VINEYARD NATIONAL BANCORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>v88764exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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                                                                    EXHIBIT 10.1

                                [GREAT-WEST LOGO]



                     NONQUALIFIED DEFERRED COMPENSATION PLAN


                               BASIC PLAN DOCUMENT


                                  SPONSORED BY



                            GREAT-WEST LIFE & ANNUITY

                                INSURANCE COMPANY





GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)
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                                TABLE OF CONTENTS

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PREAMBLE                                                                       4

                                    ARTICLE I
                                   DEFINITIONS

    1.1              Administrator                                             5
    1.2              Adoption Agreement                                        5
    1.3              Beneficiary                                               5
    1.4              Benefit Distribution Date                                 5
    1.5              Change Of Control                                         5
    1.6              Code                                                      5
    1.7              Company                                                   5
    1.8              Compensation                                              6
    1.9              Deferral Agreement                                        6
    1.10             Deferrals                                                 6
    1.11             Distributable Event                                       6
    1.12             Effective Date                                            6
    1.13             Employee                                                  6
    1.14             Entry Date                                                6
    1.15             ERISA                                                     6
    1.16             Independent Contractor                                    6
    1.17             Nonqualified Deferred Compensation Plan                   6
    1.18             Participant                                               6
    1.19             Plan                                                      7
    1.20             Plan Year                                                 7
    1.21             Separation From Service                                   7
    1.22             Sponsor                                                   7
    1.23             Trust                                                     7
    1.24             Trustee                                                   7
    1.25             Valuation Date                                            7

                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

    2.1              Participation                                             8
    2.2              Change In Classification Of Employment                    8
    2.3              Computation Period                                        8
    2.4              Service With Controlled Groups                            8
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Great-West Life & Annuity
G1687(rev5/97)
                                       1
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                                   ARTICLE III
                            DEFERRAL OF COMPENSATION

    3.1              Deferral Agreement                                        9
    3.2              Deferral Procedure                                        9
    3.3              Amending Deferral Agreement                               9
    3.4              Termination Of Deferral Agreement                         9

                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

    4.1              Employee Deferrals                                       10
    4.2              Company Contributions                                    10
    4.3              Responsibility For Contributions                         10

                                    ARTICLE V
                        PARTICIPANT ACCOUNTS AND REPORTS

    5.1              Establishment Of Accounts                                11
    5.2              Account Maintenance                                      11
    5.3              Valuation Of Assets                                      11
    5.4              Allocation Methods                                       11
    5.5              Valuation Date                                           11
    5.6              Participant Statements                                   12
    5.7              Investment Preference                                    12

                                   ARTICLE VI
                            BENEFIT AND DISTRIBUTIONS

    6.1              Benefits                                                 13
    6.2              Distributable Event                                      13
    6.3              Form Of Payment                                          13
    6.4              Payment Medium                                           13
    6.5              Death Benefits                                           13
    6.6              Beneficiary Designation                                  13
    6.7              No Beneficiary                                           13
    6.8              Hardship Withdrawal                                      14
    6.9              Claims Procedure                                         14
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Great-West Life & Annuity
G1687(rev5/97)
                                       2
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                                   ARTICLE VII
                                     VESTING

    7.1              Deferrals                                                15
    7.2              Company Contributions                                    15
    7.3              Computation Period                                       15
    7.4              Assets                                                   15

                                  ARTICLE VIII
                               PLAN ADMINISTRATION

    8.1              Administrator                                            16
    8.2              Duties Of Administrator                                  16
    8.3              Delegation of Duties and Employment of Agents            16
    8.4              Company                                                  16
    8.5              Administrative Fees And Expenses                         16

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

    9.1              Amendment                                                17
    9.2              Termination                                              17

                                    ARTICLE X
                                  MISCELLANEOUS

    10.1             Total Agreement                                          18
    10.2             Employment Rights                                        18
    10.3             Governing Law                                            18
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Great-West Life & Annuity
G1687(rev5/97)
                                       3
<PAGE>
                                    PREAMBLE

The Company, by executing the attached Adoption Agreement, hereby establishes an
unfunded Nonqualified Deferred Compensation Plan for a select group of
management or highly compensated Employees. Under Plan terms, eligible
management or highly compensated Employees will be permitted to defer a portion
of their Compensation not yet earned until they attain their Benefit
Distribution Date defined under paragraph 1.4 of the Plan. Participants shall
have no right, either directly or indirectly, to anticipate, sell, assign or
otherwise transfer any benefit accrued under the Plan. In addition, no
Participant shall have any interest in any Company assets set aside as a source
of funds to satisfy its benefit obligations under the Plan, including the
establishment of any trust under the terms of Revenue Procedure 92-64 or under
the terms of any amendment thereof or successor thereto. Participants shall
have the status of general unsecured creditors of the employer and the Plan
constitutes an unsecured promise by the employer to make benefit payments in the
future.


GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)                         4
<PAGE>
                                    ARTICLE I
                                   DEFINITIONS

1.1      ADMINISTRATOR              The individual or committee appointed by the
                                    Company to administer the Plan as provided
                                    herein. If no such appointment is made, the
                                    Compensation Committee ("Compensation
                                    Committee") of the Board Of Directors
                                    ("Board") of the Company shall serve as the
                                    Administrator. If a Compensation Committee
                                    does not exist and no appointment is made by
                                    the Board, then the Board shall serve as the
                                    Administrator.

1.2      ADOPTION                   The written instrument attached to this
         AGREEMENT                  Basic Plan Document by which the Company
                                    elects to establish a Nonqualified
                                    Deferred Compensation Plan for eligible
                                    Employees.

1.3      BENEFICIARY                An individual, individuals or trust
                                    designated by the Participant to receive his
                                    or her benefit in the event of the
                                    Participant's death. If more than one
                                    Beneficiary survives the Participant,
                                    payments shall be made equally to all such
                                    beneficiaries, unless otherwise provided in
                                    the Beneficiary form. Nothing herein shall
                                    prevent the Participant from designating
                                    primary and secondary Beneficiaries.
                                    Elections made by a Participant as to the
                                    timing and method of payment shall be
                                    binding on all Beneficiaries named by the
                                    Participant in his or her most recently
                                    dated Beneficiary form.

1.4      BENEFIT                    The date on which a Participant's benefit is
         DISTRIBUTION               payable under the Plan as elected by the
         DATE                       Participant in his or her initial Deferral
                                    Agreement. A Participant shall have no right
                                    to receive payment of his or her benefit
                                    until reaching his or her Benefit
                                    Distribution Date.

1.5      CHANGE OF CONTROL          The purchase or other acquisition by any
                                    person, entity or group of persons within
                                    the meaning of Section 13(d) or 14(d) of the
                                    Securities Exchange Act of 1934 ("ACT"), (or
                                    any comparable successor provisions, of
                                    beneficial ownership within the meaning of
                                    Rule 13d-3 promulgated under the ACT) of 30
                                    percent or more of either the outstanding
                                    shares of common stock or the combined
                                    voting power of the Company's then
                                    outstanding voting securities entitled to
                                    vote generally, or the approval by the
                                    stockholders of the Company of a
                                    reorganization, merger or consolidation, in
                                    each case, with respect to which persons who
                                    were stockholders of the Company immediately
                                    prior to such reorganization, merger or
                                    consolidation do not, immediately
                                    thereafter, own more than 50 percent of the
                                    combined voting power entitled to vote
                                    generally in the election of directors of
                                    the reorganized, merged or consolidated
                                    Company's then outstanding securities, or a
                                    liquidation or dissolution of the Company or
                                    of the sale of all or substantially all of
                                    the Company's assets.

1.6      CODE                       The Internal Revenue Code of 1986, as
                                    amended.

1.7      COMPANY                    The corporation or business entity which
                                    adopts this Plan and any member of a
                                    controlled group of corporations, all
                                    commonly controlled trades or businesses and
                                    any member of an affiliated service group.

1.8      COMPENSATION               The total annual remuneration for employment
                                    or contracted services received by an
                                    Employee or Independent Contractor from the
                                    Company and reported on his or her tax Form
                                    W-2 and/or Form 1099. Compensation shall
                                    also include amounts deferred under this
                                    Plan, under a Cafeteria Plan described at
                                    Code Section 125, under a Cash or Deferred
                                    Plan


GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)                         5
<PAGE>
                                    described at Code Section 401(k) and under
                                    any other Company plan qualified under Code
                                    Section 401(a) sponsored by the Company.
                                    Compensation shall only include remuneration
                                    earned while an individual is an Employee or
                                    Independent Contractor of the Company.

1.9      DEFERRAL                   The written agreement between an eligible
         AGREEMENT                  Employee and the Company to defer receipt by
                                    the Employee of Compensation not yet earned.
                                    Such agreement shall state the deferral
                                    amount or percentage of Compensation to be
                                    withheld from the Employee's Compensation
                                    and shall state the date on which the
                                    agreement is effective as provided at
                                    paragraph 3.1.

1.10     DEFERRALS                  That portion of an Employee's Compensation
                                    which is deferred under the terms of this
                                    Plan. Such Compensation cannot yet have been
                                    earned by the Employee at the time of the
                                    Participant's election to defer.

1.11     DISTRIBUTABLE EVENT        An event described at paragraph 6.2 of the
                                    Plan and at section II(a) of the Adoption
                                    Agreement which will cause a Participant's
                                    benefit to be payable on the next following
                                    Benefit Distribution Date.

1.12     EFFECTIVE DATE             The date on which the Company's Nonqualified
                                    Deferred Compensation Plan or any amendment
                                    thereto becomes effective.

1.13     EMPLOYEE                   Any person employed by the Company as a
                                    common-law employee, a member of the board
                                    of directors of the Company or an
                                    Independent Contractor deemed to be an
                                    Employee by the Company. Individuals who
                                    shall be treated as Employees for purposes
                                    of the Plan shall be limited to those
                                    individuals who are within a select group of
                                    management or highly compensated Employees
                                    as determined by the Company in its sole
                                    discretion.

1.14     ENTRY DATE                 The date on which an Employee commences
                                    participation in the Plan as determined by
                                    the Company in the Adoption Agreement.

1.15     ERISA                      The Employee Retirement Income Security Act
                                    of 1974, as amended.

1.16     INDEPENDENT CONTRACTOR     Individuals other than partnerships or
                                    corporations who perform services on a
                                    contractual basis for the Company.
                                    Independent Contractors may be deemed to be
                                    Employees for purposes of this Plan if so
                                    elected by the Company. The Company, in its
                                    sole discretion shall determine whether any
                                    Independent Contractor shall be treated as
                                    an Employee for purposes of this Plan only.

1.17     NONQUALIFIED               A plan, within the meaning of ERISA Section
         DEFERRED                   201(2), the purpose of which is to permit a
         COMPENSATION               select group of management or highly
         PLAN                       compensated Employees to defer receipt of a
                                    portion of their Compensation to a future
                                    date.

1.18     PARTICIPANT                An Employee who is eligible to participate
                                    in the Plan and who is currently deferring a
                                    portion of his or her Compensation under
                                    this Plan. An Employee or former Employee
                                    who has previously deferred a portion of his
                                    or her Compensation under the Plan and who
                                    is still entitled to the payment of benefits
                                    under the Plan shall also be considered a
                                    Participant.

1.19     PLAN                       The Nonqualified Deferred Compensation Plan
                                    established by the Company under the terms
                                    of this document and the accompanying
                                    Adoption Agreement.

1.20     PLAN YEAR                  The 12 consecutive month period as defined
                                    by the Company in the Adoption Agreement.


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G1687(rev5/97)                         6
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1.21     SEPARATION FROM            The severance of an Employee's employment
         SERVICE                    with the Company for any reason.

1.22     SPONSOR                    Great-West Life & Annuity Insurance Company
                                    and any member of the same controlled group
                                    of corporations and any corporation which
                                    succeeds the Sponsor by merger or by
                                    acquisition of assets. The term Sponsor
                                    shall apply to the organization sponsoring
                                    this document and supporting administrative
                                    forms and not to a Company who may utilize
                                    this document and supporting administrative
                                    forms to establish a nonqualified deferred
                                    compensation plan for a select group of
                                    management or highly compensated employees.

1.23     TRUST                      The agreement, if any, between the Company
                                    and the Trustee under which any assets
                                    delivered by the Company to the Trustee will
                                    be held and managed. Any assets held under
                                    the terms of the Trust shall be the
                                    exclusive property of the Company and shall
                                    be subject to creditor claims of the
                                    Company. Participants shall have no right
                                    secured or unsecured to any assets held
                                    under the terms of any Trust which may be
                                    adopted by the Company.

1.24     TRUSTEE                    If the Company adopts a Trust, the
                                    institution named by the Company in the
                                    Trust agreement and any corporation which
                                    succeeds the Trustee by merger or by
                                    acquisition of assets.

1.25     VALUATION DATE             The date on which Participant accounts are
                                    valued hereunder.



GREAT-WEST LIFE AND ANNUITY               7
G1687(REV5/97)



<PAGE>
                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

2.1      PARTICIPATION              Employees who meet the eligibility
                                    requirements set forth in the Adoption
                                    Agreement on the date the Plan is adopted by
                                    the Company shall become Participants on the
                                    first Entry Date following the date of
                                    adoption. Employees who have not satisfied
                                    the eligibility requirements on the date of
                                    adoption shall become Participants on the
                                    Entry Date immediately following the date on
                                    which they meet the eligibility
                                    requirements. In the event an Employee who
                                    is not a member of the eligible class of
                                    Employees becomes a member of the eligible
                                    class, such Employee shall be eligible to
                                    participate on the Entry Date immediately
                                    following the date on which the Employee
                                    becomes a member of the eligible class.

2.2      CHANGE IN                  In the event a Participant becomes
         CLASSIFICATION             ineligible to participate because
         OF EMPLOYMENT              he or she is no longer a member of
                                    an eligible class of Employees,
                                    such Employee shall be eligible to
                                    participate on the Entry Date which
                                    follows his or her return to an
                                    eligible class of Employees.

2.3      COMPUTATION                To determine Years of Service for
         PERIOD                     eligibility purposes, the 12-consecutive
                                    month period shall commence on the date on
                                    which an Employee first performs an hour of
                                    service for the Company and each anniversary
                                    thereof, such that the succeeding
                                    12-consecutive month period commences with
                                    the employee's first anniversary of
                                    employment and so on. An hour of service
                                    shall mean each hour for which an Employee
                                    is paid, or entitled to payment, for the
                                    performance of duties for the Company.

2.4      SERVICE WITH               All Years of Service with other members of a
         CONTROLLED                 controlled group of corporations as defined
         GROUPS                     in Code Section 414(b), trades or businesses
                                    under common control as defined in Code
                                    Section 414(c), or members of an affiliated
                                    service group as defined in Code Section
                                    414(m), if applicable, shall be credited for
                                    purposes of determining an Employee's
                                    eligibility to participate.



GREAT-WEST LIFE & ANNUITY                          8
G1687(REV5/97)


<PAGE>
\                                   ARTICLE III
                            DEFERRAL OF COMPENSATION

3.1      DEFERRAL AGREEMENT         The Participant shall enter into a Deferral
                                    Agreement with the Company authorizing the
                                    deferral of all or part of the Participant's
                                    Compensation under the Plan earned during
                                    the period in which the individual
                                    participates in the Plan. The Participant's
                                    initial Deferral Agreement shall also
                                    specify the Distributable Events elected by
                                    the Participant, the Benefit, Distribution
                                    Date and the method of payment with respect
                                    to benefits attributable to Deferrals and
                                    Company contributions, if any, for the
                                    initial Plan Year and for each year
                                    thereafter. The election with respect to the
                                    Distributable Events, Benefit Distribution
                                    Date and method of payment shall be
                                    irrevocable. Employees who are eligible on
                                    the date the Plan is first effective may
                                    make an election to defer Compensation
                                    within 30 days after the Effective Date for
                                    services to be performed after the Entry
                                    Date. Notwithstanding the preceding
                                    sentence, if the Company selects the
                                    Effective Date as the Entry Date, then the
                                    period of service upon which deferrals are
                                    based shall commence after the date the
                                    Employee elects to defer Compensation.
                                    Employees first becoming eligible after the
                                    date the Plan is effective may make an
                                    election to defer Compensation within 30
                                    days after the Participant's initial
                                    eligibility date for services to be
                                    performed after the Entry Date. In no event
                                    shall an Employee be permitted to defer
                                    Compensation for a pay period which has
                                    commenced prior to the date on which the
                                    Deferral Agreement is signed by the Employee
                                    and accepted by the Plan Administrator.

3.2      DEFERRAL PROCEDURE         Upon receipt of a properly completed and
                                    executed Deferral Agreement the
                                    Administrator shall notify the Company to
                                    commence to withhold that portion of the
                                    Participant's Compensation specified in the
                                    agreement. In no event will the Participant
                                    be permitted to defer more than the amount
                                    specified by the Company in the Adoption
                                    Agreement.

3.3      AMENDING DEFERRAL          A Participant shall be permitted to increase
         AGREEMENT                  or decrease his or her Deferrals by filing
                                    an amended Deferral Agreement with the
                                    Administrator. Such amendment shall be
                                    effective on the first day of the first
                                    payroll period beginning in the next Plan
                                    Year which follows the date on which the
                                    amended Deferral Agreement is received by
                                    the Administrator.

3.4      TERMINATION OF             The Company shall have the right to
         DEFERRAL AGREEMENT         terminate an Employee's Deferral Agreement
                                    at any time upon written notice to the
                                    Employee. Such termination shall be
                                    effective on the first day of the next
                                    payroll period. In no event shall the
                                    Company have the right to terminate a
                                    Deferral Agreement with respect to
                                    Compensation already deferred. The Employee
                                    shall also have the right to terminate his
                                    or her Deferral Agreement upon written
                                    notice to the Plan Administrator. Such
                                    termination shall be effective on the first
                                    day of the first payroll period following
                                    the date on which the termination request is
                                    received by the Administrator. The Employee
                                    shall not be permitted to reinstate a new
                                    Deferral Agreement until the first day of
                                    the first payroll period beginning in the
                                    Plan Year following the date on which a new
                                    Deferral Agreement is received by the
                                    Administrator.




GREAT-WEST LIFE & ANNUITY                                       9
G1687(REV5/97)
<PAGE>
                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

4.1      EMPLOYEE DEFERRALS         The Company shall remit to the Sponsor all
                                    amounts deferred by Participants under the
                                    terms of their respective Deferral
                                    Agreements. Remittance by the Company shall
                                    be made as soon as administratively feasible
                                    following the date the funds were withheld
                                    from the Participant's Compensation but not
                                    later than 30 business days following the
                                    date withheld. Any such Deferrals held by
                                    the Sponsor plus any investment earnings
                                    thereon shall remain the property of the
                                    Company and shall be subject to the claims
                                    of the Company's creditors.

4.2      COMPANY                    The Company may make matching or
         CONTRIBUTIONS              discretionary contributions under the terms
                                    of the Plan. The amount of the Company's
                                    discretionary and/or matching contribution
                                    and the formula(s) for allocating such
                                    contributions will be determined by the
                                    Company in the Adoption Agreement. Any such
                                    contributions plus the earnings thereon
                                    shall be held by the Sponsor but shall
                                    remain the property of the Company and shall
                                    be subject to the claims of the Company's
                                    creditors. Any Company contributions made
                                    under the Plan shall be transmitted to the
                                    Sponsor not less frequently than annually.

4.3      RESPONSIBILITY FOR         The Company has sole responsibility for
         CONTRIBUTIONS              remitting Employee Deferrals and Company
                                    contributions to the Sponsor for investment
                                    purposes. The Sponsor shall have no duty to
                                    determine whether the funds paid by the
                                    Company are the correct amount or that they
                                    have been transmitted in a timely manner.

                                       10


GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)
<PAGE>
                                    ARTICLE V
                        PARTICIPANT ACCOUNTS AND REPORTS

5.1      ESTABLISHMENT OF           The Administrator shall establish and
         ACCOUNTS                   maintain individual bookkeeping accounts on
                                    behalf of each Participant for purposes of
                                    determining each Participant's benefits
                                    under the Plan. Separate sub-accounts shall
                                    be established for each Participant with
                                    respect to each different type of
                                    contribution elected in the Adoption
                                    Agreement and for each Deferral Agreement
                                    for which a different form of payment has
                                    been elected.

5.2      ACCOUNT                    The Administrator shall add to each
         MAINTENANCE                Participant's account amounts representing:

                                          -   Employee Deferrals,

                                          -   Company matching or discretionary
                                              contributions, if applicable, and

                                          -   Investment earnings.

                                    The Administrator shall deduct from each
                                    Participant's account amounts representing:

                                          -   Distributions to the Participant
                                              or Beneficiary,

                                          -   Investment losses,

                                          -   and any Plan administrative
                                              expenses attributable to the
                                              Participant's benefits under the
                                              Plan which are paid from funds
                                              accumulated by the Company in
                                              trust or otherwise as a reserve to
                                              satisfy the Company's liabilities
                                              under the Plan.

                                    Investment gains and losses will be
                                    determined on the basis of the performance
                                    of investment preferences selected by each
                                    Participant from such investment options as
                                    the Administrator may specify from time to
                                    time. The Administrator is not, however,
                                    required to purchase or hold assets in
                                    accordance with Participant's investment
                                    preferences.

5.3      VALUATION OF               As of each Valuation Date the Administrator
         ASSETS                     shall determine the fair market value of all
                                    assets held under the terms of the Plan. The
                                    valuation of securities traded on a national
                                    securities exchange shall be determined on
                                    the last business day of the valuation
                                    period in accordance with established or
                                    recognized industry standards for the
                                    valuation of traded securities.

5.4      ALLOCATION                 The Company's matching contributions, if
         METHODS                    any, shall be allocated to eligible
                                    Participants in accordance with the
                                    allocation formula elected in the Adoption
                                    Agreement. The Company's discretionary
                                    contribution, if any, shall be allocated to
                                    eligible Participants in proportion to each
                                    such Participant's compensation as a
                                    percentage of the aggregate compensation
                                    paid to all such eligible Participants. If
                                    contributions are invested in mutual funds
                                    or other pooled investment fund, the
                                    investment earnings allocable to each such
                                    Participant shall be determined by reference
                                    to the value of the applicable fund.

5.5      VALUATION DATE             The fair market value of each Participant's
                                    benefit shall be valued as of the close of
                                    business each day on which securities are
                                    traded on a national securities market. If
                                    securities are not traded on a national
                                    securities market on the last day of the
                                    Plan Year, the fair market value of a
                                    Participant's benefit shall be determined
                                    with reference to the value of securities
                                    traded on the most recent day preceding the
                                    last day of the Plan Year.

                                       11

GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)
<PAGE>
                                   ARTICLE VI
                           BENEFITS AND DISTRIBUTIONS

6.1      BENEFITS                   A Participant's or Beneficiary's benefit
                                    payable under the Plan shall be determined
                                    by reference to the value of the
                                    Participant's account balance at the time of
                                    a Distributable Event under the Plan. Such
                                    benefit shall be payable from the general
                                    assets of the Company which includes any
                                    assets which may be held in trust. In no
                                    event will a Participant's right to a
                                    benefit under this Plan give such
                                    Participant a secured right or claim on any
                                    assets held by the Company in trust or
                                    otherwise as a reserve to fulfill its
                                    obligations under the Plan.

6.2      DISTRIBUTABLE              A Participant's benefit shall be payable as
         EVENT                      soon as administratively feasible following
                                    the Benefit Distribution Date coincident
                                    with or first following the earlier of the
                                    date on which:

                                           -    The Participant attains his or
                                                her normal retirement age,

                                           -    The Participant terminates
                                                employment with the Company,

                                           -    The Participant dies,

                                           -    Termination of the Plan under
                                                paragraph 9.2 hereof, and

                                           -    As otherwise provided in the
                                                Adoption Agreement and elected
                                                by a Participant in his or her
                                                initial Deferral Agreement.

                                    No Participant shall have any right to
                                    receive payment of his or her benefit under
                                    the Plan prior to the Benefit Distribution
                                    Date.

6.3      FORM OF PAYMENT            A Participant's benefit shall be paid in the
                                    form of a lump sum or installments. If
                                    Installment payments are elected by the
                                    Participant in his or her initial Deferral
                                    Election, such payments shall be made
                                    monthly. Installment payments may be made
                                    over any period not in excess of the life
                                    expectancy of the Participant. Any election
                                    of a form of payment must be made by the
                                    Participant prior to the first period of
                                    service for which a Deferral is made. Such
                                    election as to the form of payment may not
                                    be changed in connection with a future
                                    deferral election by a Participant under the
                                    Plan.

6.4      PAYMENT MEDIUM             The Company will pay a lump sum distribution
                                    in the form of cash or in kind. Installment
                                    payments will always be paid in the form of
                                    cash.

6.5      DEATH BENEFITS             Any benefit to which a deceased Participant
                                    is entitled to receive under the Plan shall
                                    be paid to such Participant's Beneficiary.
                                    Such death benefit shall be paid in
                                    accordance with the form of payment elected
                                    by the Participant as provided at paragraph
                                    6.3 hereof.


6.6      BENEFICIARY                A Participant shall have the right to
         DESIGNATION                designate a beneficiary and to amend or
                                    revoke such designation at any time in
                                    writing. Such designation, amendment or
                                    revocation shall be effective upon receipt
                                    by the Administrator. A Participant may not,
                                    however, change his or her Beneficiary
                                    (during the life of such Beneficiary) after
                                    payments have commenced under an installment
                                    payment option where the payment period is
                                    determined by reference to the life
                                    expectancy of the Participant and his or her
                                    Beneficiary.

6.7      NO BENEFICIARY             If no beneficiary designation is made, or if
                                    the beneficiary designation is held invalid,
                                    or if no Beneficiary survives the
                                    Participant and benefits remain payable
                                    following the Participant's death, the
                                    Administrator shall direct that payment of
                                    benefits be made to

                                    the person or persons in the first category
                                    in which there is a survivor. The categories
                                    of successor beneficiaries, in order, are as
                                    follows:

                                          -    Participant's spouse;

                                          -    Participant's descendants, per
                                               stirpes (eligible descendants
                                               shall be determined by the
                                               intestacy laws of the state in
                                               which the decedent is domiciled);

                                          -    Participant's parents;

                                       13


GREAT-WEST LIFE & ANNUITY
G1687(rev5/97)
<PAGE>
                                          -    Participant's brothers and
                                               sisters (including step brothers
                                               and step sisters); and

                                          -    Participant's estate.

6.8      HARDSHIP
         WITHDRAWAL                 A Participant who incurs a severe financial
                                    hardship resulting from an unforeseeable
                                    emergency may request a hardship withdrawal
                                    of his or her Deferrals and Company related
                                    vested contributions and any investment
                                    earnings on such Deferrals or Company
                                    related contributions. An unforeseeable
                                    emergency is a sudden and unexpected illness
                                    or accident of the Participant or of a
                                    dependent of the Participant as defined at
                                    Code Section 152(a), a loss of the
                                    Participant's property due to casualty, or
                                    other similar extraordinary and
                                    unforeseeable circumstances arising as a
                                    result of events beyond the control of the
                                    participant. An unforeseeable emergency
                                    shall not include the need to send a
                                    Participant's child to college or the desire
                                    to purchase a home. A request for hardship
                                    withdrawal shall be submitted to the
                                    Administrator in writing and shall describe
                                    the unforeseeable emergency and state that
                                    the hardship cannot be relieved:

                                          -    Through reimbursement or
                                               compensation by insurance or
                                               otherwise,

                                          -    By liquidation of the
                                               Participant's assets, to the
                                               extent the liquidation of such
                                               assets would not itself cause
                                               severe financial hardship, or

                                          -    By cessation of deferrals under
                                               the Plan.

                                          -    The Administrator shall have sole
                                               authority to approve or
                                               disapprove of all requests for
                                               a hardship withdrawal and shall
                                               evaluate all such requests in a
                                               uniform and nondiscriminatory
                                               manner.

6.9      CLAIMS                     A Participant or authorized representative
         PROCEDURE                  of a Participant may submit to the Plan
                                    Administrator questions regarding Plan
                                    Benefits or a claim for the payment of
                                    benefits. Such question or claim may be
                                    submitted at any time. However, benefit
                                    payments shall not be payable earlier than
                                    permitted by the Plan. The Administrator
                                    shall accept, reject, or modify such request
                                    and shall send written notification to the
                                    Participant setting forth the response of
                                    the Administrator and in the case of a
                                    denial or modification the Administrator
                                    shall:

                                    state the specific reason or reasons for the
                                    denial,

                                    provide specific reference to pertinent Plan
                                    provisions on which the denial is based,

                                    provide a description of any additional
                                    material, data or information necessary for
                                    the Participant or his representative to
                                    perfect the claim and an explanation of why
                                    such material or information is necessary,
                                    and

                                    explain the Plan's claim review procedure.

                                    In the event the request is rejected or
                                    modified, the Participant or his
                                    representative may appeal within 60 days
                                    following receipt by the Participant or
                                    representative of such rejection or
                                    modification, by submitting a written
                                    request for review by the administrator of
                                    its initial decision. Within 60 days
                                    following such request for review, the
                                    Administrator shall render its final
                                    decision in writing to the Participant or
                                    representative stating specific reasons for
                                    such decision. If the Participant or
                                    representative is not satisfied with the
                                    Administrator's final decision, the
                                    Participant or representative can institute
                                    an action in a court of competent
                                    jurisdiction.


GREAT-WEST LIFE & ANNUITY
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<PAGE>
                                   ARTICLE VII
                                     VESTING

7.1      DEFERRALS                  Benefits attributable to Compensation
                                    deferred under the terms of this Plan shall
                                    be nonforfeitable. However, such benefits
                                    shall not be payable to or for the benefit
                                    of a Participant until there is a
                                    Distributable Event under the Plan.

7.2       COMPANY                   Benefits attributable to Company
          CONTRIBUTIONS             discretionary and matching contributions
                                    shall become nonforfeitable upon the earlier
                                    of the Participant completing the Service
                                    requirement in the Adoption Agreement, upon
                                    reaching normal retirement age or upon
                                    death. A Participant's benefits shall also
                                    become fully vested in the event the Plan is
                                    terminated in accordance with paragraph 9.2
                                    and in the event of a Change Of Control as
                                    defined at paragraph 1.5. All other
                                    distributable events will vest according to
                                    the terms elected in the Adoption Agreement.

7.3      COMPUTATION                A Participant's Service for purposes of
         PERIOD                     vesting is determined with reference to the
                                    Plan Year. A Participant shall be credited
                                    with one year of service with respect to
                                    each Plan Year during which the Participant
                                    completes at least 1,000 hours of service.

7.4      ASSETS                     Regardless of a Participant's vested status,
                                    no Participant shall have any vested
                                    interest in or claim on any assets held in
                                    trust or otherwise either before or after
                                    the Participant attains his or her Benefit
                                    Distribution Date. A Participant's vested
                                    interest in benefits payable under the Plan
                                    shall be determined in accordance with
                                    paragraph 7.1, 7.2 and the election made by
                                    the Company in the Adoption Agreement. A
                                    Participant's option to state an investment
                                    preference under paragraph 5.7 hereof shall
                                    not give a Participant or Beneficiary any
                                    ownership right or interest in any asset
                                    held in trust or otherwise by the Company as
                                    a reserve to satisfy its obligations under
                                    the Plan.

                                    All amounts deferred under the Plan, all
                                    property and right purchased with such
                                    amounts, and all income attributable to such
                                    amounts, property or rights will remain
                                    (until made available to Participants and
                                    Beneficiaries) solely the property of the
                                    Company, subject only to the claims of the
                                    Company's general creditors. Participants
                                    and Beneficiaries have only the status of
                                    general unsecured creditors of the Company
                                    with respect to Plan payments, and the Plan
                                    is only a contractual agreement by the
                                    Company to make Plan payments in the future.

7.5      UNFUNDED PLAN              In no event will the assets accumulated by
                                    the Company in Trust or otherwise be
                                    construed as creating a funded Plan under
                                    the applicable provisions of the Employee
                                    Retirement Income Security Act, as amended,
                                    or under the Internal Revenue Code of 1986,
                                    as amended, or under the provisions of any
                                    other applicable statute or regulation. In
                                    this connection, any funds set aside by the
                                    Company in trust shall be administered in
                                    accordance with the terms of the Trust.


7.6      ASSIGNMENT                 No Participant or Beneficiary of a deceased
         AND ALIENATION             Participant shall have the right to
                                    anticipate, assign, transfer, sell,
                                    mortgage, pledge or hypothecate any benefit
                                    under this Plan. The Administrator shall not
                                    recognize any attempt by a third party to
                                    attach, garnish or levy upon any benefit
                                    under the Plan except as provided by law or
                                    under the terms of a domestic relations
                                    order as described at Code Section 414(p).


GREAT-WEST LIFE & ANNUITY
G1687(REV5/97)                         15
<PAGE>
                                  ARTICLE VIII
                               PLAN ADMINISTRATION

8.1      ADMINISTRATOR              The Plan shall be administered by the
                                    individual selected by the Company. If no
                                    Administrator is named by the Company or the
                                    named Administrator has resigned or
                                    otherwise cannot perform the administrative
                                    duties under the Plan, the Compensation
                                    Committee of the Board Of Directors of the
                                    Company shall serve as Administrator. If no
                                    Compensation Committee exists, then the
                                    Board of Directors of the Company shall
                                    serve as the Administrator. However, in no
                                    event shall any Participant who sits on the
                                    Compensation Committee or Board participate
                                    in any decision concerning his or her
                                    benefit under the Plan. The Administrator
                                    shall serve at the pleasure of the Company
                                    who shall have the right to remove the
                                    Administrator at any time upon 30 days
                                    written notice. The Administrator shall have
                                    the right to resign upon 30 days written
                                    notice to the Company.

8.2      DUTIES OF                  The Administrator shall be responsible to
         ADMINISTRATOR              perform all administrative functions of the
                                    Plan. These duties include but are not
                                    limited to:

                                    Communicating with Participants in
                                    connection with their rights and benefits
                                    under the Plan.

                                    Reviewing investment preferences received
                                    from Participants.

                                    Arranging for the payment of taxes
                                    (including income tax withholding, expenses
                                    and benefit payments to Participants under
                                    the Plan.

                                    Filing any returns and reports due with
                                    respect to the Plan.

                                    Interpreting and construing Plan provisions
                                    and settling claims and domestic relations
                                    orders in connection with Plan benefits.

                                    Serving as the Plan's designed
                                    representative for the service of advises,
                                    reports, claims or legal process.

8.3      DELEGATION OF              The Administrator shall retain the right to
         DUTIES AND                 delegate some or all of its ministerial
         EMPLOYMENT OF AGENTS       duties required for the proper
                                    administration of the Plan to third parties.
                                    The Administrator shall also have the right
                                    and authority to employ agents such as
                                    accountants, auditors, attorneys, actuaries
                                    or any other professionals it deems
                                    necessary in the performance of any of its
                                    duties required under Plan terms.

8.4      COMPANY                    The Company has sole responsibility for the
                                    adoption and maintenance of the Plan. The
                                    Company through its Board shall have the
                                    power and authority to appoint the Plan's
                                    Administrator and any other professionals,
                                    including a Trustee, as may be required for
                                    the administration of the Plan or the Trust.
                                    The Company shall also have the right to
                                    remove any individual or party appointed to
                                    perform administrative, investment,
                                    fiduciary or other functions under the Plan.
                                    The Company may delegate any of its powers
                                    to the Plan Administrator, Board Member or
                                    Committee of the Board.

8.5      ADMINISTRATIVE             All reasonable costs, charges and expenses
         FEES AND                   incurred by the Administrator or the Trustee
         EXPENSES                   in connection with the administration of the
                                    Plan or the Trust shall be paid by the
                                    Company. Any fees due the Sponsor shall
                                    either be billed to the Company by the
                                    Sponsor or will be charged against assets
                                    held by the Sponsor as agreed between the
                                    Company and the Sponsor. Notwithstanding the
                                    foregoing, no Compensation other than
                                    reimbursement for expenses shall be paid to
                                    an Administrator who is an Employee of the
                                    Company.


GREAT-WEST LIFE & ANNUITY
G1687(REV5/97)                         16

<PAGE>
                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

9.1      AMENDMENT                  The Company may at any time amend this Plan
                                    without the consent of any Participant or
                                    Beneficiary hereunder provided that any
                                    amendment shall become effective on the
                                    first day of the Plan Year following the
                                    date on which the amendment is adopted by
                                    the Company and that Participants and
                                    Beneficiaries be notified of such amendment
                                    not less than 30 days prior to the effective
                                    date thereof. The notice shall include an
                                    explanation of the amendment and its effects
                                    on the Participant's rights and benefits
                                    under the Plan. No amendment shall deprive a
                                    Participant or Beneficiary of any of the
                                    benefits which he or she has accrued under
                                    the Plan.

9.2      TERMINATION                Although the Company has established this
                                    Plan with a bona fide intention and
                                    expectation to maintain the Plan
                                    indefinitely, the Company may terminate or
                                    discontinue the Plan in whole or in part on
                                    the earlier of the date on which there is a
                                    Change of Control or as of the first
                                    business day in the Plan Year following the
                                    date on which the Company elects to
                                    terminate. Upon Plan termination, no further
                                    Deferrals or Company contributions shall be
                                    made except that the Company shall be
                                    responsible to pay any benefit attributable
                                    to Deferrals and Company contributions
                                    accrued as of the day preceding the
                                    effective date of termination plus
                                    investment earnings and less investment
                                    losses, taxes and expenses chargeable to the
                                    Participant's account up to the Benefit
                                    Distribution Date. The Administrator shall
                                    make distribution of the Participant's
                                    benefit as of the next Benefit Distribution
                                    Date.

Great-West Life & Annuity
G1687(rev5/97)
                                       17
<PAGE>
                                    ARTICLE X
                                  MISCELLANEOUS

10.1     TOTAL AGREEMENT            This Plan, the executed Adoption Agreement
                                    and related administrative forms shall
                                    constitute the total agreement or contract
                                    between the Company and the Participant
                                    regarding the Plan. No oral statement
                                    regarding the Plan may be relied upon by the
                                    Participant.

10.2     EMPLOYMENT RIGHTS          Neither the establishment of this Plan nor
                                    any modification thereof, nor the creation
                                    of any Trust or account, nor the payment of
                                    any benefits, shall be construed as giving a
                                    Participant or other person a right to
                                    employment with the Company or any other
                                    legal or equitable right against the Company
                                    except as provided in the Plan. In no event
                                    shall the terms of employment of any
                                    Employee be modified or in any way be
                                    affected by the Plan.

10.3     GOVERNING LAW              Construction, validity and administration of
                                    this Plan including the accompanying
                                    Adoption Agreement and administrative forms
                                    shall be governed by applicable Federal law
                                    and applicable state law in which the
                                    principal office of the Company is located.

Great-West Life & Annuity
G1687(rev5/97)
                                       18

</TEXT>
</DOCUMENT>
