BONUS AND SEVERANCE AGREEMENT

BONUS AND SEVERANCE AGREEMENT

This Agreement (“Agreement”) entered into as of June 30, 2008 (“Effective Date”) by and between Great-West Life & Annuity Insurance Company (the “Company”) and Richard F. Rivers (“Rivers”). The Company and Rivers are referred herein collectively as “Parties” and individually as “Party.”

RECITALS

1.     Rivers is currently employed by the Company as the Executive Vice President of the Company;

2.        The Company has sold its healthcare business to Connecticut General Life Insurance Company (“CIGNA”) in a transaction that closed on April 1, 2008. Until the sale of the healthcare business to CIGNA, Rivers was the Executive Vice President of the Healthcare Division. Rivers has been an integral part of maintaining the healthcare business and in the completion of the sale to CIGNA;

3.        Rivers has continued to work for the Company in respect to various matters relating both to the sale of the healthcare division to CIGNA and to other functions; and,

4.        The Company and Rivers wish to confirm the types and amounts of compensation which Rivers is to receive in addition to his regular compensation and benefits.

THEREFORE , in consideration of the mutual promises contained herein, the Company and Rivers agree as follows:

SECTION 1. DEFINITIONS

1.1        Base Compensation. The term “Base Compensation” shall include the sum of Rivers’ annual base salary and Rivers’ total potential Target Bonus for which Rivers is eligible in the year his employment with the Company is terminated.

(a)       Conduct by Rivers constituting a felony or other crime involving dishonesty, theft or an act of financial wrongdoing;

(b)      Conduct of Rivers which is materially injurious to the Company or any of its affiliates, monetarily or otherwise;

(c)       An act or acts of dishonesty by Rivers involving the Company or any of its affiliates or significant violation of the Code of Business Conduct and Ethics or the policies of the Company;

(d)      Willful and repeated refusal or failure of Rivers to perform his duties hereunder or otherwise, insubordination, disorderly conduct in the workplace, absenteeism, use or sale of alcohol or illegal drugs on Company property; or

(e)       A material breach by Rivers of any of the material provisions of this Agreement and failure of Rivers to cure same within thirty (30) consecutive days after notice thereof to Rivers.

 (b)         A material change in the geographic location at which Rivers provides services.

1.4        Purchase Agreement. The term “Purchase Agreement” shall refer to the Asset and Stock Purchase Agreement entered into between the Company and CIGNA on November 26, 2007 pursuant to which the Company’s Healthcare Division and other related assets (“Healthcare Division”) have been transferred to CIGNA, effective as of April 1, 2008.

1.5        Target Bonus. The term “Target Bonus” shall refer to the incentive bonus for which Rivers has been and is eligible in the ordinary course of the Company’s business, in accordance with its ordinary business practices and which are historically known as the “Target Bonus.”

1.6        Termination of Employment. The terms “termination of employment,” “terminate employment” and other similar terms shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”) to the extent necessary to comply with the terms of such Section to avoid taxation under Section 409A(a)(1) of the Code.

SECTION 2. TERM AND TERMINATION

2.1        Termination of Employment. Rivers’ employment with the Company shall terminate under the following circumstances:

     (a)      Death . In the event of Rivers’ death (“Death”), this Agreement shall terminate immediately.

(b)     Disability . If Rivers becomes eligible to receive benefits under the Company’s Long Term Disability Plan (“Disability”), either the Company or Rivers may immediately terminate Rivers’ employment.

(c)      Termination by the Company . Rivers’ employment may be terminated immediately by the Company either with or Without Cause.

(d)     Voluntary Termination by Rivers . Rivers’ employment may be terminated by Rivers effective upon giving thirty (30) days’ notice to the President and Chief Executive Officer of the Company.

(e)      Termination for Good Reason by Rivers . Rivers may effect a termination of his employment for Good Reason at any time upon notice to the President and Chief Executive Officer of the Company of such intention in accordance with the provisions of this section 2.1(f)(i) and (ii). The Good Reason termination shall be effective as of the date set forth in such notice. At the sole discretion of the President and Chief Executive Officer of the Company, Rivers’ attendance during the notice period may not be necessary. Termination for Good Reason is subject to the following terms and conditions:

(i)       Rivers must provide notice to the Company within 90 days of the initial existence of the condition which constitutes Good Reason, and if the condition is not cured, must terminate his employment within 30 days of the expiration of the cure period set forth in Section 2.1(f)(ii); and,

(ii)      The Company must fail to cure the condition within 30 days following the notice.

SECTION 3. COMPENSATION AND BENEFITS

In addition to his base salary and other benefits historically provided by the Company to Rivers in the ordinary course of business, for all services rendered and to be rendered by Rivers while employed by the Company, including without limitation, services for companies affiliated with the Company, and upon the terms and conditions set forth in this Agreement, the Company will cause to be paid and provided to Rivers the compensation and benefits provided in this Section 3.

3.1        Compensation and Bonuses. In recognition of past and present services, Rivers shall be entitled to the following benefits:

(a)      Healthcare Incentive Bonus . Healthcare Division Incentive Bonuses (“HIP Bonuses”) payable annually. The terms, conditions and amounts of the HIP Bonuses are set forth below:

(i)       A HIP Bonus in the amount of $2,000,000, shall vest upon execution of this Agreement and shall be payable on or before December 31, 2008;

(ii)      A HIP Bonus in the amount of $2,000,000 shall vest on January 1, 2009 and shall be payable on or before December 31, 2009;

(iii)     A HIP Bonus in the amount of $2,000,000 shall vest on January 1, 2010 and shall be payable on or before December 31, 2010;

(iv)     If Rivers’ employment is terminated by the Company Without Cause or by Rivers for Good Reason, all unvested HIP Bonuses shall vest immediately upon Rivers’ termination, and shall be payable within 45 days of the date Rivers’ employment is terminated;

(v)      No unvested HIP Bonus shall be payable if the Company terminates Rivers for Cause, as a result of Death or Disability, or upon termination by Rivers without Good Reason.

(b)       Supplemental Executive Retirement Program . An enhancement to Rivers’ Supplemental Executive Retirement Program (“SERP”) upon the following terms and conditions:

(i)       Rivers shall be entitled to: (a) two years credit for each of the first five years of his service with the Company (which ended on August 19, 2007); (b) credit for service with the Company in accordance with the terms of the SERP for years of service commencing after August 19, 2007 and, (c) an additional 2.5 years of credit immediately following the execution of this Agreement.

(ii)      Unless otherwise provided in this Agreement, Rivers’ SERP benefits shall become100% vested upon the execution of this Agreement.

(iii)      Except as specifically provided herein, the SERP shall be administered in accordance with its terms, including but not limited to, the date that benefits may start, any survivorship benefits and offsets for Social Security, and/or any other qualified or non-qualified plans.

(c)      Special Bonus . Rivers shall be entitled to receive a one-time payment in the amount of $2,500,000. The payment of the Special Bonus shall be made within 30 days of the execution of this Agreement.

(d)       Purchase Price Reduction Bonus .If the Purchase Price Reduction Amount as defined by Section 2.04(a) of the Purchase Agreement is zero, and further, if Rivers is: (a) employed by the Company on the date of the Final Calculation of the Purchase Price Reduction Amount as defined in Section 2.04(b) of the Purchase Agreement (the “Final Calculation Date”); or (b) is terminated earlier by the Company Without Cause or by Rivers for Good Reason, a bonus of $1,000,000 (The “PPR Bonus”) shall be paid to Rivers in a lump sum within 60 days of the Final Calculation Date.

(e)        Transition Bonus .A bonus in the amount of $1,600,000 if Rivers’ employment with the Company is not terminated before April 30, 2009, or his employment with the Company is terminated before April 30, 2009 and such termination is: (a) by the Company Without Cause; or (b) by Rivers for Good Reason. The Transition Bonus shall be paid in a lump sum on or before the earlier of 60 days after his termination of employment or April 30, 2009.

(f)        Severance Benefit .Upon termination of Rivers’ employment by the Company Without Cause, or by Rivers for Good Reason, Rivers shall be entitled to a cash severance payment (the “Severance Benefit”) in the amount of $3,117,188.

(i)       Rivers shall not be entitled to the Severance Benefit unless, within 60 days after the termination of his employment, Rivers executes and returns to the Company a Release Agreement, substantially in the form as Attachment A.

(ii)      The Severance Benefit shall be paid in a lump sum within 15 days of the date that Rivers returns a fully executed Release Agreement to the Company.

(g)       Medical Benefits . If Rivers’ employment is terminated by the Company without Cause or by Rivers for Good Reason, Rivers shall be entitled to medical benefits of a similar type and cost to those he had as of the termination of his employment with the Company for a period of two and one-half years from his employment termination date. The Company reserves the right to provide these benefits in a manner it deems reasonable and appropriate.

(i)       If Rivers’ employment is terminated Without Cause or if Rivers terminates for Good Reason, Rivers shall be entitled to the following:

(A)      his base salary through the date of such termination or Retirement, payable in the ordinary course of the Company’s business;

(B)      Rivers’ Target Bonus for the year in which his termination of employment from the Company occurs, determined as if all performance targets established by the Company with respect to such Target Bonus have been met at target and multiplied by a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, payable in a lump sum within 45 days of the date of Rivers’ termination; and,

(C)      any other compensation and benefits that are vested or otherwise owed to him as of the last day of his employment in the ordinary course of the Company’s business, in accordance with applicable law and Company policies.

(ii)      In the event that Rivers terminates his employment with the Company without Good Reason or the Company terminates Rivers for Cause, Rivers shall only be entitled to the compensation and benefits that are vested or otherwise owed to him as of the last day of his employment in the ordinary course of the Company’s business, in accordance with applicable law and Company policies.

SECTION 4. EMPLOYEE COVENANTS

In consideration