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                                                                      EXHIBIT 24


                               POWER OF ATTORNEY

KNOW ALL PERSONS 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 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.




         SIGNATURE                  TITLE                              DATE
         ---------                  -----                              ----
                                                                 
/S/ JAY S. WINTROB                  Chief Executive Officer,           April 13, 2001
--------------------------          President and Director
Jay S. Wintrob                      (Principal Executive Officer)



/s/ MARC H. GAMSIN                  Senior Vice President              April 13, 2001
--------------------------          & Director
Marc H. Gamsin


/s/ N. SCOTT GILLIS                 Senior Vice President              April 13, 2001
--------------------------          & Director
N. Scott Gillis


/s/ JAMES R. BELARDI                Senior Vice President              April 13, 2001
--------------------------          & Director
James R. Belardi


/s/ JANA W. GREER                   Senior Vice President              April 13, 2001
--------------------------          & Director
Jana W. Greer


/s/ MAURICE S. HEBERT                Vice President &                  April 13, 2001
--------------------------           Controller
Maurice S. Hebert                    (Principal Accounting Officer)