Exhibit (24)

                               POWER-OF-ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person(s) whose signature appears
below hereby constitutes and appoints CHRISTINE A. NIXON AND MALLARY L. REZNIK
or each of them, as his true and lawful attorneys-in fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, as fully to all intents as he might or could do in person,
including specifically, but without limiting the generality of the foregoing,
to (I) take any action to comply with any rules, regulations or requirements
of the Securities and Exchange Commission under the federal securities laws;
(ii) make application for and secure any exemptions from the federal
securities laws; (iii) register additional annuity contracts under the
federal securities laws, if registration is deemed necessary.  The
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents or any of them, or their substitutes, shall do or cause to be done by
virtue thereof.

       As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacity and on the
dates indicated.



   SIGNATURE                   TITLE                            DATE
   ---------                   -----                            ----
                                                     
/s/ ELI BROAD           President, Chief Executive                  June 21, 2000
-------------------        Officer, & Chairman of
Eli Broad                         Board
                        (Principal Executive Officer)

/s/ N. SCOTT GILLIS    Director & Senior Vice President             June 21, 2000
-------------------
N. Scott Gillis

/s/ JAMES R. BELARDI   Director & Senior Vice President             June 21, 2000
-------------------
James R. Belardi

/s/ JANA W. GREER      Director & Senior Vice President             June 21, 2000
-------------------
Jana W. Greer

/s/ JAY S. WINTROB      Director & Executive Vice                   June 21, 2000
-------------------     President
Jay S. Wintrob

/s/ MAURICE HERBERT
-------------------     Controller & Vice President                 June 21, 2000
Maurice Herbert        (Principal Accounting Officer)

/s/ MARC H. GAMSIN     Director & Senior Vice President             June 21, 2000
-------------------
Marc H. Gamsin