1. Understanding Your Distribution Options with

2. Great-West Retirement Services ® Business unit of Great-West Life & Annuity Insurance Company Represents nearly 4.4 million participant accounts as of December 31, 2010 Provides administrative, education and communication services Helps you understand and evaluate your financial situation Provides information to help you make financial decisions 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.

3. Objectives Determine your retirement needs. Learn what options are available. Determine tax consequences of various options. Explore techniques to turn your investments into income.

4. Determine Your Financial Needs Shift from primarily saving and investing to ensuring that your money lasts. Many people live 18 years or more in retirement. 1 The number of people 65 and older will nearly double by 2034. 1 We’re leading more active lives than previous generations. Costs are rising. 1 Social Security Administration, May 2011.

5. Determine Expenses Mortgage or rent Transportation Food Utilities Taxes Income Property Insurance Health Auto Home Life Long-term care Medical Travel/entertainment

6. Medical Expenses They can vary widely, depending on health. Medicare generally starts at age 65. Medicare doesn’t currently cover all prescription drug costs. Determine your employer’s retirement health insurance benefits. Check out health insurance plans. Check out long-term care insurance.

7. Determine Income Sources You could need about 70% of your pre- retirement earnings to comfortably maintain your pre-retirement standard of living after you stop working full time. 2 SoonerSave Social Security benefits Pension plan (current and previous employers’ plans) Other savings (bank account, CDs 3, mutual funds) IRA Spouse’s retirement account 2 Source: https://www.socialsecurity.gov/planners/morecalculators.htm. 3 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.

8. Social Security Benefits Source: Social Security Administration, Feb. 2011. Reduction in Benefits Birth YearFull Benefit Retirement AgeTurns 62 in:If Retires at 62: 194265 years, 10 months200424.17% 1943-195466 years, 0 months2005-201625.00% 195566 years, 2 months201725.83% 195666 years, 4 months201826.67% 195766 years, 6 months201927.50% 195866 years, 8 months202028.33% 195966 years, 10 months202129.17% 1960 and Later67 years, 0 months2022 and Later30.00% Contact the Social Security Administration at (800) 772-1213 or www.socialsecurity.gov.

9. Pay Replaced by Social Security Benefits The numbers above are for a 55-year-old today planning to retire at full retirement age (66) and assume no future increases in prices or earnings. Average Annual PayApproximate Annual Benefit Percentage of Annual Pay Replaced by Social Security $20,000$10,22451% $40,000$15,36038% $60,000$20,49634% $80,000$23,72430% Source: Social Security Administration, June 2011

10. Closing the Gap You can: Delay retirement. Put more into your retirement account. Retire, but continue working. Trade larger home for smaller one. Refinance.

11. Age 50+ Catch-Up Contribution Already made maximum annual contribution ($16,500 for 2011) Can contribute up to additional $5,500 in 2011 if age 50 or older during calendar year

12. Standard Catch-Up Contribution Within three years of normal retirement age Didn’t contribute maximum amount in prior years of eligibility Can contribute up to double the normal limit in each of last three years before normal retirement age, if eligible

13. Income from SoonerSave Leave your money in SoonerSave. Take a distribution. 4 Roll over or transfer into new employer’s plan or to an IRA. 4 Withdrawals are subject to ordinary income tax. Amounts withdrawn prior to age 59½ may be subject to a 10% penalty tax. The 10% early withdrawal penalty does not generally apply to 457 plan withdrawals.

14. Impact of Tax Deferral FOR ILLUSTRATIVE PURPOSES ONLY. This illustration is hypothetical and does not represent the performance of any investment options. The illustration does not reflect any charges, expenses or fees that may be associated with your Plan. The tax-deferred accumulation shown above would be reduced if these fees had been deducted. Rates of return may vary. This hypothetical illustration is assuming a $50,000 starting balance and a 5% and 8% annual rate of return, respectively, compounded monthly, with no withdrawals. Annual Growth: Potential Growth Rates Compounded Annually Age5%8% 55$50,000 65$82,350$110,982 70$105,685$165,346

15. Lump-Sum Distribution Potential Impact of Taxes and Penalties Account balance$50,000 Mandatory 20% federal income tax withholding-$10,000 Potential 5% additional tax owed-$2,500 What's left?$37,500 FOR ILLUSTRATIVE PURPOSES ONLY. Assumes $50,000 account balance, age below 59½ and a 25% federal income tax bracket.

16. Tax Deferred vs. Currently Taxable FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any investment options. It assumes an 8% annual rate of return, a 25% combined federal and state income tax bracket, and reinvestment of earnings, with no withdrawals. Rates of return may vary. Assumes that the taxable account does not hold any investment for more than 12 months. Taxable investments held longer than 12 months may qualify for lower capital gains and/or qualified dividend tax rates, which may make the return on the taxable investments more favorable, thereby reducing the difference in performance between the accounts shown. The illustration does not reflect any charges, expenses or fees that may be associated with your Plan. The tax-deferred accumulation shown above would be reduced if these fees had been deducted. Potential Impact of Taxes and Penalties Starting amount$50,000 Tax-deferred vehicle$110,982 Lump-sum distribution$37,500 Currently taxable vehicle$68,596

17. Lump-Sum Distribution Mandatory 20% deducted for federal income tax May owe more, depending on tax bracket Potential 401(a) 10% early withdrawal penalty Investments and any earnings are no longer tax-deferred Money is available (less taxes and any applicable penalties)

18. Other Options Partial lump-sum distribution Periodic payments Combination

19. Partial Lump-Sum Distribution Take portion of balance as distribution Single check Fully taxable that year

20. Periodic Payments Equal amounts Select dollar amount Select how often Payments continue until money is gone Number of payments varies Specified period Select how often Payment amount varies (depending upon length of time, periodic basis and rate of return) Taxable payments

21. Periodic Payments Regular “retirement paycheck” Any earnings continue to be tax-deferred Continue to transfer money among options Retain access to services provided by Great-West Retirement Services 5 May change election 5 Representatives of GWFS Equities, Inc. are not registered investment advisers and cannot offer financial, legal or tax advice. Please consult your financial planner, attorney and/or tax adviser as needed.

22. Roll Over or Transfer To new employer’s eligible plan (if allowed) To IRA

23. Direct Rollover Check made out to institution or company, not you If check made out to you, mandatory 20% federal income tax withholding applies Potential 401(a) 10% early withdrawal penalty Evaluate investment choices and fees Contact me

24. Direct Rollover Money continues to be tax-deferred Avoid mandatory 20% federal income tax withholding and potential 10% penalty for early withdrawal May incur higher fees and/or have limited investment selection

25. Leave Money in Plan Can leave it until age 70½ or retirement, whichever comes later Wide array of investment options Transfer among options Website, education Same payout options Establish withdrawal strategy and adjust it to your needs

26. Investing During Retirement 6 Some suggestions Think conservatively, but still consider investing in stocks. Search for investments that provide income and keep ahead of inflation. Maintain sufficient cash equivalents to support two to three years of living expenses. Begin with annual withdrawals of 3% to 4%. Tap into taxable accounts first to let tax- deferred accounts keep growing. 6 This is not intended as financial advice. 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.

27. Required Minimum Distribution Must be taken by April 1 of the year after the year you turn 70½ After that, at least once a year—on or before December 31 Excise tax—50% of difference between what was taken and what should have been taken We can calculate for you and send your payment

28. Decision Timeline Start at least three months before retirement to: Get necessary forms. Explore options. Complete and return forms. We cannot release funds until your employer confirms severance.

29. Tools You Can Use Plan website 7 www.soonersave.com KeyTalk ®7 (877) 538-3457 7 Access to KeyTalk and the website site may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons.

30. Distribution Forms For distribution forms, please contact the Oklahoma Public Employees Retirement System (OPERS) at: (405) 858-6737, or (800) 733-9008

31. Questions? Thank You! Core securities when offered, are offered through GWFS Equities, Inc., a wholly owned subsidiary of Great-West Life & Annuity Insurance Company. 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 ® refers to products and services provided by Great-West Life & Annuity Insurance Company and its subsidiaries and affiliates. Great-West Retirement Services ® and KeyTalk ® are registered trademarks of Great-West Life & Annuity Insurance Company. ©2011 Great-West Life & Annuity Insurance Company. All rights reserved. Not intended for Plans whose situs is in New York. Form# CB1000_DOP PT129998 (07/2011)