EXHIBIT 10.1
               DESCRIPTION OF EXECUTIVE OFFICER ANNUAL INCENTIVE BONUS PROGRAM





               Description of Executive Officer Annual Incentive Bonus Program

To relate the  compensation  of the  executive  officers  of  Great-West  to the
performance of Great-West,  an annual incentive bonus program is provided. Bonus
opportunity  is  expressed as a  percentage  of base  salary,  with actual bonus
amounts determined on the basis of the following three elements:

          (i)  actual  earnings  of  Great-West  and/or a business  unit  within
               Great-West; and/or

        (ii)   other performance objectives of Great-West and/or a business unit
               within Great-West; and

        (iii)  the individual's personal performance.

These elements are designed to be integrated with Great-West's overall goals and
initiatives.