POWER OF ATTORNEY

                                       RE

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


Know all men by these presents, that I, David A. Nield, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
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, individually and without the concurrence of the other attorney and
agent, sign my name, in my capacity as a Member of the Board of Directors of
Great-West Life & Annuity Insurance Company, on Form 10-K Annual Reports of
Great-West Life & Annuity Insurance Company to be filed with the Securities and
Exchange Commission from time to time, and to any and all amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of March, 2004.

                                           /s/D.A. Nield

                                           Member, Board of Directors of
                                           Great-West Life & Annuity Insurance
                                           Company

Witness:

/s/Clare Nield
Signature

Clare Nield
Name (Printed)