Prepare for retirement … wisely with

Today’s SoonerSave Agenda The Nuts and Bolts of SoonerSave Prepare for Retirement … Wisely Your SoonerSave Investment Options

The Nuts and Bolts of SoonerSave What is a Deferred Compensation (457) Plan? Section 457 of the Internal Revenue Code For public employees only It can help you save extra retirement dollars You voluntarily set aside some of your income before you pay current taxes! Withdrawals are subject to ordinary income tax. You can contribute 100% of your taxable income up to $16,500 (whichever is less) in 2011 What is a Savings Incentive [401(a)] Plan? Section 401(a) of the Internal Revenue Code Allows your employer to help you save extra retirement dollars! Your employer contributes money on your behalf and it grows tax-deferred 1 1 For the 401(a) Plan, withdrawals made prior to age 59½ may be subject to a 10% federal tax penalty.

Who is eligible to enroll? All current employees are eligible immediately How much can you contribute? You contribute a minimum of $25 per month to the 457 Plan State contributes $25 per month to the 401(a) Plan What is “Catch-Up”? 2 Age 50 and Over Catch-Up You may contribute an additional $5,500 in 2011 Regular 457 Plan Catch-Up You may be able to contribute up to $33,000 per year for the last three years prior to eligible retirement age, based on contributions not made in previous years 2 Age 50+ Catch-Up and Regular 457 Catch-Up cannot be used simultaneously. Getting Started

Monitor your progress with: Website 3 KeyTalk ®3 (877) You can: Check your account balance Transfer among investment options 3 Change how your payroll contributions are invested And much more! 3 Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons. Transfer requests made via the website or KeyTalk received on business days prior to close of the New York Stock Exchange (3:00 p.m. Central Time or earlier on some holidays or other special circumstances) will be initiated at the close of business the same day the request was received. The actual effective date of your transaction may vary depending on the investment option selected. Managing Your Account

Transfers and Rollovers You can transfer approved balances from a former employer’s plan 4 : 457 plan 403(b) plan 401(k) plan 401(a) plan Or an Individual Retirement Account (IRA) If you leave employment with the State of Oklahoma, you can transfer your account to your new employer’s (if allowed) plan: 457 plan 403(b) plan 401(k) plan 401(a) plan Or an IRA 4 Keep in mind that if you transfer your 457 dollars to a 403(b), 401(k), 401(a) or IRA, you will no longer be able to take a withdrawal before age 59 ½ if you leave employment without possibly incurring the 10% federal tax penalty.

You can withdraw when you: Retire Terminate employment 5 Suffer an unforeseeable emergency 5 Reach age 70½ Die (your beneficiary(ies) receive your account) Distribution options Lump sum Periodic payments Transfer to another plan if allowed by the employer or to an IRA 5 As defined by the Internal Revenue Code and/or your Plan’s provisions. Withdrawals from 457(b) Plan

Great-West Retirement Services ® fee = $0 457 Plan fee = $2 deducted each quarter 401(a) Plan fee = $1 deducted each quarter Various investment operating expenses 6 6 The investment options have annual operating expenses, which differ depending on the options you choose. Fees

Contributions are deducted before income taxes are calculated, so you pay less in current income taxes Contributions and any earnings are taxed as ordinary income when withdrawn, usually at retirement Income Taxes Withdrawals are subject to ordinary income tax. A 10% early withdrawal penalty may apply to withdrawals made prior to age 59½. The 10% early withdrawal penalty does not apply to 457 plan withdrawals.

Prepare for Retirement … Wisely Learn the value of SoonerSave Easy enrollment and saving $25 from the State of Oklahoma Tax-deferred saving Investment choice Convenient account management Savings and investment education Representatives of GWFS Equities, Inc. are not registered investment advisers, and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax adviser as needed.

Start Saving Now for Your future Save enough to afford your future You may need to replace about 70% of your annual pre-retirement income* We’re living longer and healthier lives than ever before Social Security and pensions often won’t be enough Don’t forget about inflation * Source: 3 Access to the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons. 3 3

Still not convinced? Start now, don’t wait. $15,000 $20,485 $15,000 each $37,270 $20,485 $15,000 $91,465 $86,624 $37,500 Age 35Age 45Age 60 Sarah’s contributions David’s contributions Sarah’s account value David’s account value FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any investment options. It assumes a 6% annual rate of return and reinvestment of earnings, with no withdrawals. Rates of return may vary. Distributions from a tax-deferred retirement plan are taxable as ordinary income. The illustration does not reflect any charges, expenses or fees that may be associated with your Plan. The tax-deferred accumulation shown would be reduced if these fees had been deducted. Start Saving Now for Your Future

FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration assumes $2,000 in monthly wages, 15% federal income tax withholding, and 4% state and local income tax withholding. It does not account for Social Security or Medicare tax. By saving before tax in SoonerSave, Sarah has $19 more to spend (or save!) each month—that’s $228 a year! Sarah’s Paycheck Comparison Saving Before TaxAfter Tax The Power of Tax-Deferred Saving Gross Pay $2,000 Minus Contributions to SoonerSave (Before Tax) - $100-$0 Taxable Pay $1,900$2,000 Minus Estimated Tax Withholding from Pay - $361- $380 Minus Contributions to Other Savings Plan (After Tax - $0- $100 Spendable Pay $1,539$1,520 Before-Tax Advantage$19 None

Saving a Little More Can Mean a Lot FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any investment options. It assumes a 6% annual growth rate and reinvestment of earnings, with no withdrawals. Rates of return may vary. The illustration does not reflect any charges, expenses or fees that may be associated with your Plan. The tax-deferred accumulations shown would be reduced if these fees had been deducted.

Plan now for Your Future The key to meaningful planning is knowing how all of your benefit plans work together OPERS Defined Benefit Plan — Not your only source of retirement income SoonerSave — A supplement to your retirement savings to help maintain your standard of living

Plan now for Your Future An example – Sam, State of Oklahoma employee: Is age 60 and is retiring now Earned an average of $30,327 in the last three years Has accrued 21 years of service credit Average Compensation $30,327 x Service Creditx 21 Yearsx 2% Sam’s Yearly Pension Benefits $12,737 FOR ILLUSTRATIVE PURPOSES ONLY. Assumes average of $30,327 annual salary in the last three years and 21 years of state service credit. Source: OPERS, 2011

Sam, before he is eligible for Social Security at age 65 and 8 months: Has previous monthly income of $2,527 ($30,327÷12) Will receive an estimated monthly pension of $1,061 ($12,737÷12) Previous monthly income$2,527 - Pension benefit- $1,061 Estimated Shortfall Each Month$1,466 Plan now for Your Future FOR ILLUSTRATIVE PURPOSES ONLY. Assumes average of $30,327 annual salary in the last three years and 21 years of State service credit. Shortfall does not include the effects of inflation. Source: OPERS, 2011

Sam may need as much as $99,688 ($1,466 x 68 months) to maintain his standard of living from now until he starts receiving Social Security benefits at age 65 and 8 months. Previous monthly income$2,527 - Pension benefit- $1,061 Sam’s Estimated Shortfall Each$1,466 Month Before Receiving Social Security FOR ILLUSTRATIVE PURPOSES ONLY. Assumes average of $30,327 annual salary in the last three years and 21 years of State service credit. Shortfall does not include the effects of inflation. Source: OPERS, 2011 Plan now for Your Future

Sam, after he is eligible for Social Security at age 65 and 8 months: Has previous monthly income of $2,527 ($30,327÷12) Will receive an estimated monthly pension of $1,061 ($12,737÷12) Will receive an estimated monthly Social Security benefit of $1,069 Previous monthly income $2,527 - Pension benefit- $1,061 - Social Security benefit- $1,069 Sam’s Shortfall Each Month $397 Plan now for Your Future FOR ILLUSTRATIVE PURPOSES ONLY. Assumes average of $30,327 annual salary in the last three years and 21 years of State service credit. Shortfall does not include the effects of inflation. Source: OPERS, 2011

Sam may need an additional $95,280 ($397 x 12 x 20 years) to maintain his standard of living after age 65 and 8 months over his expected lifetime of approximately 20 more years. So, Sam may need to replace a total of $194,968 to maintain his standard of living throughout his retirement. Source: OPERS, 2011 Plan now for Your Future

Where SoonerSave comes in — Sam could have saved enough through SoonerSave to prevent his income shortfall If Sam startedHe would haveSam’s State saving atneeded to savecontributioncontribution Age 25$98 per month=$73+$25 Age 30$137 per month=$112+$25 Age 35$194 per month=$169+$25 Age 40$281 per month=$256+$25 Age 45$422 per month=$397+$25 Age 50$671 per month=$646+$25 FOR ILLUSTRATIVE PURPOSES ONLY. Assumes 6% annual rate of return, compounded annually, with no withdrawals or fees taken into account. If such fees were deducted, tax-deferred accumulations would be reduced. Not intended to represent performance of any particular investment. Rates of return may vary. Source: Great-West Retirement Services, 2011 Plan now for Your Future

Asset Allocation and Investments Your retirement dreams are yours alone When you save for retirement, do it your way Think of: Your goals When you want to achieve them What you need to do to get there How much risk you’re willing to take

A quick overview: Risk is the possibility for gain or loss on your investment Return is the actual gain or loss on your investment, usually expressed as an annual percentage rate Asset Allocation and Investments

Visit the website at 8 to take a risk tolerance quiz and get asset allocation suggestions for your SoonerSave accounts. Diversify 7 with asset allocation Invest for your risk tolerance and savings goals Know your time frame 7 Diversification of an investment portfolio does not ensure a profit and does not protect against loss in declining markets. 8 Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons. Asset Allocation and Investments

Choose the right investment mix Cash Equivalents “Bank or Stable Value” Bonds “Fixed Income” Stocks “Equity” Asset Allocation and Investments Certificates of deposit are insured by the FDIC for up to $250,000 per depositor and offer a fixed rate of return, whereas both the principal and yield of bonds and stocks will fluctuate with market conditions.

Investments for Your Journey Your SoonerSave Investment Options

Target Date Vanguard Target Retirement 2010 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2050 Fund The date in the Target Retirement Fund represents an approximate date when an investor expects to retire. The principal value of the funds is not guaranteed at any time, including the target date.

Cash Equivalents SoonerSave Stable Value Fund Your SoonerSave Investment Options

Bond 9 T. Rowe Price Spectrum Income Fund T. Rowe Price High Yield Fund 10 9 A bond fund’s yield, share price and total return change daily and are based on changes in interest rates, market conditions, economic and political news, and the quality and maturity of its investments. In general, bond prices fall when interest rates rise and vice versa. 10 Although they have higher return potential, high yield bonds are also subject to greater risk, including the risk of default, compared to higher-rated securities. Your SoonerSave Investment Options

Balanced T. Rowe Price Balanced Fund Your SoonerSave Investment Options

Large-Cap American Century Income & Growth Fund BlackRock S&P 500 ® Stock Fund T. Rowe Price Blue Chip Growth Fund T. Rowe Price Total Equity Market Index Fund Your SoonerSave Investment Options S&P 500 ® Index is a registered trademark of Standard & Poor’s Financial Services LLC.

Mid-Cap 11 American Century Vista Advisor Fund Artisan Mid Cap Value Fund Columbia Acorn Fund 11 Equity securities of medium-sized companies may be more volatile than securities of larger, more established companies. Your SoonerSave Investment Options

Small-Cap 12 BlackRock Small Cap Growth Equity Fund Instl Perkins Small Cap Value Fund 12 Equity securities of small-sized companies may be more volatile than securities of larger, more established companies. Your SoonerSave Investment Options

International Stock 13 American Funds EuroPacific Growth Fund T. Rowe Price Emerging Markets Stock Fund 13 Foreign investments involve special risks, including currency fluctuations and political developments. Your SoonerSave Investment Options

For knowledgeable and experienced investors Available for an additional fee of $15, assessed to your account quarterly. Plus transaction fees Online service only 457 Plan account only Select from thousands of mutual funds in addition to your core investment options Securities for this service are offered by TD Ameritrade Self-Directed Brokerage Option Your SoonerSave Investment Options

Prospectus Offer Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information, please obtain the mutual fund prospectus and disclosure documents from the SoonerSave website ( or by calling KeyTalk ® at (877) For prospectuses related to investments in the Self- Directed Brokerage account, contact TD Ameritrade at (866) Read them carefully before investing. Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons.

Services Available*KeyTalk ® (Phone)Website Order or personalize your PIN 14 XX Check account balance, allocationsX X and transactions Check investment performanceX X Transfer among investment options*X X Use financial calculators and toolsX a customer service representativeX Talk with a customer service representativeX (8:00 a.m. to 9:00 p.m. Central Time) * Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons. Transfer requests made via the website or KeyTalk received on business days prior to close of the New York Stock Exchange (3:00 p.m. Central Time or earlier on some holidays or other special circumstances) will be initiated at the close of business the same day the request was received. The actual effective date of your transaction may vary depending on the investment option selected. 14 The account owner is responsible for keeping the assigned PIN confidential. Please contact Great-West Retirement Services immediately if you suspect any unauthorized use. (877) Manage your account Monitor your progress

Questions? Core securities (except those offered through the self-directed brokerage option), when offered, are offered through GWFS Equities, Inc., a wholly owned subsidiary of Great-West Life and Annuity Insurance Company. Brokerage services provided by TD Ameritrade, Division of TD Ameritrade Inc., member FINRA/SIPC. TD Ameritrade is a trademark jointly owned by TD Ameritrade IP Company, Inc. and The Toronto-Dominion Bank. ©2011 TD Ameritrade IP Company, Inc. All rights reserved. Used with permission. Additional information can be obtained by calling (866) TD Ameritrade and GWFS Equities, Inc. are separate and unaffiliated. Great-West Retirement Services ® refers to products and services offered through Great-West Life and Annuity Insurance Company and its subsidiaries and affiliates. Representatives of GWFS Equities, Inc. are not registered investment advisers and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax adviser as needed. Great-West Retirement Services ® and KeyTalk ® are registered trademarks of Great-West Life and Annuity Insurance Company. ©2011 Great-West Life and Annuity Insurance Company. All rights reserved. Not intended for plan sponsors whose situs is in New York. Form# CB1000-EnrollPres (02/11) PT120813

Thank you! Representatives of GWFS Equities, Inc. are not registered investment advisers and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax adviser as needed.