Exhibit 1.(5)(b)




TERM LIFE INSURANCE RIDER
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THIS RIDER IS ISSUED BY GREAT-WEST LIFE & ANNUITY  INSURANCE  COMPANY AS PART OF
THE POLICY TO WHICH IT IS ATTACHED.  IT IS ISSUED BASED ON THE INFORMATION GIVEN
IN  THE   APPLICATION   AND  PAYMENT  OF  THE  PREMIUMS   SHOWN  ON  THE  POLICY
SPECIFICATIONS  PAGE.  EACH  PREMIUM  FOR THIS RIDER IS  PAYABLE  ONLY WITH EACH
CORRESPONDING PREMIUM FOR THE POLICY. THE PROVISIONS OF THE POLICY APPLY TO THIS
RIDER UNLESS OTHERWISE STATED HEREIN.
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BENEFIT
This Rider  provides  Term Life  insurance  on the  Insured.  The Insured is the
person  insured  under the policy to which this Rider is  attached.  Coverage is
annually  renewable  to the  Insured's  Attained Age 100. The amount of coverage
provided  under this Rider  varies from month to month as described  below.  The
Company will pay the Rider's Death Benefit to the  Beneficiary  when the Company
receives  satisfactory  proof that the death of the Insured  occurred while this
Rider was in force.

RIDER DEATH BENEFIT
The Rider's  Death  Benefit will be  determined  at the beginning of each Policy
Month in accordance with one of the following options, whichever is in effect on
the date of the Insured's death.

The Rider's Death  Benefit  Option at all times must be the same as the policy's
Death Benefit Option.  The Death Benefit option for the policy and this Rider as
of the Issue  Date is shown on the  Policy  Specifications  Page 1. The  Rider's
Death Benefit is  determined  by the option in effect at the  Insured's  date of
death.  The Rider Death  Benefit is included in, and will not be an addition to,
the Death  Benefit  Provision  described on page 10 of the policy to which it is
attached.

For each of the options  described  below,  the Death Benefit will be reduced by
any outstanding loans and loan interest accrued.

Option 1:  Level Death
The Rider's Death Benefit will be:
o   the greater of:
    a)   the Total Face Amount shown on the Policy  Specifications  Page 1, less
         any partial withdrawals; and
    b)   the Policy  Value  Account  on the  Insured's  date of death  times the
         applicable Factor shown in the Table on the Policy  Specifications Page
         1b.


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Term Life Insurance Rider (continued)

o   less the greater of:
    c)   the Base Face Amount shown on the Policy Specifications Page 1; and
    d)   the Policy Value Account of the policy to which this Rider is attached.

Option 2:  Coverage Plus
The Rider's Death Benefit will be:
o   the greater of:
    a)   the Total Face Amount shown on the Policy  Specifications  Page 1, plus
         the Policy Value Account on the Insured's date of death; and
    b)   the Policy  Value  Account  on the  Insured's  date of death  times the
         applicable Factor shown in the Table on the Policy  Specifications Page
         1b.
o   less
    c)   the Base Policy Face Amount shown on the Policy  Specifications Page 1;
         plus
    d)   the Policy Value Account of the policy to which this Rider is attached.

Option 3:  Premium Accumulation
The Rider's Death Benefit will be:
o   the greater of:
    a)   the Total Face Amount shown on the Policy  Specifications  Page 1, plus
         the  accumulated  value of all Premiums  paid at interest  shown on the
         Policy Specifications Page 1, less any partial withdrawals; and
    b)   the Policy  Value  Account  on the  Insured's  date of death  times the
         applicable Factor shown in the Table on the Policy  Specifications Page
         1b.
o   less the greater of
    c)   the Base Policy Face Amount shown on the Policy  Specifications  Page 1
         plus the  accumulated  value of all premiums paid at the interest shown
         on the Policy Specifications Page 1; and
    d)   the Policy Value Account of the policy to which this Rider is attached.

COVERAGE EFFECTIVE
Coverage under this Rider will take effect on the later of:
o   the effective date of the policy to which this Rider is attached; or
o   the date this Rider  is delivered and the first Rider premium is paid to the
    Company.

CHANGE OF FACE AMOUNT
By  Request,  the Owner may at any time  increase  or  decrease  the Rider  Face
Amount,  subject to the Company's approval.  Any change in Rider Face Amount may
be limited to amounts that will not exceed tax guidelines and jeopardize the tax
status of the policy as life insurance.

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Term Life Insurance Rider (continued)

For a decrease in Rider Face Amount:
o   The Company must receive a Request.
o   The  decrease  will become  effective  on  the first day of the Policy Month
    following receipt of the Request.
o   The decrease  will apply first  to the most recent  increase or increases in
    Total Face Amount for purposes of the Incontestability Provision.

The minimum decrease amount for the Total Face Amount will be $25,000. The Total
Face  Amount may not be  decreased  below  $100,000  unless  prior  approval  is
obtained from the Company.

For an increase in Rider Face Amount:
o   The Company must receive a Request.
o   The increase will be  subject to Evidence of  Insurability  satisfactory  to
    the Company.
o   The  increase  will  be  effective on the Rider  anniversary  following  the
    approval of the Request for the  increase,  subject to  the deduction of the
    first  month's  cost of  insurance  for the  Rider  from  the  Policy  Value
    Account.

The minimum increase amount Total Face Amount will be $25,000.

COST OF INSURANCE
While  this  Rider is in force,  the cost of  insurance  for the  Rider  will be
determined  on the first  day of each  Policy  Month  and added to the  policy's
monthly  deduction.  The  monthly  cost of  insurance  charge  for this Rider is
determined by multiplying  the monthly cost of insurance rate by the Rider Death
Benefit.

Monthly cost of insurance rates for this Rider will be determined by the Company
from time to time, based on the Company's  expectations as to future  experience
for factors such as mortality,  persistency,  expenses and taxes.  Any change in
the Company's cost of insurance rates will be made uniformly by class.

These rates will never be greater  than the Maximum  Monthly  Cost of  Insurance
Rates shown on the Policy  Specifications  Page.  The Company may charge a lower
monthly  rate.  The  maximum  risk  rates  for  this  Rider  are  based  on  the
Sex-Distinct  Commissioners  1980 Standard Ordinary Mortality Table, age nearest
birthday.

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Term Life Insurance Rider (continued)

REINSTATEMENT
If the policy to which this Rider is attached is  reinstated,  the Company  will
also reinstate this Rider if the Company  receives  proof,  satisfactory  to the
Company, that the Insured is still insurable at the same rates.

INCONTESTABILITY
This Rider will not be contested on the basis of misrepresentation  after it has
been in force during the Insured's lifetime for 2 years from its Issue Date.

SUICIDE
If the  Insured  commits  suicide,  while sane or insane,  within 2 years of the
Issue  Date of this  Rider,  (1 year if issued  in  Colorado  or North  Dakota),
payment will be limited to an amount equal to the cost of insurance deducted for
this Rider.

MISSTATEMENT OF AGE AND/OR SEX
If the Insured's age and/or sex has been misstated, the Rider Death Benefit will
be adjusted.  The adjusted Rider Death Benefit will be that which the Rider cost
of insurance charge would have purchased, based on the Insured's correct age and
sex on the Effective Date of the Rider. This Rider cost of insurance charge will
be  determined  on the last  Monthly  Anniversary  Day prior to the death of the
Insured.

NON-PARTICIPATING
This Rider is non-participating; no dividends are payable. It is not eligible to
share in the Company's divisible surplus.

TERMINATION
The Owner may terminate this Rider by Request. In order to terminate this Rider,
the Company has the right to require  this  policy for  endorsement.  This Rider
also will also terminate on the earliest of the following dates:
o   the date the policy is surrendered or terminated;
o   the expiration of the grace period of the policy; or
o   the death of the Insured.

Signed for Great-West Life & Annuity  Insurance Company on the Issue Date of the
policy (unless a different Issue Date is shown here.)


                                          /s/W.T. McCallum
                                          ---------------------------   
                                          W.T. McCallum,
                                          President and Chief Executive Officer


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