<PAGE> 1
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ELI BROAD Chief Executive Officer, &
--------------------- Chairman of Board
Eli Broad (Principal Executive Officer)
/s/ MARC H. GAMSIN Senior Vice President &
--------------------- Director
Marc H. Gamsin
/s/ N. SCOTT GILLIS Senior Vice President & Director
--------------------- (Principal Financial Officer)
N. Scott Gillis
/s/ JAMES R. BELARDI Senior Vice President & Director
---------------------
James R. Belardi
/s/ JANA W. GREER Senior Vice President & Director
---------------------
Jana W. Greer
/s/ CHRISTINE A. NIXON Vice President, Secretary & December 18, 2000
---------------------- Director
Christine A. Nixon
/s/ LAWRENCE M. GOLDMAN Vice President & Director
-----------------------
Lawrence M. Goldman
/s/ THOMAS W. BAXTER Director
----------------------
Thomas W. Baxter
/s/ MAURICE S. HEBERT Vice President & Controller
--------------------- (Principal Accounting Officer)
Maurice S. Hebert
/s/ JAY S. WINTROB President & Director December 18, 2000
---------------------
Jay S. Wintrob
</TABLE>
Date: December 18, 2000
