  Note: Covered Fund Value is
reduced by 50%


 


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


 


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


·                  Note: New Benefit Base is
$50,000


 


·                  GAWs start based on new
Benefit Base:


 


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


 


5.10        PAYMENTS
ON DEATH DURING WITHDRAWAL PHASE


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


SECTION 6: SETTLEMENT PHASE


 


6.01        CONTRACT
RIGHTS AND BENEFITS


 


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


 


6.02        FEES


 


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


 


6.03        INSTALLMENTS


 


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


 


6.04        QDROS
DURING THE SETTLEMENT PHASE


 


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


 


6.05        DEATH
DURING THE SETTLEMENT PHASE


 


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


 


16

















 


SECTION 7: BENEFIT BASE CAP


 


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


 


17

















 


SECTION 8: REQUIRED MINIMUM DISTRIBUTION


 


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


 


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


 


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


 


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


 


18

















 


SECTION 9: GUARANTEE BENEFIT FEE


 


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


 


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


 


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


 


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


 


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


 


19

















 


SECTION 10: CONTRACT TERMINATION


 


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


 


If the
Plan Sponsor Terminates the Contract


 


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


 


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


 


If
Great-West Terminates the Contract


 


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


 


Other
Termination


 


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


 


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


 


20
















 


SECTION 11: GENERAL PROVISIONS


 


11.01      CONTRACT


 


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


 


11.02      CERTIFICATE


 


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


 


11.03      ENTIRE CONTRACT


 


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


 


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


 


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


 


11.04      CONTRACT MODIFICATION


 


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


 


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


 


11.05      MODIFICATION OF COVERED FUNDS


 


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


 


11.06      PLAN PROVISIONS


 


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


 


11.07      NON-PARTICIPATING


 


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


 


11.08      CURRENCY AND CONTRACT CONTRIBUTIONS


 


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


 


21

















 


11.09      NOTICES OR OTHER COMMUNICATIONS


 


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


 


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


 


11.10      DISCLAIMER


 


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


 


11.11      REPRESENTATIONS


 


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


 


11.12      NON-WAIVER


 


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


 


11.13      APPLICABLE
TAX


 


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


 


11.14      INFORMATION


 


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


 


11.15      ROLLOVERS


 


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


 


22

















 


SECTION 12: ANNUITY PAYMENT OPTIONS


 


12.01      EFFECT
OF ANNUITIZATION


 


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


 


12.02      ANNUITY PAYMENT OPTIONS


 


If,
based upon information provided by Plan Sponsor, the GLWB Participant is
entitled to a Distribution under the applicable terms and provisions of the
Plan and the Code sections governing the Plan, all or a portion of an Account may
be applied to an annuity payment option selected by the GLWB Participant, so
long as the requirements of Code section 401(a)(9) are met.  Thereafter, this Contract shall no longer be
applicable with respect to amounts in the annuity payment option.


 


The
amount to be applied to an annuity payment option is: (i) the portion of
the vested Account value elected by GLWB Participant, less (ii) Applicable
Tax, if any, less (iii) any fees and charges described in the Contract.


 


The
minimum amount that may be applied under the elected annuity option is
$[5,000].  If any payments to be made
under the elected annuity payment option will be less than $[50], Great-West
may make the payments in the most frequent interval that produces a payment of
at least $[50].


 


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


 


12.03      ELECTION OF ANNUITY OPTIONS


 


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


 


To
the extent available under the Plan, the available annuity payment options are:


 


Income
for Single Life Only


 


Income
for Single Life with Guaranteed Period


 


Income
for Joint Life Only


 


Income
for Joint Life with Guaranteed Period


 


Income
for a Specific Period


 


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


 


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


 


Annuity
purchase rates will be the same rates that are available for a single premium
immediate annuity currently offered by Great-West at the time of annuitization.


 


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SECTION 13: MISSTATEMENT OF AGE OR DEATH


 


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


 


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


 


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