PARAGON LIFE INSURANCE COMPANY
Consent by Directors to Resolutions
In Lieu of Meeting As of 3 January, 1995
The undersigned, being all of the members of the Board of Directors of
Paragon Life Insurance Company, a Missouri corporation, acting pursuant to the
Corporate By-laws and the General and Business Corporation Law of Missouri,
hereby consent to the adoption of the following resolutions, so that the same
may have the same force and effect as if adopted by unanimous vote at a meeting
of the Board:
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RESOLUTIONS ESTABLISHING
PARAGON LIFE INSURANCE COMPANY
SEPARATE ACCOUNT D
"BE IT RESOLVED, that Paragon Life Insurance Company (hereinafter "Paragon" or
"the Company"), pursuant to the provisions of Section 376.309 R.S. Mo. (1959),
hereby establishes a separate account designated "Paragon Separate Account D"
(hereinafter "Separate Account D") for the following use and purposes, and
subject to the conditions set forth below:
RESOLVED FURTHER, that Separate Account D shall be established for the purpose
of providing for the issuance by the Company of such variable life insurance or
such other contracts ("Contracts") as Paragon may designate for such purpose,
and shall constitute a separate account into which are allocated amounts paid to
or held by the Company under such Contracts; and
RESOLVED FURTHER, that the income, gains, and losses, whether or not realized,
from assets allocated to Separate Account D shall, in accordance with the
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of Paragon; and
RESOLVED FURTHER, that to the extent so provided under the Contracts, that
portion of the assets of Separate Account D equal to the reserves and other
contract liabilities of such Account shall not be chargeable with liabilities
arising out of any other business paragon may conduct; and
RESOLVED FURTHER, that the fundamental investment policy of Separate Account D
shall be to invest or reinvest its assets in securities issued by investment
companies registered under the Investment Company Act of 1940 as may be
specified in the respective Contracts; and
RESOLVED FURTHER, that specialized investment divisions may be established
within Separate Account D to which net payments under the Contracts will be
allocated in accordance with instructions received from contractholder, and that
Paragon is hereby authorized to create such divisions and to increase, or
decrease, the number of investment divisions as it deems necessary or
appropriate; and
RESOLVED FURTHER, that each such investment divisions shall invest only in the
shares of a single mutual fund or a single mutual fund portfolio of an
investment company organized as a series fund pursuant to the Investment Company
Act of 1940; and
RESOLVED FURTHER, that the President, the Treasurer, or their delegates be, and
they hereby are, authorized to transfer funds from time to time between
Paragon's general account and Separate Account D to start Separate Account D or
as deemed necessary or appropriate and consistent with the terms of the
Contracts; and
RESOLVED FURTHER, that the appropriate officers of the Company, with such
assistance from the Company's auditors, legal counsel, and others as they may
require, be, and they hereby are, authorized and directed to take all action
necessary to: (a) register Separate Account D as a unit investment trust under
the Investment Company Act of 1940, as amended; (b) register the Contracts in
such amounts, which may be an indefinite amount, as the officers of the Company
shall from time to time deem appropriate under the Securities Act of 1933; and
(c) take all other actions which are necessary in connection with the offering
of said Contracts for sale and the operation of Separate Account D in order to
comply with the Investment Company Act of 1940, the Securities Exchange Act of
1934, the Securities Act of 1933 and other applicable federal laws, including
the filing of any amendments to registration statement, any undertakings, and
any applications for exceptions from the Investment Company Act of 1940 or other
applicable federal laws as the officers of the Company shall deem necessary or
appropriate; and
RESOLVED FURTHER, the President, the Treasurer, and the General Counsel, and
each of them with full power to act without the others, hereby are severally
authorized and empowered to prepare, execute, and cause to be filed with the
Securities and Exchange Commission on behalf of Separate Account D and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the Contracts, and any
and all amendments to the foregoing on behalf of Separate Account D and the
Company and on behalf of and as attorneys for the principal executive officer
and/or the principal financial officer and/or the principal accounting officer
and/or any other officer of the Company; and
RESOLVED FURTHER, that the General Counsel is hereby appointed as agent for
service under any such registration statement and is duly authorized to receive
communications and notices from the Securities and Exchange Commission with
respect thereto; and
RESOLVED FURTHER, that the appropriate officers of the Company be, and they
hereby are, authorized on behalf of Separate Account D and on behalf of the
Company to take any and all action that they may deem necessary or advisable in
order to sell the Contracts,
including any registrations, filings, and qualifications of Paragon, its
officers, agents and employees, and the Contracts under the insurance and
securities laws of any of the states of the United States of America or other
jurisdictions, and in connection therewith to prepare, execute, deliver, and
file all such applications, reports, covenants, resolutions, applications for
exemptions, consents to service of process, and other instruments as may be
required under such laws, and to take any and all further action which said
officers or counsel of the Company may deem necessary or desirable (including
entering into whatever agreements and contracts may be necessary) in order to
maintain such registrations or qualifications for as long as said officers seem
it to be in the best interest of Separate Account D and Paragon; and
RESOLVED FURTHER, that the President and the Vice President and General Counsel
of the Company be, and they hereby are, authorized in the names and on behalf of
Separate Account D and Paragon to execute and file irrevocable written consents
on the part of Separate Account D and of the Company to be used in such states
wherein such consents to service of process may be requisite under the insurance
or securities laws therein connection with said registration of qualification of
Contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of Separate Account D
and of Paragon for the purpose of receiving and accepting process; and
RESOLVED FURTHER, that the President of the Company be, and hereby is,
authorized to establish procedures under which the Company will provide voting
rights for owners of such Contracts with respect to securities owned by Separate
Account D; and
RESOLVED FURTHER, that the President of the Company is hereby authorized to
execute such agreement or agreements as deemed necessary and appropriate (i)
with Walnut Street Securities, Inc. (Walnut Street) or another qualified entity
under which Walnut Street or such other entity will be appointed principal
underwriter and distributor for the Contracts and (ii) with one or more
qualified banks or other qualified entities to provide administrative and/or
custodial services in connection with the establishment and maintenance of
Separate Account D and the design, issuance, and administration of the
Contracts; and
RESOLVED FURTHER, that, since it is expected the Separate Account D will invest
in the securities issued by one or more investment companies, the appropriate
officers of the Company are hereby authorized to execute whatever agreement or
agreements as may be necessary or appropriate to enable such investments to be
made; and
RESOLVED FURTHER, that the appropriate officers of paragon, and each of them are
hereby authorized to execute and deliver all such documents and papers and to do
or cause to be done all such acts and things as they may deem necessary or
desirable to carry out the foregoing resolutions and the intent and purposes
thereof."
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STANDARDS OF CONDUCT WITH RESPECT TO
SEPARATE ACCOUNT D
"BE IT RESOLVED, that paragon Life Insurance Company on its own behalf and on
behalf of its officers, directors, employees, and affiliates, shall endeavor to
ensure that business dealings between paragon Separate Account D and the Company
are fair to both parties, and specifically:
i. That Separate Account D shall be used only in connection with variable
life insurance contracts;
ii. That the Company will not sell to or buy from Separate Account D any
securities of which the Company or its affiliates is the issuer; and
iii. Neither the Company nor any officer, director, employee, or affiliate
shall accept any compensation for the sale or purchase of securities to or
from Separate Account D, except that if the Company or an affiliate acts
as a broker-dealer in connection with the sale of securities to or by
Separate Account D a commission fee not to exceed normal charges for such
transactions conducted at arm's length in the ordinary course of business
in St. Louis or any other community in which such transaction is effected
may be charged."
IN WITNESS WHEREOF, we Directors have signed this unanimous Consent,
effective as of the third day of January, 1995. We direct that this Consent be
filed with the minutes of Paragon Life Insurance Company.
/s/ Carl H. Anderson /s/ Matthew P. McCauley
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Carl H. Anderson Matthew P. McCauley
/s/ Michael R. Hogan /s/ Leonard M. Rubenstein
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Michael R. Hogan Leonard M. Rubenstein
/s/ E. Thomas Hughes, Jr. /s/ Bernard H. Wolzenski
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E. Thomas Hughes, Jr. Bernard H. Wolzenski
/s/ Richard A. Liddy /s/ A. Greig Woodring
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Richard A. Liddy A. Greig Woodring
/s/ Craig K. Nordyke
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Craig K. Nordyke