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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints James L. Leaner, P.C. of the law firm of Kirkland &
Ellis, signing singly, the undersigned's true and lawful attorney-in-fact to:
(i) execute for and on behalf of the undersigned, in the undersigned's capacity
as a deemed beneficial owner (as defined under Rule 13d-3 under the Securities
Exchange Act of 1934) of greater than 10% of outstanding Common Stock of
Southwestern Life Holdings, Inc., a Delaware corporation (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder; (ii) execute for and on behalf of the
undersigned, in the undersigned's capacity as a deemed beneficial owner of
greater than 5% of outstanding Common Stock of the Company, a Schedules 13D and
13G and any amendments thereto in accordance with Regulation 13D-G of the
Securities Exchange Act of 1934 and the rules thereunder, (iii) do and perform
any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or
13G, or any amendment thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority,
including the Nasdaq National Market; and (iv) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D
and G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
* * * * * * * * * *
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 22/ND/ day of June, 2000.
BROWN'S DOCK, L.L.C.
By: /s/ James C. Comis
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Print Name: James C. Comis III
Its: Managing Director
INVERNESS/PHOENIX PARTNERS LP
By: Inverness/Phoenix Capital LLC,
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: WMD LLC
Its General Partner
By: /s/ W. McComb Dunwoody
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Print Name: W. McComb Dunwoody
Its: Managing Member
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EXECUTIVE CAPITAL PARTNERS I LP
By: Inverness/Phoenix Capital LLC,
Its: General Partner
By: Inverness Management Fund I LLC
Its: Managing Member
By: WMD LLC
Its General Partner
By: /s/ W. McComb Dunwoody
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Print Name: W. McComb Dunwoody
Its: Managing Member
INVERNESS/PHOENIX CAPITAL LLC
By: Inverness Management Fund I LLC
Its: Managing Member
By: WMD LLC
Its General Partner
By: /s/ W. McComb Dunwoody
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Print Name: W. McComb Dunwoody
Its: Managing Member
DCPM HOLDINGS, INC.
By: /s/ Paul Chute
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Print Name: Paul Chute
Its: Vice-President
PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
By: /s/ Christopher Wilkos
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Print Name: Christopher Wilkos
Its: Vice-President
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PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/ Michael E. Haylon
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Print Name: Michael E. Haylon
Its: Executive Vice-President
INVERNESS MANAGEMENT FUND I LLC
By: WMD LLC, its General Partner
By: /s/ W. McComb Dunwoody
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Print Name: W. McComb Dunwoody
Its: Managing Member
WMD LLC
By: /s/ W. McComb Dunwoody
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Print Name: W. McComb Dunwoody
Its: Managing Member
J.C. COMIS LLC
By: /s/ James C. Comis
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Print Name: James C. Comis III
Its: Managing Member
/s/ W. McComb Dunwoody
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W. McComb Dunwoody
/s/ James C. Comis
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James C. Comis III
