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                                                                    EXHIBIT (24)


                               POWER-OF-ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person 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 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             Chief Executive Officer, &
---------------------     Chairman of Board
Eli Broad                 (Principal Executive Officer)


/s/ N. SCOTT GILLIS       Senior Vice President &
---------------------            Director
N. Scott Gillis           (Principal Financial Officer)


/s/ JAMES R. BELARDI      Senior Vice President &          December 18, 2000
---------------------     Director
James R. Belardi


/s/ JANA W. GREER         Senior Vice President &
---------------------     Director
Jana W. Greer


/s/ MAURICE S. HEBERT     Vice President & Controller
---------------------    (Principal Accounting Officer)
Maurice S. Hebert


/s/ JAY S. WINTROB        President & Director
---------------------
Jay S. Wintrob


/s/ MARC H. GAMSIN        Director
----------------------
Marc H. Gamsin



        Date:  December 18, 2000