EXHIBIT 1.(1)(b)


RESOLUTIONS FOR THE ESTABLISHMENT OF
VARIABLE LIFE STANDARDS OF SUITABILITY AND CONDUCT                 May 6, 1997


      WHEREAS,  the management of the Company has determined  that the Company
shall take the necessary steps to enable it to write variable life contracts;

      NOW THEREFORE BE IT RESOLVED, that pursuant to TEX. ADMIN. CODE tit. 28,
ss.  3.803(3)  (1996),  the Company hereby adopts the standards of suitability
with respect to the issuance of variable life insurance contracts as follows:

      No  recommendation  shall be made to an  applicant  to  purchase a
      variable life contract and no variable life insurance policy shall
      be issued in the absence of reasonable grounds to believe that the
      purchase  of such  contract  and  issuance  of such  policy is not
      unsuitable   for  such  applicant  on  the  basis  of  information
      furnished after  reasonable  inquiry of such applicant  concerning
      the  applicant's  insurance and investment  objectives,  financial
      situation  and  needs,  and any  other  information  known  to the
      insurer or the agent making the recommendation; and

      BE IT FURTHER  RESOLVED,  That pursuant to TEX. ADMIN. CODE tit. 28, ss.
3.806(8)  (1996),  the Company  hereby  adopts  standards of conduct which are
applicable to the Company, its officers, directors,  employees, and affiliates
with respect to the purchase or sale of investments in separate accounts. Such
standards of conduct shall satisfy the  requirements  set forth in 15 U.S.C.A.
ss. 80a-17 (1997)  (attached  hereto as Exhibit "A") and applicable  rules and
regulations thereunder.