Great West Life & Annuity Insurance 10-K/A 2009 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

    [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 333-1173

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

COLORADO	84-0467907
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
8515 EAST ORCHARD ROAD, GREENWOOD VILLAGE, CO 80111
(Address of principal executive offices)
(303) 737-3000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:                                                                                                           None

Securities registered pursuant to Section 12(g) of the Act:                                                                                                           None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ] No [  ]  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company as defined in Rule 12b-2 of the Act.

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [X] Smaller reporting company  [  ]

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.

Yes [  ] No [X]

As of June 30, 2009, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was $0.

As of February 1, 2010, 7,032,000 shares of the registrant’s common stock were outstanding, all of which were owned by the registrant’s parent company.

Explanatory Note

Great-West Life & Annuity Insurance Company (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was originally filed with the Securities and Exchange Commission on February 19, 2010 (the “Form 10-K”), solely to (i) update the disclosure contained therein to comply with certain compensation and corporate governance rules recently adopted by the SEC that became effective subsequent to the date the Company initially filed the Form 10-K with the SEC; (ii) correct a reference to members of the Company’s Conduct Review Committee; and (iii) file the most recent versions of certain benefit plans as exhibits.

This Form 10-K/A addresses the matters indicated above by amending the Table of Contents, by deleting Item 4 in its entirety, and by amending and restating in their entirety Items 10, 11, 13 and 15.

Except as described above, no changes have been made to the Form 10-K, and this Amendment No. 1 does not amend, update or change the financial statements or any other items or disclosure in the Form 10-K. This Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures and should be read in conjunction with the Form 10-K.

As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by the principal executive officer and the principal financial officer of the Company have been filed as exhibits to this Amendment No. 1.

Amended Table of Contents

Item 4 of the Table of Contents is hereby amended by changing the title from “Submission of Matters to a Vote of Security Holders”to “RESERVED”.

The Table of Contents is further amended by adding a new Item 11.11 titled “Compensation Policies and Risk Management”.

Deletion of Item 4

Item 4 is deleted in its entirety.

Amended and Restated Item 10

Item 10 is amended and restated in its entirety as follows:

Item 10.

Directors and Executive Officers of the Registrant

10.1  Identification of Directors

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			Director
Director		Age	from	Principal Occupation(s) for Last Five Years
James Balog		81	1993	Corporate Director
	1  2  5  6
John L. Bernbach		65	2006	Chief Operating Officer, Engine USA
	5  6
André Desmarais, O.C.		53	1997	Deputy Chairman, President and Co-Chief
	1  2  4  6  7  8			Executive Officer, Power Corporation;
				Co-Chairman, Power Financial Corporation
Paul Desmarais, Jr.		55	1991	Chairman and Co-Chief Executive
	1  2  4  6  7  8			Officer, Power Corporation; Co-Chairman,
				Power Financial Corporation
Mitchell T.G. Graye		54	2008	President and Chief Executive Officer of
	1  2			the Company
Alain Louvel		64	2006	Corporate Director
	3  5
Raymond L. McFeetors		65	2006	Chairman of the Board of the Company;
	1  2  4  6  8			Chairman of the Board of Lifeco,
				Great-West Life, CLAC and London Life
				Insurance Company
Jerry E.A. Nickerson		73	1994	Chairman of the Board, H.B.Nickerson
	3  8			& Sons Limited
R. Jeffrey Orr		51	2005	President and Chief Executive Officer,
	1  2  4  6  8			Power Financial Corporation since May
				2005; previously President and Chief
				Executive Officer of IGM Financial Inc.
Michel Plessis-Bélair, F.C.A.		67	1991	Vice Chairman, Power Corporation
	3  8
Henri-Paul Rousseau		61	2009	Vice Chairman, Power Corporation since
	1  2  8			January 2009; previously President
				and Chief Executive Officer
				of la Caisse de dépot et placement
				du Québec
Raymond Royer		71	2009	Corporate Director since December 2008;
	3  8			previously President and Chief Executive
				Officer of Domtar Inc.
Philip K. Ryan		53	2008	Executive Vice President and Chief
	1  2  3  8			Financial Officer, Power Corporation
				since January 2008; Executive
				Vice President and Chief Financial
				Officer, Power Financial Corporation
				since January 2008; previously Chief
				Financial Officer, Credit Suisse Group
T. Timothy Ryan, Jr.		64	2009	President and Chief Executive Officer of the
	1  2			Securities Industry and Financial Markets
				Association since January 2008; previously
				Vice Chairman of JPMorgan Chase
Brian E. Walsh		56	1995	Managing Partner, Saguenay Capital, LLC
	1  2  4  6  8

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1   Member of the Executive Committee.

2   Member of the Investment and Credit Committee.

3   Member of the Audit Committee.

4   Member of the Compensation Committee.

5   Member of the Conduct Review Committee.

6   Member of the Governance and Nominating Committee.

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

8   Also a director of Great-West Life.

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

The appointments of directors are confirmed annually.

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

Director	Current Directorships	Former Directorships and Dates
A. Desmarais	CITIC Pacific Limited	BELLUS Health Inc. (formerly Neurochem, Inc.) - 05/2006 through 06/2009
P. Desmarais, Jr.	TOTAL S.A.	*GDF Suez
M.T.G. Graye	Maxim Series Fund, Inc.
R.J. Orr	Panagora Asset Management, Inc.
R. Royer		Shell Canada Limited - 02/2000 through 04/2007
P.K. Ryan	Panagora Asset Management, Inc.
T.T. Ryan, Jr.	Lloyds Banking Group PLC
B.E. Walsh	Saguenay Capital, LLC

* Mr. Desmarais remains a director of GDF Suez which deregistered with the Securities and Exchange Commission during 2009.

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

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

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

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James Balog

Mr. Balog has had a long and varied career in the investment field. After a decade at Merck and Co., in both technical and business areas, he began working on Wall Street as an investment analyst and portfolio manager. His Wall Street career extended over thirty years and included posts in investment research and banking, brokerage, and general management. He has served as Chairman and Director of several mutual fund and asset management companies. He holds a Bachelor of Science degree from Penn State University (chemistry and biology) and an MBA from Rutgers University School of Business (Finance). Mr. Balog also serves on the Board of Directors of Putnam Investments. Throughout his career he has served on the Boards of healthcare, mutual fund and asset management companies, foundations, and on various committees at the national level de voted to healthcare policy and social security issues.

John L. Bernbach

Mr. Bernbach is Chief Operating Officer of Engine USA, a media and marketing services company, which is a subsidiary of The Engine Group Ltd, headquartered in the U.K. He was also a co-founder of NTM (Not Traditional Media) Inc. in 2003, a marketing and media advisory firm that worked with clients and media companies to develop strategies integrating nontraditional marketing solutions and new media models. Prior to that, Mr. Bernbach was Chairman and CEO of The Bernbach Group, an executive management consulting business. From 1995 to 2000, Mr. Bernbach served as Director and then CEO and Chairman of North American Television, which produced and distributed news and entertainment programming. In 1994, Mr. Bernbach launched the publication of luxury goods magazines in China, Japan, France and Spain. Prior to 1994, Mr. Bernbach spent 22 year s at the advertising firm Doyle Dane Bernbach, the last eight as President/COO of DDB Needham Worldwide. Mr. Bernbach currently serves on the Boards of Putnam Investments, Collective Intellect, Cellfish Media and Casita Maria and as an advisor to The Blackstone Group.

André Desmarais

Mr. Desmarais is Co-Chairman of Power Financial and Deputy Chairman, President and Co-Chief Executive Officer of Power Corporation. Prior to joining Power in 1983, he was Special Assistant to the Minister of Justice of Canada and an institutional investment counselor at Richardson Greenshields Securities Ltd. He has held a number of senior positions with Power group companies. Mr. Desmarais is a Director of Great-West Life, London Life Insurance Company (“London Life”), CLAC, Crown Life Insurance Company (“Crown Life”) and Putnam Investments. He is a Director of IGM Financial Inc. (“IGM”), Investors Group Inc. (Investors Group”) and Mackenzie Inc. (“Mackenzie”). He is also a Director of Power Financial, Pargesa Holding S.A. (“Pargesa”) in Europe, Power Corporation and CITIC Pacific Ltd. in Asia. He was a Director of Bombardier Inc. until 2004. Mr. Desmarais is Honorary Chairman of the Canada China Business Council and is a member of several China-based organizations. Mr. Desmarais is active in cultural, health and other not-for-profit organizations. He is an Officer of the Order of Canada and of the Ordre National du Québec.

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Paul Desmarais, Jr.

Mr. Desmarais is Co-Chairman of Power Financial and Chairman and Co-Chief Executive Officer of Power Corporation. Prior to joining Power in 1981, he was with S.G. Warburg & Co. in London, England, and with Standard Brands Incorporated in New York. He was President and Chief Operating Officer of Power Financial from 1986 to 1989, served as Chairman of the Board of Power Financial from 1990 until 2005, and became Chairman of the Executive Committee of Power Financial in 2005. He is a Director of Great-West Life, London Life, CLAC, Crown Life, Putnam Investments, IGM, Investors Group and Mackenzie. He is also Vice-Chairman of the Board and Executive Director of Pargesa and a Director of Groupe Bruxelles Lambert, Total S.A., GDF Suez and Lafarge S.A. Mr. Desmarais is a member of the International Council and a Director of the European Ins titute of Business Administration (INSEAD), Chairman of the Board of Governors of The International Economic Forum of the Americas, Chairman of the International Advisory Committee of École des hautes études commerciales of Montréal, a member of the Global Advisory Council for Merrill Lynch (New York), a Trustee of the Brookings Institution (Washington), and Founder and a member of the International Advisory Board of the McGill University Faculty of Management in Montréal. He is also involved in charitable and community activities in Montréal. In 2005 he was named an Officer of the Order of Canada and in 2009 he was named an Officer of the National Order of Québec. In 2006 he received a Doctorate Honoris Causa from Université Laval (Canada) and in 2008 he received a Doctorate Honoris Causa from Universit&# 233; de Montréal.

Mitchell T.G. Graye

Mr. Graye was appointed President and Chief Executive Officer of the Company in May 2008.  From 1997 until his appointment as CEO, he served as Chief Financial Officer of the Company. From 1993 to 1997, Mr. Graye served as Senior Vice President and Chief Financial Officer for Great-West Life in Winnipeg.  Prior to his roles within the Great-West Life family of companies, Mr. Graye held senior financial positions in both the corporate and investment banking sectors. Mr. Graye is an Honors graduate in Business Administration from the University of Western Ontario, where he was the Gold Medalist for Standing First in Class. He is a member of Financial Executives International.

Alain Louvel

After receiving an MBA from Columbia University, and a masters in Economics and Political Sciences degree from the Paris University, Mr. Louvel began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government. In 1972, he joined Bank Paribas (“Paribas”) and for the next 33 years held numerous positions with Paribas in France, Canada and the United States.  He completed his career with Paribas as the Head of Risk Management for the Americas, with overall responsibilities over credit, market, counterparty and operational risk for the combined operations of Paribas and BNP following the merger which formed BNP Paribas. Mr. Louvel serves as a Director of Putnam Investments, Mountain Asset Management LLC and World Point Terminals. He is also a Trustee of the French Insti tute Alliance Francaise and a French Foreign Trade Counselor. Mr. Louvel is a permanent resident of the United States with dual French and Canadian citizenship.

Raymond L. McFeetors

Mr. McFeetors is Chairman of the Board of the Lifeco and the Company, a position he has held since May, 2008. He is also Vice-Chairman of Power Financial. Prior to May, 2008 he was President and Chief Executive Officer of Lifeco, Great-West Life, London Life, CLAC, Crown Life and the Company. Mr. McFeetors has been with Lifeco since 1968, and is a Director and Chairman of the Board of Great-West Life, London Life, CLAC and Crown Life. He is a Director of Putnam Investments, IGM, Investors Group, and Mackenzie, and is a Director of Power Financial and Power Corporation. Mr. McFeetors is also a Director of a number of national organizations in the health, education, cultural and business sectors. In 2002, he was appointed Honorary Colonel of The Royal Winnipeg Rifles. Also in 2002, he was awarded the Queen Elizabeth II Golden Jubilee Medal. Mr. McFeetors received an Honorary Doctorate of Laws from the University of Winnipeg in 2007.

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Jerry E.A. Nickerson

Mr. Nickerson is Chairman of the Board of H.B. Nickerson & Sons Limited, a management and holding company based in North Sydney, Nova Scotia. He is a Director of Great-West Life, London Life, CLAC, Crown Life and Putnam Investments. Mr. Nickerson is also a Director of Power Financial and Power Corporation. He has also served on the boards of various organizations, federal and provincial Crown Corporations, and other public and private companies.

R. Jeffrey Orr

Mr. Orr is President and Chief Executive Officer of Power Financial, a position he has held since May, 2005. From May, 2001 until May, 2005, he was President and Chief Executive Officer of IGM Financial Inc. Previously, he was Chairman and Chief Executive Officer of BMO Nesbitt Burns Inc. and Vice-Chairman, Investment Banking Group, Bank of Montreal. He is a Director of Great-West Life, London Life, CLAC, Crown Life and Putnam Investments. Mr. Orr is also a Director of IGM, Investors Group, Mackenzie, Power Financial and Power Corporation. He is active in a number of community and business organizations.

Michel Plessis-Bélair

Mr. Plessis-Bélair was Executive Vice-President and Chief Financial Officer of Power Financial and Vice-Chairman and Chief Financial Officer of Power Corporation until his retirement in January, 2008. He continues to serve as Vice-Chairman of Power Corporation. Before joining Power Corporation in 1986, he was Executive Vice-President and Director of Société générale de financement du Québec and prior to that he was Senior Vice-President of Marine Industries Ltd. Mr. Plessis-Bélair is a Director of Great-West Life, London Life, CLAC and Crown Life. He is a Director of IGM, Investors Group and Mackenzie. He is also a Director of Power Financial, Pargesa, Groupe Bruxelles Lambert and Power Corporation. Mr. Plessis-Bélair is also a Director of Lallemand Inc., Hydro-Québec and Université de Mon tréal.

Henri-Paul Rousseau

Mr. Rousseau is Vice-Chairman of Power Financial and Power Corporation, positions he has held since January, 2009. He was President and Chief Executive Officer of la Caisse de dépôt et placement du Québec from May, 2005 until May, 2008 and Chairman and Director General from September, 2002 until April, 2005. He was President and Chief Executive Officer of Laurentian Bank of Canada from 1994 until 2002 and prior to that held senior offices with Boréal Assurances Inc. and the National Bank of Canada. Mr. Rousseau was an economics professor at Université Laval from 1975 until 1986 and at Université du Québec à Montréal from 1973 until 1975. He is a Director of Great-West Life, London Life, CLAC, Crown Life and Putnam Investments. He is also a Director of IGM, Investors Group, Mackenzie, Power Fina ncial and Power Corporation. He received doctorates Honoris Causa from Concordia University, from Université Lumière Lyon 2, from Université Laval and from Université de Sherbrooke. Mr. Rousseau is active in a number of community and non-profit organizations.

Raymond Royer

Mr. Royer was President and Chief Executive Officer and a Director of Domtar Inc. from 1996 until December, 2008. He was previously President and Chief Operating Officer of Bombardier Inc. Mr. Royer is a Director of Great-West Life, London Life, CLAC and Crown Life. Mr. Royer is also a Director of Power Corporation’s newspaper subsidiary Gesca Ltée. and of Power Financial. He was a Director of Shell Canada Limited until 2007. He is a Member of the Board of the McGill University Health Centre and of the International Advisory Board of École des Hautes Études Commerciales of Montréal.

7

Philip K. Ryan

Mr. Ryan is the Executive Vice-President and Chief Financial Officer of Power Financial and Power Corporation, positions that he has held since January 2008. From 1985 until January, 2008 he held a variety of positions with Credit Suisse, a global financial services company domiciled in Switzerland, including Chairman of the Financial Institutions Group (UK), Chief Financial Officer of Credit Suisse Group (Switzerland), Chief Financial Officer of Credit Suisse Asset Management (UK), and Managing Director of CSFB Financial Institutions Divisions (USA/UK). Mr. Ryan is a Director of Great-West Life, London Life, CLAC, Crown Life, Putnam Investments, PanAgora Asset Management, Inc., IGM, Investors Group and Mackenzie. He is a graduate of the University of Illinois School of Engineering and of the Indiana University Kelley School of Graduate B usiness.

T. Timothy Ryan, Jr.

Mr. Ryan is President and Chief Executive Officer of Securities Industry and Financial Markets Association (“SIFMA”), a leading industry trade association representing 680 global financial market participants. Prior to joining SIFMA in January 2008, Mr. Ryan was Vice-Chairman, Financial Institutions and Governments at J.P. Morgan Chase where he was a member of the firm’s senior leadership. He is currently a member of the board of Lloyds Banking Group PLC, where he serves on the Audit, Risk and Remuneration Committees. Mr. Ryan is a director of The U.S. Japan Foundation. He is also a private sector member of the Global Markets Advisory Committee for the National Intelligence Council. Prior to joining J.P. Morgan in 1993, Mr. Ryan was the Director of the Office of Thrift Supervision, U.S. Department of the Treasury. Mr. Ry an was a Director of the Resolution Trust Corporation and a Director of the Federal Deposit Insurance Corporation. From 1983 to 1990 Mr. Ryan was a Partner in the Washington, D.C. office of the law firm Reed, Smith, Shaw & McClay, where he headed the Pension Investment Group and was a member of the firm’s Executive Committee. From 1981 to 1983 Mr. Ryan was Solicitor of Labor, U.S. Department of Labor. Mr. Ryan is a graduate of Villanova University and American University Law School.

Brian E. Walsh

Mr. Walsh is the founder and Managing Partner of Saguenay Capital LLC (and its sister company QVan Capital LLC), a money management and investment advisory company, a position that he has held since January, 2001. Mr. Walsh has over 30 years of investment banking, international capital markets and investment management experience. He had a long career at Bankers Trust culminating in his appointment as Co-head of Global Investment Banking and as a member of the Management Committee. Mr. Walsh is a Director of Great-West Life, London Life, CLAC and Crown Life. Mr. Walsh also serves on the Board of Directors of Putnam Investments, and serves on the International Advisory Board of École des Hautes Études Commerciales of Montréal.

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10.2  Identification of Executive Officers

			Served as
			Executive
Executive		Age	Officer from	Principal Occupation(s) for Last Five Years
Mitchell T.G. Graye		54	1997	President and Chief Executive Officer of
	President and Chief			the Company
	Executive Officer
Charles P. Nelson		49	2008	President, Great-West Retirement
	President, Great-West			Services of the Company
	Retirement Services
S. Mark Corbett		50	2008	Executive Vice President and Chief
	Executive Vice			Investment Officer of the Company
	President and Chief
	Investment Officer
Robert K. Shaw		54	2008	Executive Vice President, Individual
	Executive Vice President,			Markets of the Company
	Individual Markets
James L. McCallen		59	2008	Senior Vice President and Chief
	Senior Vice President			Financial Officer of the Company
	and Chief Financial
	Officer
Graham R. McDonald		63	2008	Senior Vice President, Corporate
	Senior Vice President,			Resources of the Company
	Corporate Resources
Scot A. Miller		51	2008	Senior Vice President and Chief
	Senior Vice President			Information Officer of the Company
	and Chief Information
	Officer
Richard G. Schultz		49	2008	Senior Vice President, General Counsel
	Senior Vice President,			and Secretary of the Company
	General Counsel and
	Secretary

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

The appointments of executive officers are confirmed annually.

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10.3  Code of Ethics

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

10.4  Security Holder Communications

As a wholly-owned subsidiary, the Board of Directors of the Company does not have a process for security holders to send communications to the Board of Directors.

10.5  Audit Committee Financial Expert

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

Amended and Restated Item 11

Item 11 is amended and restated in its entirety as follows:

Item 11.

Executive Compensation

11.1  Compensation Discussion and Analysis

1. General

The executive compensation program adopted by the Company and applied to the executive officers (including the Named Executive Officers) is designed to support the primary objective of generating added value for shareholders and policyholders over the long term.   The Compensation Committee of the Board of Directors of the Company oversees the executive compensation program. The Board and the Compensation Committee recognize the importance of executive compensation decisions to the management and shareholders of the Corporation, and have given careful consideration to the process which is followed to make decisions.

The main objectives of the executive compensation program are to:

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

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

·   enhance long-term shareholder and policyholder value.

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More specifically, the executive compensation program is designed to reward the following:

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

·   management vision and an entrepreneurial approach;

·   quality of decision-making;

·   strength of leadership;

·   record of performance over the long term; and

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

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

The executive compensation programs consist of four primary components:

·   base salary;

·   annual incentive bonus;

·   options for Lifeco common shares; and

·   retirement benefits.

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

ELEMENT	PRIMARY ROLE
Base Salary	Reflect skills, competencies, experience and performance appraisal of the Named Executive Officers
Annual Incentive Bonus	Reflect performance for the year
Long-Term Incentive (Lifeco Stock Option Plan)	Link interests of Named Executive Officers with interests of the shareholders
Retirement Benefits	Provide for appropriate replacement income upon retirement based on years of service with the Company

Base salary, annual incentive bonus and retirement benefits are determined by the Compensation Committee for the executive officers (including the Named Executive Officers) other than the President and Chief Executive Officer, whose base salary and annual incentive bonus are recommended by the Compensation Committee for approval by the Board of Directors. The long-term compensation component in the form of options for Lifeco common shares is determined and administered by Lifeco’s Compensation Committee. For the Named Executive Officers, the annual incentive bonus and stock option components are an essential part of their compensation.

The President and Chief Executive Officer participates in the compensation setting process for the other Named Executive Officers by evaluating individual performance, establishing individual performance targets and objectives and recommending salary levels.

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2.  Base Salary

Base salaries for the Named Executive Officers are set annually, taking into account the individual's job responsibilities, experience and proven or expected performance, as well as market conditions. The Company gathers market data in relation to the insurance and financial services industries and also considers surveys prepared by external professional compensation consultants such as Tower Perrin, Hewitt, Mercer and McLagan Partners with regard to peer groups in these industries.

3.  Bonuses

 (a)  Annual Incentive Bonus Plan

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

These objectives are designed to be integrated with the Company’s overall goals and initiatives.  These targets are set high enough to drive performance while still being reasonable in terms of the likelihood of being met if individuals perform to the levels expected by the Company.

See Section 11.5 below for information on the participation of the Named Executive Officers in the Annual Incentive Bonus Plan and a further description of the terms of the Annual Incentive Bonus Plan.

 (b)  Special Bonuses

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

4.  Stock Options

To provide a long-term component to the executive compensation program, the Named Executive Officers participate in Lifeco’s Stock Option Plan (the “Lifeco Option Plan”).

While the Company’s Compensation Committee makes recommendations from time to time with respect to the granting of Lifeco options, Lifeco’s Compensation Committee is responsible for the granting of options to participants under the Lifeco Option Plan.  Lifeco options are not granted on a fixed schedule.  Options are not granted based on the timing of the disclosure of non-public material information with respect to Lifeco or the Company.

The duties, responsibilities and contributions of participants to the success of the Company are taken into account when the Lifeco Compensation Committee determines whether, and how many, new option grants should be made.  The granting of options is subject to the terms and conditions contained in the Lifeco Stock Option Plan and any additional terms and conditions fixed by the Lifeco Compensation Committee at the time of the grant.

See Section 11.5 below for information on the participation of the Named Executive Officers in the Lifeco Option Plan and a further description of the terms of the Lifeco Option Plan.

The Compensation Committees of the Company and Lifeco believe that long-term incentives in the form of stock options, with delayed vesting provisions, play an important part in retaining key executive officers and in aligning the interests of the executive officers with those of the shareholders, and in contributing to the achievement of the results that have been attained by the Company.

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5.  Pension Benefits

(a)  Defined Benefit Plan

The Company has a qualified defined benefit pension plan (the “Defined Benefit Plan”) which is available to all employees hired before January 1, 1999.  See Section 11.8 below for information on the participation of the Named Executive Officers in the Defined Benefit Plan and a description of the terms of the Defined Benefit Plan.

 (b)  SERP

To provide a competitive retirement benefit to certain key executives, the Company also has a nonqualified supplemental executive retirement plan (the “SERP”), which provides benefits above the compensation limits applicable to the Defined Benefit Plan.  See Section 11.8 below for information on the participation of the Named Executive Officers in the SERP and a description of the terms of the SERP.

 (c)  401(k) Plan

All employees, including the Named Executive Officers, may participate in the Company’s qualified defined contribution 401(k) Plan (the “401(k) Plan”).  Under the 401(k) Plan, employees may make contributions of between 1% and 50% of base salary, subject to applicable Internal Revenue Service (“IRS”) limits.  For employees participating in the Defined Benefit Plan, the Company matches 50% of the first 5% of pre-tax and/or Roth contributions.  For employees who do not participate in the Defined Benefit Plan, the Company matches 50% of the first 8% of pre-tax and/or Roth contributions.  The 401(k) Plan offers a variety of investment options, including variable funds, collective funds, guaranteed certificate funds, Lifeco common shares (company matching contributions o nly) and a self-directed investment option.

6.  Nonqualified Deferred Compensation

To provide market competitive compensation to certain key executives, the Company also has a nonqualified deferred compensation plan (“NQDCP”) and a nonqualified executive deferred compensation plan (“EDCP”).  See Section 11.9 below for information on the participation of the Named Executive Officers in these plans and a description of the terms of the plans.

7.  Perquisites Program

The Company has a limited perquisites program in which the Named Executive Officers participate.

A perquisites account of up to $5,500 is available to officers at the level of Senior Vice President and above for reimbursement of expenses such as club dues, employee recognition or other miscellaneous expenses.  In addition, these officers have available a one time membership perquisite of up to $10,000.

The President and Chief Executive Officer receives a yearly car lease benefit.  Executive Vice Presidents and the Chief Financial Officer receive a fixed car allowance of $800 per month and Senior Vice Presidents receive a fixed car allowance of $600 per month.  For individuals promoted during the year, the car allowance for the year is prorated based on the different benefits applicable to the two positions held.

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11.2  Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management of the Company and based on such review and discussions, recommends to the Board of Directors that the Compensation and Analysis be included in this Form 10-K.

Compensation Committee Members:

R. J. Orr (Chairman)

A. Desmarais

P. Desmarais, Jr.

R.L. McFeetors

B.E. Walsh

11.3  Compensation Committee Interlocks and Insider Participation

R.L. McFeetors retired as President and Chief Executive Officer of the Company effective May 1, 2008 and is currently Chairman of the Board of Directors.  Mr. McFeetors is a member of the Compensation Committee.

11.4  Summary Compensation Table

The following table sets out compensation paid by the Company to the individuals who (i) served as Chief Executive Officer or Chief Financial Officer of the Company during 2009; and (ii) were the other three most highly compensated executive officers of the Company at December 31, 2009 (collectively, the “Named Executive Officers”).

Name and Principal Position	Year	Salary ($)		Bonus ($)			Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)		All Other Compensation ($)(7)		Total ($)
Mitchell T.G. Graye	2009		900,000							1,125,000		298,978		136,399		2,460,377
President and Chief	2008		788,333		300,000	(1)		973,500		1,062,500		262,256		693,727		5,580,316
Executive Officer					1,500,000	(2)
	2007		658,750							658,750				20,500		1,338,000
James L. McCallen	2009		357,500							255,612		122,400		21,435		756,947
Senior Vice President	2008		319,130		51,000	(1)		354,000		220,200		158,469		19,598		1,202,397
and Chief Financial					80,000	(2)
Officer
Charles P. Nelson	2009		611,250							611,250		207,582		80,408		1,510,490
President, Great-West	2008		565,000		92,000	(1)		344,300		452,000		233,822		53,560		1,740,682
Retirement Services	2007		455,334		50,000	(3)		704,000		341,500				18,039		1,568,873
S. Mark Corbett	2009		475,000							475,000		61,612		21,225		1,032,837
Executive Vice	2008		389,474		100,000	(1)		177,000		341,000		76,284		19,550		1,143,308
President and Chief					40,000	(2)
Investment Officer
Robert K. Shaw	2009		412,500							371,250		141,913		21,025		946,688
Executive Vice	2008		371,750							251,000		178,239		18,450		819,439
President, Individual
Markets

(1)   These were special bonuses paid with respect to the acquisition of Putnam Investments by Lifeco.

(2)   These were special bonuses paid with respect to the sale of the Company’s healthcare business.

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(3)   This was a special bonus paid with respect to the acquisition of a block of defined contribution business.

(4)   This relates to Lifeco options granted under the Lifeco Option Plan.  The amounts reflected are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.  For further information, see Footnote 18 to the Company’s December 31, 2009 Financial Statements contained in Item 8 of this Form 10-K.

(5)   These are bonuses earned under the Annual Incentive Bonus Plan.

(6)   The change in pension value and nonqualified deferred compensation earning are as follows:

(a)   Mr. Graye had a change in actuarial present value under the Defined Benefit Plan of $42,285 and a change in actuarial present value under the SERP of $256,693.

(b)   Mr. McCallen had a change in actuarial present value under the Defined Benefit Plan of $122,400.

(c)   Mr. Nelson had a change in actuarial present value under the Defined Benefit Plan of $71,840, a change in actuarial present value under the SERP of $129,460 and above market earnings under the EDCP of $6,282.  For each of the Named Executive Officers participating in the EDCP, above average earnings equaled total earnings less 5.02% of total earnings (5.02% being 120% of the applicable federal long-term rate at December 31, 2008).

(d)   Mr. Corbett had a change in actuarial present value under the Defined Benefit Plan of $61,612.

(e)   Mr. Shaw had a change in actuarial present value under the Defined Benefit Plan of $84,090, a change in actuarial present value under the SERP of $54,121 and above market earnings under the EDCP of $3,702.

(7)   The components of other compensation for each of the Named Executive Officers are as follows:

(a)   Mr. Graye received (i) a car lease benefit of $16,235; (ii) a perquisites account reimbursement of $5,000; (iii) a 401(k) Plan employer contribution of $6,125; and (iv) $109,039 in respect of directors’ fees.

(b)   Mr. McCallen received (i) a car allowance of $9,600; (ii) a perquisites account reimbursement of $5,710; and (iii) a 401(k) Plan employer contribution of $6,125.

(c)   Mr. Nelson received (i) a housing benefit of $59,183 (determined by calculating a lost investment return on the money used by the Company to contribute toward the purchase of a house for use by Mr. Nelson equal to the 30-year agency mortgage backed security rate of 6.07% in effect on June 9, 2008, the purchase date, less a 35% corporate tax rate on income earned); (ii) a car allowance of $9,600; (iii) a perquisites account reimbursement of $5,500; and (iv) a 401(k) Plan employer contribution of $6,125.

(d)   Mr. Corbett received (i) a car allowance of $9,600; (ii) a perquisites account reimbursement of $5,500; and (iii) a 401(k) plan employer contribution of $6,125.

(e)   Mr. Shaw received (i) a car allowance of $ 9,400; (ii) a perquisites account reimbursement of $5,500; and (iii) a 401(k) Plan employer contribution of $6,125.

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11.5   Grants of Plan-Based Awards for 2009

1.  Table

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

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Thresholds		Target		Maximum		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)
M.T.G. Graye	$	-	$	900,000	$	1,125,000		-	$	-
J.L. McCallen		-		268,125		268,125		-		-
C.P. Nelson		-		611,250		611,250		-		-
S.M. Corbett		-		475,000		475,000		-		-
R.K. Shaw		-		412,500		412,500		-		-

2.  Narrative Description of the Annual Incentive Bonus Plan

Under the Annual Incentive Bonus Plan, bonus opportunity is expressed as a percentage of base salary and varies by office.  The President and Chief Executive Officer, Executive Vice Presidents and Senior Vice Presidents can generally earn bonuses of up to 125%, 100% and 75%, respectively, of base salary if all targets and objectives are met. For individuals promoted during the year, the bonus opportunity for the year is prorated based on the different percentages applicable to the two positions held.

Bonus amounts are established against each target or objective.  If objectives are not met, the President and Chief Executive Officer is not entitled to any bonus.  Lower bonus amounts may be earned by Executive Vice Presidents and Senior Vice Presidents on partial achievement of bonus objectives.

For 2009:

(i)   M.T.G. Graye had an opportunity to earn 100% of annualized year end base salary if earnings targets were met and up to 125% of annualized year end base salary if earnings targets were exceeded by specified amounts;

(ii)   J.L. McCallen had an opportunity to earn up to 75% of base salary earned in 2009 - 40% based on earnings targets, 15% based on expense related targets and 20% based on specific individual objectives;

(iii)   C.P. Nelson had an opportunity to earn up to 100% of base salary earned in 2009 -  60% based on earnings targets, 10% based on expense related targets and 30% based on sales related targets;

(iv)   S.M. Corbett had an opportunity to earn up to 100% of base salary earned in 2009 -  50% based on earnings targets, 10% based on expense related targets and 40% on specific individual objectives; and

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(v)   R.K. Shaw had an opportunity to earn up to 100% of base salary earned in 2009 - 60% based on earnings targets, 10% based on expense related targets and 30% based on sales related targets.

3.  Narrative Description of the Lifeco Option Plan

Under the Lifeco Option Plan, the Lifeco Compensation Committee sets the exercise price of the options but under no circumstances can it be less than the weighted average trading price per Lifeco common share on the Toronto Stock Exchange for the five trading days preceding the date of the grant.

Options are either regular options or contingent options.  Regular options are generally granted in multi-year allotments. Regular options, if granted prior to February, 2007, become exercisable at the rate of 20% per year commencing one year after the date of the grant and, if granted during or after February, 2007, become exercisable over a seven and one-half year period commencing one year after the date of the grant at a rate of 4%, 8%, 14.66%, 14.66%, 14.66%, 14.66%, and 14.66% per year, with the final 14.66% becoming exercisable six months later.  Contingent options do not become exercisable unless and until conditions prescribed by the Lifeco Compensation Committee have been satisfied.

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

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

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11.6  Outstanding Equity Awards at 2009 Fiscal Year End

The following table sets out Lifeco options held by the Named Executive Officers under the Lifeco Option Plan as of December 31, 2009.  Lifeco options are issued with an exercise price in Canadian dollars, which have been translated to U.S. dollars at 1/1.15 which was Lifeco’s average rate for the year (the “Conversion Rate”).

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price		Option Expiration Date
M.T.G. Graye		125,002		-			$	9.68	April 26,2010
		80,000		-				15.25	April 25, 2011
		100,000		-				16.89	July 9, 2013
		224,000		56,000	(1	)		25.94	December 13, 2015
		11,000		264,000	(2	)		27.19	May 12, 2018
J.L. McCallen		32,830		-				14.90	December 3, 2011
		20,000		-				16.89	July 9, 2013
		4,000		96,000	(3	)		27.19	May 12, 2018
C.P. Nelson		120,000		-				14.90	December 3, 2011
		13,200		96,800	(4	)		32.37	February 27, 2017
		4,400		105,600	(5	)		24.86	March 24, 2018
S.M. Corbett		80,000		-				14.90	December 3, 2011
		20,000		-				16.89	July 9, 2013
		10,800		79,200	(6	)		32.37	February 27, 2017
		2,000		48,000	(7	)		27.19	May 12, 2018
R.K. Shaw		100,000		-				14.90	December 3, 2011
		20,000		-				16.89	July 9, 2013

(1)   These 56,000 options vest on December 14, 2010.

(2)   These options vest as follows: 22,000 on May 13, 2010; 40,333 on each of May 13, 2011, 2012, 2013, 2014 and 2015; and 40,335 on November 13, 2015.

(3)   These options vest as follows: 8,000 on May 13, 2010; 14,667 on each of May 13, 2011, 2012, 2013, 2014 and 2015; and 14,665 on November 13, 2015.

(4)   These options vest as follows: 16,132 on each of February 28, 2010, 2011, 2012, 2013 and 2014; and 16,140 on August 28, 2014.

(5)   These options vest as follows: 8,800 on March 25, 2010; 16,133 on each of March 25, 2011, 2012, 2013, 2014 and 2015; and 16,135 on September 25, 2015.

(6)   These options vest as follows: 13,199 on each of February 28, 2010, 2011, 2012, 2013 and 2014; and 13,205 on August 28, 2014.

(7)   These options vest as follows: 4,000 on May 13, 2010; 7,333 on each of May 13, 2011, 2012, 2013, 2014 and 2015; and 7,335 on November 13, 2015.

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11.7  Option Exercises for 2009

No Lifeco options were exercised by the Named Executive Officers in 2009.

11.8  Pension Benefits for 2009

1.  Table

The following table sets out information with respect to the participation of the Named Executive Officers in the Defined Benefit Plan and the SERP.

Name	Plan Name	Number of Years of Credited Service		Present Value of Accumulated Benefit ($) (1)		Payments During Last Fiscal Year
M.T.G. Graye	Defined Benefit Plan		17	$	279,705	$	-
	SERP		17		1,038,800		-
J.L. McCallen	Defined Benefit Plan		35		1,222,004		-
C.P. Nelson	Defined Benefit Plan		27		541,193		-
	SERP		27		619,540		-
S.M. Corbett	Defined Benefit Plan		23		472,783		-
R.K. Shaw	Defined Benefit Plan		32		819,122		-
	SERP		32		457,624		-

(1)   The amounts shown in the table are calculated according to the terms of the plans based on age and years of service as of December 31, 2009.  These amounts are based on pay through December 31, 2009.  The assumptions used for these calculations are consistent with actuarial valuations of the plans.  The present value of accumulated benefit under the plans equals the actuarial present value of the annuity earned as of December 31, 2009, payable at age 65 for the Defined Benefit Plan and age 62 for the SERP, discounted to December 31, 2009 at the applicable discount rate for December 31, 2009.  Benefits calculated under the SERP are the termination benefit.

2.  Narrative Description of the Defined Pension Plan

The Defined Benefit Plan is designed to provide regular income at retirement to eligible employees.  In general, an eligible employee is any employee hired prior to January 1, 1999.  Participants in the Defined Benefit Plan are entitled to benefits at age 65 if they have 5 or more years of service.

The benefit formula for participants hired before January 1, 1992 is 1.5% for each of the first 30 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each of the next 5 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each year of service to retirement up to a maximum of 35 years multiplied by the participant’s average annual compensation minus the covered compensation amount (as determined by the IRS).  If a participant made required or voluntary contributions to the Defined Benefit Plan prior to July 1, 1979, the participant’s benefit is increased to reflect these contributions and interest accrued

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thereon, so long as the employee contributions plus interest have not been withdrawn in a lump sum.

The benefit formula for participants hired on and after January 1, 1992 is 1.0% for each of the first 30 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each of the next 5 years of service multiplied by the participant’s average annual compensation, plus 0.5% for each year of service to retirement up to a maximum of 35 years multiplied by the participant’s average annual compensation minus the covered compensation amount (as determined by the IRS).

Average annual compensation is the highest average of compensation paid during 5 consecutive years of credited service out of the last 7 years of credited service.

Participants who have terminated service prior to age 65 and who have at least 5 years of service may begin receiving benefits as early as age 55.  Benefits that begin prior to age 65 are reduced by approximately 5% for each year prior to age 65.

The normal form of benefit for a married participant is a joint and 50% survivor annuity.  The normal form of benefit for an unmarried participant is a life only annuity.  Other optional forms of pension payment are available on an actuarially equivalent basis.

3.  Narrative Description of the SERP

The SERP is designed to provide retirement benefits to certain key executive officers who are subject to qualified plan compensation limits.  At the Company’s discretion, executive officers may be designated to participate in the SERP.  Participants in the SERP are generally entitled to benefits if they have 15 or more years of service.

The following describes the retirement benefit amount under the SERP based on age at the time of separation of service.

(1)               For participants who separate from service at or after age 62, the normal retirement benefit is equal to 60% of final average compensation if the participant has 30 years of service.  The benefit is prorated for less than 30 years of service.  Final average compensation is the average of the highest 60 consecutive months of compensation during the last 84 months of employment.  Compensation includes salary, bonuses and commissions prior to any deferrals to other benefit plans.  Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits as of retirement.

(2)               For participants who separate from service between ages 57 and 62, the early retirement benefit is calculated by reducing the bonus used in determining final average compensation by 5/6% for each month prior to age 62 and by further reducing the early retirement benefit by 5/12% for each month prior to age 62.  Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits as of age 62.

(3)               For participants who separate from service prior to age 57, the termination benefit is equal to 60% of final average salary if the participant has 30 years of service.  The benefit is prorated for less than 30 years of service.  If the participant has less than 35 years of service, the termination benefit is also reduced by 5% for each of the first three years of service below 35.  Final average salary is the average of the highest 60 consecutive months of salary during the last 84 months of employment.  Salary includes deferrals of any salary to other benefit plans.  Benefits are offset by benefits under the Defined Benefit Plan and 50% of estimated social security benefits payable as of age 6 2.

Payments under the normal retirement benefit and the early retirement benefit commence upon retirement.  Payments under the termination benefit commence at age 62.

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The normal form of benefit under the SERP is a life only annuity.  Other optional forms of payment are available on an actuarially equivalent basis.

11.9  Nonqualified Deferred Compensation for 2009

1.  Table

The following table sets out information with respect to the participation of the Named Executive Officers in the NQDP and/or EDCP.

Name	Plan Name	Executive Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawls or Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)
J.L. McCallen	NQDC		-		29,473		-		138,318
C.P. Nelson	EDCP		-		23,739		-		363,567
R.K. Shaw	NQDC		-		52,555		-		234,469
	EDCP		-		14,151		-		236,400

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

2.  Narrative Description of the Nonqualified Deferred Compensation Plan and Executive Deferred Compensation Plan

All officers at the level of Vice President and above, and others at the discretion of the Company, are eligible to participate in the NQDCP.  At the Company’s discretion, executive officers may be designated to participate in the EDCP.

Under the NQDCP and EDCP, a participant may defer (i) a minimum of the greater of $2,500 or 5% of base salary (including sales related compensation under the NQDCP) and a maximum of 90% of base salary; and (ii) a minimum of 5% and a maximum of 90% of bonus.

Under the NQDCP, participants specify one or more investment preferences in which deferrals are deemed to be invested.  Participant accounts are adjusted for interest, earnings or losses equal to the actual results of the underlying investment(s).  Under the EDCP, participant deferrals earn an interest rate equal to the Moody’s Average Annual Corporate Bond Index rate plus .45% for actively employed participants and fixed rates ranging from 6.41% to 8.3% for retired participants.

Amounts deferred under both plans and the earnings from the plans are distributed to a participant upon termination of employment, if not distributed earlier.  Amounts distributed under the plans are generally paid in either a lump sum or installments over 3, 5, 10 or 15 years at the election of the participant.

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

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11.10  Compensation of Directors for 2009

1.  Table

The following sets out compensation earned in 2009 by the Directors identified in part 10.1 of this Form 10-K, and by O.T. Dackow, K.P. Kavanagh, W. Mackness and D.A. Nield, who retired as Directors on May 4, 2009.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
J. Balog		79,883		45,000		156		125,039
J.L. Bernbach		51,883		45,000		156		97,039
O.T. Dackow		26,262		15,453		54		41,769
A. Desmarais		27,826		-		-		27,826
P. Desmarais, Jr.		24,348		-		-		24,348
M.T.G. Graye		63,883		45,000		156		109,039
K.P. Kavanagh		10,435		-		-		10,435
A. Louvel		56,883		45,000		156		102,039
W. Mackness		24,560		13,438		47		38,044
R.L. McFeetors		34,783		-		-		34,783
J.E.A. Nickerson		17,391		-		-		17,391
D.A. Nield		6,957		-		-		6,957
R.J. Orr		34,783		-		-		34,783
M. Plessis-Bélair		15,652		-		-		15,652
H. P. Rousseau		19,130		-		-		19,130
R. Royer		8,696		-		-		8,696
P.K. Ryan		31,304		-		-		31,304
T.T. Ryan, Jr.		41,621		29,547		106		71,274
B.E. Walsh		49,292		15,453		54		64,799

(1)   These amounts are cash payments and contributions made under the voluntary component of the Great-West Life U.S. Resident Director Deferred Share Unit Plan (“U.S. DSUP”) or the Great-West Life Canadian Resident Deferred Share Unit Plan (“Canadian DSUP”), as applicable.  Director fees are paid in the currency of the country of residence of the Director.  Amounts paid or contributed in Canadian dollars have been translated to U.S. dollars at the Conversion Rate.

(2)   These amounts represent contributions made by the Company under the mandatory component of the U.S. DSUP or Canadian DSUP, as applicable.  Contributions made in Canadian dollars have been translated to U.S. dollars at the Conversion Rate.

(3)   Life insurance premiums paid under the Great-West Life Director’s Group Life Insurance Plan. Premiums paid in Canadian dollars have been translated to U.S. dollars at the Conversion Rate.

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2.  Narrative Description of Directors Compensation

For each Director of the Company who is not also a Director of Great-West Life, the Company pays an annual retainer fee in the amount of $75,000.  $45,000 of this retainer is paid in Deferred Share Units of Lifeco (“Deferred Share Units”) under the mandatory component of the U.S. DSUP or Canadian DSUP, as applicable.  The remaining $30,000 is available in cash.

A Director serving on the Audit Committee who is not also a Director of Great-West Life receives an additional retainer fee in the amount of $3,000.  The Company pays all Directors a meeting fee in the amount of $2,000 for each meeting of the Board of Directors or a committee thereof attended.  The Chairman of the Executive Committee receives an annual fee in the amount of $25,000 and the Chairman of the Investment Committee receives an annual fee in the amount of $20,000.

At their option, in lieu of cash payments, Directors may receive additional Deferred Share Units for 50% or 100% of the cash payments under the voluntary component of the U.S. DSUP or Canadian DSUP, as applicable.

Under both the mandatory and voluntary components of the U.S. DSUP and Canadian DSUP the number of Deferred Share Units granted is determined by dividing the amount of remuneration payable to the Director by the weighted average Canadian dollar trading price per Lifeco common share on the Toronto Stock Exchange for the last five trading days of the preceding fiscal quarter (such weighted average trading price being the “value of a Deferred Share Unit”).  Directors receive additional Deferred Share Units in respect of dividends payable on the common shares based on the value of a Deferred Share Unit at that time.

Deferred Share Units are redeemable at the time that an individual ceases to be a Director by a lump sum cash payment, based on the value of the Deferred Share Units on the date of redemption.  This amount is fully taxable as income in the year in which it is received.

The following are the number of Deferred Share Units held by the Directors, as of December 31, 2009, with respect to contributions made by the Company and/or its subsidiaries.

Name	Deferred Share Units
J. Balog	47,096
J.L. Bernbach	6,712
A. Desmarais	10,713
P. Desmarais, Jr.	-
M.T.G. Graye	9,186
A. Louvel	6,556
R.L. McFeetors	5,581
J.E.A. Nickerson	-
R.J. Orr	6,178
M. Plessis-Bélair	-

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Name	Deferred Share Units
H.P. Rousseau	-
R. Royer	-
P.K. Ryan	2,553
T.T. Ryan	3,403
B.E. Walsh	24,556

Item 11.11                      Compensation Policies and Risk Management

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

Amended and Restated Item 13

Item 13 is amended and restated in its entirety as follows:

Item 13.                      Transactions with Related Persons, Promoters and Certain Control Persons

(a)  There are no transactions to report.

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

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

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

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

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Amended and Restated Item 15

Item 15 is amended and restated in its entirety as follows:

Item 15.

Exhibits and Financial Statement Schedules

The documents identified below are filed as a part of this report:

15.1 Index to Financial Statements

		Page
Report of Independent Registered Public Accounting Firm on Consolidated
	Financial Statements for the Years Ended December 31, 2009, 2008 and 2007	59
Consolidated Balance Sheets as of December 31, 2009 and 2008		60
Consolidated Statements of Income for the Years Ended
	December 31, 2009, 2008 and 2007	62
Consolidsated Statements of Stockholder's Equity for the Years Ended
	December 31, 2009, 2008 and 2007	63
Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2009, 2008 and 2007	64
Notes to Consolidated Financial Statements for the Years Ended
	December 31, 2009, 2008 and 2007	66
Schedule III - Supplemental Insurance Information		117

All other schedules and separate financial statements of the Registrant are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.

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15.2   Index to Exhibits

Exhibit Number	Title	Page
3(i)	Amended and Restated Articles of Incorporation of Great-West Life & Annuity Insurance Company Filed as Exhibit 3(i) to Registrant's Form 10-K for the year ended December 31, 2006
3(ii)	Bylaws of Great-West Life & Annuity Insurance Company Filed as Exhibit 3(ii) to Registrant's Form 10-K for the year ended December 31, 2006
10	Material Contracts
10.1	Great-West Lifeco Inc. Stock Option Plan Amended and restated as of April 2007 Filed herewith

10.2	Supplemental Executive Retirement Plan Amended and restated as of March 24, 2009 Filed herewith
10.3	Executive Deferred Compensation Plan Amended and restated as of March 24, 2009 Filed herewith
10.4	Deferred Share Unit Plan Amended and restated as of March 24, 2009 Filed herewith
10.5	Executive Long-Term Disability Plan Filed as Exhibit 10.6 to Registrant's Form 10-K for the year  ended December 31, 2002 and incorporated herein by reference
10.6	Nonqualified Deferred Compensation Plan Amended and restated as of March 24, 2009 Filed herewith
10.7	Asset and Stock Purchase Agreement Filed as Exhibit 99.9 by way of a Form 8-K dated December 6, 1997 and incorporated herein by reference
10.8	Asset and Stock Purchase Agreement Filed as Exhibit 99.9 by way of a Form 8-K dated November 26, 2007 and incorporated herein by reference
21	Subsidiaries of Great-West Life & Annuity Insurance Company filed herewith

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Exhibit Number	Title	Page
24	Directors' Power of Attorney Directors' Power of Attorney filed as Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 1996; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 1997; Exhibit 24 to Registrant's Form 10-K for the year ended  December 31, 2003; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 2005; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 2006; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 2007; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 2008; Exhibit 24 to Registrant's Form 10-K for the year ended December 31, 2009, and incorporated herein by reference
31.1	Section 302 Certification of the Chief Executive Officer filed herewith
31.2	Section 302 Certification of the Chief Financial Officer filed herewith
32	Section 906 Certification of the Chief Executive Officer and Chief Financial Officer filed herewith

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its annual report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

/s/   Mitchell T.G. Graye

       Mitchell T.G. Graye, President and Chief Executive Officer

Date: May 17, 2010