VENERABLE INSURANCE & ANNUITY Co Watch

from POS AM 30 pages Exhibit 16(4)(a): Flexible Premiuim Deferred Combnation Variable and Fixed Annuity Contract

from POS AM ~50 pages Exhibit 16(4)(a): Form of Group Flexible Premium Deferred Combination Variable and Fixed Annuity Master Contract

from POS AM 19 pages Exhibit 16(4)(a): Deferred Combination Variable and Fixed Annuity Contract

from POS AM 16 pages Exhibit 16(4)(a): Single Premium Deferred Modified Guaranteed Annuity Contract

from POS AM 22 pages Exhibit 16(4)(a): Single Premium Deferred Modified Guaranteed Annuity Contract

from POS AM 23 pages Exhibit 16(4)(a): Deferred Combination Variable and Fixed Annuity Contract,

from 10-Q 8 pages Amended and Restated Bylaws of VOYA INSURANCE and Annuity Company

from 10-Q 3 pages Amendment to Articles of Incorporation Providing for the Name Change of Ing USA Annuity and Life Insurance Company

from POS AM ~10 pages Amended and Restated By-Laws of Ing USA Annuity and Life Insurance Company

from POS AM 1 page Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers of Ing USA Annuity and Life Insurance Company

from POS AM 1 page Golden American Life Insurance Company /S/ Keith Gubbay Keith Gubbay, President

from S-1 ~10 pages By Laws of Galic

from S-1 ~5 pages Certificate of Amend. of the Restated Articles of Inc.

from S-1 1 page Resolved, the Board of Directors of Golden American Life Insurance Company ("Golden American") Hereby Authorizes the Use of Powers of Attorney by Each Golden American Director and Officer Granting to the General Counsel or Any Associate General Counsel the Authority to Sign as Attorney-In-Fact Any and All of Golden American's Registration Statements to Be Filed With the Security and Exchange Commission and Amendments Thereto and Any Other Documents Necessary or Advisable in Connection With Golden American's Registration Statements or Amendments Thereto, Each Such Power of Attorney Becoming Effective Only Upon Its Manual Signature by the Director and/or Officer Granting Said Power of Attorney

from S-1 1 page Resolved, the Board of Directors of Golden American Life Insurance Company ("Golden American") Hereby Authorizes the Use of Powers of Attorney by Each Golden American Director and Officer Granting to the General Counsel or Any Associate General Counsel the Authority to Sign as Attorney-In-Fact Any and All of Golden American's Registration Statements to Be Filed With the Security and Exchange Commission and Amendments Thereto and Any Other Documents Necessary or Advisable in Connection With Golden American's Registration Statements or Amendments Thereto, Each Such Power of Attorney Becoming Effective Only Upon Its Manual Signature by the Director and/or Officer Granting Said Power of Attorney

from S-1 ~10 pages Articles of Incorporation or Bylaws

from S-1 ~5 pages Certificate of Amendment of the Restated Articles of Inc.

from S-1 ~10 pages By Laws of Galic

from S-1 ~5 pages Cert. of Amend. of the Restated Articles of Inc.

from S-1 1 page Resolved, the Board of Directors of Golden American Life Insurance Company ("Golden American") Hereby Authorizes the Use of Powers of Attorney by Each Golden American Director and Officer Granting to the General Counsel or Any Associate General Counsel the Authority to Sign as Attorney-In-Fact Any and All of Golden American's Registration Statements to Be Filed With the Security and Exchange Commission and Amendments Thereto and Any Other Documents Necessary or Advisable in Connection With Golden American's Registration Statements or Amendments Thereto, Each Such Power of Attorney Becoming Effective Only Upon Its Manual Signature by the Director and/or Officer Granting Said Power of Attorney