-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYz8nsvd5iXQqxAMaQU1h7Eooxdfk1kBUszBGrLPpk3DQnnoesIOuYhqyFqqW0wf GHks4lRr4V1YEcF6o7ZhsQ== 0000895360-03-000001.txt : 20031103 0000895360-03-000001.hdr.sgml : 20031103 20031103114350 ACCESSION NUMBER: 0000895360-03-000001 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031103 EFFECTIVENESS DATE: 20031103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 2 CENTRAL INDEX KEY: 0000895360 IRS NUMBER: 382816473 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-55890 FILM NUMBER: 03971946 BUSINESS ADDRESS: STREET 1: 330 UNIVERSITY AVENUE STREET 2: TORONTO ONTARIO M5G 1R8 BUSINESS PHONE: 4165971456 MAIL ADDRESS: STREET 1: 6201 POWERS FERRY ROAD, NW CITY: ATLANTA STATE: GA ZIP: 30339 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 2 CENTRAL INDEX KEY: 0000895360 IRS NUMBER: 382816473 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07350 FILM NUMBER: 03971947 BUSINESS ADDRESS: STREET 1: 330 UNIVERSITY AVENUE STREET 2: TORONTO ONTARIO M5G 1R8 BUSINESS PHONE: 4165971456 MAIL ADDRESS: STREET 1: 6201 POWERS FERRY ROAD, NW CITY: ATLANTA STATE: GA ZIP: 30339 485BPOS 1 vaa_2485b.txt As filed with the Securities and Exchange Commission on November 3, 2003 Registration Nos. 33-55890 and 811-7350 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM N-4 REGISTRATION STATEMENT UNDER |_| THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. |_| POST-EFFECTIVE AMENDMENT NO. 16 |X| and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 20 |X| (Check appropriate box or boxes) CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 2 (Exact Name of Registrant) CANADA LIFE INSURANCE COMPANY OF AMERICA (Name of Depositor) 8515 East Orchard Road Greenwood Village, Colorado 80111 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number: (770) 953-1959 William T. McCallum President and Chief Executive Officer Canada Life Insurance Company of America 8515 East Orchard Road Greenwood Village, Colorado 80111 (Name and Address of Agent for Service) Copy to: James F. Jorden, Esq. Jorden Burt LLP 1025 Thomas Jefferson St. N.W. Suite 400 East Washington, D. C. 2007-5208 It is proposed that this filing will become effective: |X| immediately upon filing pursuant to paragraph (b) of Rule 485 |_| on (date)___________ pursuant to paragraph (b) of Rule 485 |_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |_| on (date)____________pursuant to paragraph (a)(1) of Rule 485 If appropriate check the following box: |_| this Post-Effective Amendment designates a new effective date for a new effective date for a previously filed Post-Effective Amendment Title of Securities Being Registered: Flexible Premium Variable Deferred Annuity Policies Canada Life of America Variable Annuity Account 2, the Registrant, no longer offers to the public the flexible premium variable deferred annuity policies described in Registration Statement, SEC File No. 33-55890. Based on the precedent, circumstances and conditions set forth in a no-action letter issued to Great-West Life & Annuity Insurance Company (pub. avail. Oct. 23, 1990), post-effective amendments to this Registration Statement are not filed, and updated prospectuses are not distributed to existing owners of the policies. This post-effective amendment to Form N-4 is being filed solely to reflect a change in location of the accounts and records of the Registrant. The content of Post-Effective Amendment No. 15 to this Registration Statement filed on April 30, 2002 (File Nos. 33-55890 and 811-7350) is incorporated herein by reference, except as otherwise indicated. Item 24. Exhibits Powers of Attorney for James Balog, J.W. Burns, Orest T. Dackow, Andre Desmarais, Paul Desmarais, Jr., Robert Gratton, K.P. Kavanagh, William Mackness, Jerry E.A. Nickerson, Michel Plessis-Belair, Brian E. Walsh, and Stephen H. Zimmerman are filed herewith. Item 30. Location of Accounts and Records All accounts and records required to be maintained by Section 31(a) of the 1940 Act and the rules under it are maintained by the registrant through Great-West Life & Annuity Insurance Company, 8515 East Orchard Road, Greenwood Village, Colorado 80111. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Post-Effective Amendment No. 16 to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Greenwood Village, State of Colorado, on this 3rd day of November, 2003. CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 2 By: /s/ William T. McCallum William T. McCallum, President and Chief Executive Officer of Canada Life Insurance Company of America CANADA LIFE INSURANCE COMPANY OF AMERICA By: /s/ William T. McCallum William T. McCallum, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 16 to the Registration Statement has been signed by the following persons in the capacities indicated on the date(s) set forth below. Signature and Title Date /s/ Robert Gratton* November 3, 2003 Director and Chairman of the Board, Robert Gratton /s/ William T. McCallum November 3, 2003 Director, President and Chief Executive Officer, William T. McCallum /s/ Mitchell T.G. Graye November 3, 2003 Executive Vice President and Chief Financial Officer, Mitchell T.G. Graye /s/ James Balog* November 3, 2003 Director, James Balog /s/ James W. Burns* November 3, 2003 Director, James W. Burns Signature and Title Date /s/ Orest T. Dackow* November 3, 2003 Director, Orest T. Dackow /s/ Andre Desmarais* November 3, 2003 Director, Andre Desmarais /s/ Paul Desmarais, Jr.* November 3, 2003 Director, Paul Desmarais, Jr. /s/ Kevin P. Kavanagh* November 3, 2003 Director, Kevin P. Kavanagh /s/ William Mackness* November 3, 2003 Director, William Mackness /s/ Jerry E. A. Nickerson* November 3, 2003 Director, Jerry E. A. Nickerson /s/ Michel Plessis-Belair* November 3, 2003 Director, Michel Plessis-Belair /s/ Brian E. Walsh* November 3, 2003 Director, Brian E. Walsh /s/ Stephen H. Zimmerman* November 3, 2003 Director, Stephen H. Zimmerman *By: /s/ D. C. Lennox November 3, 2003 D. C. Lennox Attorney-in-Fact pursuant to Powers of Attorney filed herewith. POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, James Balog, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September, 2003. /s/ James Balog Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Alvina B. Balog Name: Alvina B. Balog (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, James W. Burns, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September, 2003. /s/ J.W. Burns Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Lynne Saurette Name: Lynne Saurette (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Orest T. Dackow, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September, 2003. /s/ Orest T. Dackow Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Joan Preyer Name: Joan Preyer (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Andre Desmarais, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September, 2003. /s/ Andre Desmarais Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Emilia Bruno Name: Emilia Bruno (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Paul Desmarais, Jr., a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of September, 2003. /s/ Paul Desmarais, Jr. Member, Board of Directors Canada Life Insurance Company of America Witness: Name: (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Robert Gratton, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of September, 2003. /s/ Robert Gratton Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Nicole Barolet Name: Nicole Barolet (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Kevin P. Kavanagh, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of September, 2003. /s/ K.P. Kavanagh Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Vivian Albo Name: Vivian Albo (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, William Mackness, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 15 day of September, 2003. /s/ William Mackness Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Douglas Anthony Berberich Name: (Type or print name of witness) Douglas Anthony Berberich, Notary Public in and for the Province of Ontario, Canada. My commission is not limited in duration. POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Jerry E.A. Nickerson, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23 day of September, 2003. /s/ Jerry E.A. Nickerson Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Murdock R. Burton Name: Murdock R. Burton (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Michel Plessis-Belair, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of September, 2003. /s/ Michel Plessis-Belair Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Danielle Durocher Name: Danielle Durocher (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Brian E. Walsh, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 15 day of September, 2003. /s/ Brian E. Walsh Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Sherin Hanna Name: Sherin Hanna (Type or print name of witness) POWER OF ATTORNEY RE CANADA LIFE INSURANCE COMPANY OF AMERICA Know all men by these presents, that I, Stephen H. Zimmerman, a Member of the Board of Directors of Canada Life Insurance Company of America, a Michigan corporation, do hereby constitute and appoint each of D.C. Lennox and G.R. Derback as my true and lawful attorney and agent for me and in my name and on my behalf to do, individually and without the concurrence of the other attorney and agent, any and all acts and things and to execute any and all instruments which either said attorney and agent may deem necessary or desirable to enable Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, a separate and distinct account of Canada Life Insurance Company of America governed under the provisions of the Michigan Insurance Code, to comply with the Securities Act of 1933 and the Investment Company Act of 1940 and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under said Acts of variable life contracts, including specifically, but without limiting the generality of the foregoing, power and authority to sign my name, in my capacity as a Member of the Board of Directors of Canada Life Insurance Company of America, to the Registration Statement (Form N-4) of Canada Life Insurance Company of America and Canada Life of America Variable Annuity Account 2, and to any and all amendments thereto, and I hereby ratify and confirm all that either said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of September, 2003. /s/ Stephen H. Zimmerman Member, Board of Directors Canada Life Insurance Company of America Witness: /s/ Carol Michaelsen Name: Carol Michaelsen (Type or print name of witness) -----END PRIVACY-ENHANCED MESSAGE-----