KNOW ALL MEN BY THESE PRESENTS, that I, J. Balog, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ J. Balog
		J. Balog
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Shawna Korth
Name: Shawna Korth

KNOW ALL MEN BY THESE PRESENTS, that I, J. Bernbach, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ J. Bernbach
		J. Bernbach
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Deborah A. Brown
Name: Deborah A. Brown

KNOW ALL MEN BY THESE PRESENTS, that I, A. Desmarais, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ A. Desmarais
		A. Desmarais
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Guy Fortin
Name: Guy Fortin

KNOW ALL MEN BY THESE PRESENTS, that I, R.L. McFeetors, chairman of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ R. L. McFeetors
		R.L. McFeetors
		Chairman of the Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Darlene Boutet
Name: Darlene Boutet

KNOW ALL MEN BY THESE PRESENTS, that I, J.E.A. Nickerson, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ J.E.A. Nickerson
		J.E.A. Nickerson
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Mark Macneill
Name: Mark Macneill

KNOW ALL MEN BY THESE PRESENTS, that I, R.J. Orr, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ R.J. Orr
		R.J. Orr
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Shawna Korth
Name: Shawna Korth

KNOW ALL MEN BY THESE PRESENTS, that I, M. Plessis-Bélair, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ M. Plessis-Bélair
		M. Plessis-Bélair
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Danielle Durocher
Name: Danielle Durocher

KNOW ALL MEN BY THESE PRESENTS, that I, H. Rousseau, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ H. Rousseau
		H. Rousseau
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Maria Iacampo
Name: Maria Iacampo

KNOW ALL MEN BY THESE PRESENTS, that I, R. Royer, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ R. Royer
		R. Royer
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Danielle Durocher
Name: Danielle Durocher

KNOW ALL MEN BY THESE PRESENTS, that I, P.K. Ryan, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ P.K. Ryan
		P.K. Ryan
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Maria Cristina Cocca
Name: Maria Cristina Cocca

KNOW ALL MEN BY THESE PRESENTS, that I, T.T. Ryan, Jr., member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ T.T. Ryan, Jr.
		T.T. Ryan, Jr.
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Meg Jennings
Name: Meg Jennings

KNOW ALL MEN BY THESE PRESENTS, that I, B.E. Walsh, member of the Board of Directors of Great-West Life & Annuity Insurance Company, a Colorado corporation, do hereby constitute and appoint R.G. Schultz and G.R. Derback, and each of them, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities to execute registration statements of Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company on Form N-4 (for the Trillium variable annuity contract) or any successor form of registration statement of the Securities and Exchange Commission, filed under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

		/s/ B.E. Walsh
		B.E. Walsh
		Member, Board of Directors
		Great-West Life & Annuity Insurance Company


Witness:


/s/ Diana Mathewson
Name: Diana Mathewson