Rule 497(e)
File No. 33-83928
RETIREMENT PLAN SERIES ACCOUNT
Of
GREAT-WEST LIFE & ANNNUITY INSURANCE COMPANY
Supplement dated January 10, 2000 to the
Prospectus dated May 1, 1999
Great-West Life & Annuity Insurance Company has obtained an order of the
Securities and Exchange Commission permitting a substitution of the securities
held by the Maxim Foreign Equity Investment Division (the "Investment
Division"). Effective February 11, 2000, shares of the Maxim Foreign Equity
Portfolio held by the Investment Division will be substituted with shares of the
Maxim INVESCO ADR Portfolio. As a result, any amounts that you have allocated to
the Investment Division as of the date of the substitution automatically will be
invested in shares of the Maxim INVESCO ADR Portfolio. Immediately after the
consummation of the substitution, the Investment Division will be renamed the
Maxim INVESCO ADR Investment Division and treated for administrative purposes as
a new Investment Division. The Maxim INVESCO ADR Investment Division is not
presently available under your contract and will not be available until the
substitution is completed. The Maxim INVESCO ADR Portfolio is described more
fully in the current prospectus for the Maxim Series Fund, Inc., which
accompanies this supplement.
Great-West presently does not impose any charges or restrictions on Transfers
among investment divisions. Therefore, at any time before or after February 11,
2000, you may Transfer amounts allocated under your Contract to the Investment
Division to any other available investment division or combination of available
investment divisions of your choice free of charge. Also, if you presently have
existing instructions on file with Great-West that direct us to allocate any
portion of your Contributions or Transfers to the Maxim Foreign Equity
Investment Division, you can change those allocation instructions at any time
without charge by calling KeyTalk(R) or contacting a Customer Service
representative at 1-800-338-4015.
This supplement should be retained with the Prospectus for future reference.
