Exhibit 24
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
LIMITED POWER OF ATTORNEY
NAMED REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FORM N-4, FORM N-6, FORM S-1 AND FORM S-3
The undersigned directors and officers of Genworth Life and Annuity Insurance
Company, a Virginia corporation (the "Company"), hereby nominate and appoint
Dennis R. Vigneau, Matthew P. Sharpe, Geoffrey S. Stiff, Paul A. Haley and
Heather C. Harker, with full power to each of them to act in his or her name
and in place of any and all capacities, to execute on behalf of the officers
and directors of Company the following Registration Statements on Form N-4 and
Form N-6 under the Securities Act of 1933 and the Investment Company Act of
1940, as well as Form S-1 and S-3 filed under the Securities Act of 1933 and to
file any amendments and correspondence as such individuals deem necessary with
the United States Securities and Exchange Commission:
1. variable annuity contracts filed on Form N-4 (SEC File Nos. 033-17428,
033-76336, 033-76334, 333-62695, 333-63531, 333-96513, 333-31172,
333-47732, 333-67904, 333-133425, 333-134457, 333-138258 and 333-140575);
2. variable life insurance policies filed on Form N-6 (SEC File Nos.
333-72572, 333-111213, 333-111440, 033-09651, 333-32071, 333-40820,
333-41031, 333-82311, and 333-111208)
3. guaranteed term option and market value adjustment annuity contracts
filed on Form S-1 (SEC File Nos. 333-67902, 333-69620, 333-69786); and
4. secured medium-term notes on Form S-3 (SEC File No. 333-128718).
The above-named officers shall also have authority to file with the Securities
and Exchange Commission all such pre-effective amendments, post-effective
amendments, supplements, applications for exemption and other filings,
submissions and communications relating to the above-named registration
statements and applicable separate accounts, as well as authority to do and to
perform each and every act necessary and/or appropriate as fully and with all
intents and purposes as the Company itself and the undersigned officers and
directors might or could do. The delegation of authority contained in this
Limited Power of Attorney shall supercede all previous powers given by the
directors and officers of the Company with respect to the above-named
registration statements for the purposes described herein and shall continue in
full force and effect until this Limited Power of Attorney is amended or
rescinded or superceded by further action of the officers and directors of the
Company.
IN WITNESS WHEREOF, the undersigned in their capacity as directors and as the
President, Chief Financial Officer and Controller of the Company have caused
this Limited Power of Attorney to be executed in their respective name for the
specified purpose described above as of March 19, 2007.
(SIGNATURES ON FOLLOWING PAGE)
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
By: /s/ Pamela S. Schutz
----------------------------
Pamela S. Schutz
Chairperson of the Board, President and
Chief Executive Officer
By: /s/ William C. Goings, II
----------------------------
William C. Goings, II
Director and Senior Vice President
By: /s/ Paul A. Haley
----------------------------
Paul A. Haley
Director and Senior Vice President and
Chief Actuary
By: /s/ Scott R. Lindquist
----------------------------
Scott R. Lindquist
Director and Vice President
By: /s/ Victor C. Moses
----------------------------
Victor C. Moses
Director and Vice President
By: /s/ Leon E. Roday
----------------------------
Leon E. Roday
Director and Senior Vice President
By: /s/ Geoffrey S. Stiff
----------------------------
Geoffrey S. Stiff
Director and Senior Vice President
By: /s/ Dennis R. Vigneau
----------------------------
Dennis R. Vigneau
Senior Vice President and
Chief Financial Officer
By: /s/ John A. Zelinske
----------------------------
John A. Zelinske
Vice President and Controller