Exhibit Table Form S-1 Exhibit 1. Form of Underwriting agreement and and Distribution Agreement 1 3. (i) Articles of Incorporation 1 (ii) Bylaws 1

                                                            Exhibit Table
                                                              Form S-1


         Exhibit

         1.       Form of Underwriting agreement and
                  and Distribution Agreement                                  
   1

         3.       (i)  Articles of Incorporation                              
   1
                  (ii) Bylaws                                                 
   1

         4.       (i) Form of Combination Fixed and
                  Variable Annuity Contract                                   
   2
                  (ii) Form of XXX Endorsement                                
   1
            
         5.       Opinion and consent of W. Xxx Xxxx                          
   2

         10.      Administrative Services Agreement between First
                  Great-West Life & Annuity Insurance Company,
                  and Great-West Life & Annuity Insurance Company             
   2

         23.      (a) Consent of Jorden Xxxx Xxxxxxxx & Xxxxxxx LLP           
   1
                  (b) Consent of Deloitte & Touche                            
   1
                  (c) Consent of W. Xxx Xxxx                                  
   2

         24.      Powers of Attorney for Xx. Xxxxxxxx and Messrs. Xxxxx,
                  Burns, Desmarais, Jr., Gratton, Hart, Xxxx, and Xxxxx       
   1







         27.      Financial Data Schedule                                     
   1


         1 Filed with Registration Statement.

         2 Filed with  this Pre-Effective Amendment No. 1 to  the Registration
   Statement.