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EXHIBIT 1A(1)
CERTIFICATION
I, Sara L. Haas, being a duly constituted Assistant Secretary of Peoples
Benefit Life Insurance Company, hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Company by Written Consent dated October 6, 2000, and that said resolution is
still in full force and effect:
RESOLVED, that, in accordance with Iowa Insurance Law Section 508A.1 the
officers of the Company be and they are authorized to establish the
Peoples Benefit Variable Life Account A, as a separate account (the
"Account");
BE IT FURTHER RESOLVED that the Account shall be established for the
purpose of funding variable life insurance policies ("Policies") which
may be issued by the Company and shall constitute a separate account
into which are allocated amounts paid to the Company which are to be
applied under the terms of said Policies; and
BE IT FURTHER RESOLVED that the income, gains and losses, whether or not
realized, from assets allocated to the Account shall, in accordance with
the Policies, be credited to or charged against such Account without
regard to either income, gains or losses of another separate account or
of the Company; and
BE IT FURTHER RESOLVED that the portion of the assets of the Account
equal to the reserves and other policy liabilities with respect to the
Account shall not be chargeable with liabilities arising out of any
other business the Company may conduct; and
BE IT FURTHER RESOLVED that separate investment divisions be, and hereby
are, established within the Account to which payments under the Policies
will be allocated in accordance with instructions received from policy
owners, and that the appropriate officers be, and hereby are, authorized
to add, combine or remove any investment division of the Account as they
deem necessary or appropriate; and
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BE IT FURTHER RESOLVED that the income, gains and losses, whether or not
realized, from assets allocated to each investment division of the
Account shall in accordance with the Policies, be credited to or charged
against such investment division of the Account without regard to other
income, gains or losses of any other investment division of the Account;
and
BE IT FURTHER RESOLVED that the appropriate officers be authorized to
deposit such amount in the Account or in each investment division
thereof as may be necessary or appropriate to facilitate the
commencement of the Account's operations; and
BE IT FURTHER RESOLVED that the appropriate officers are authorized to
transfer funds from time to time between the Company's general account
and the Account in order to establish the Account or to support the
operation of the Policies with respect to the Account as deemed
necessary or appropriate and consistent with the terms of the Policies;
and
BE IT FURTHER RESOLVED that the appropriate officers of the Company are
authorized to change the designation of the Account to such other
designation as they may deem necessary or appropriate; and
BE IT FURTHER RESOLVED that the appropriate officers of the Company,
with such assistance from the Company's auditors, legal counsel and
independent consultant or others as they may require, be, and they
hereby are, authorized and directed to take all action necessary to: (a)
register the Account as a unit investment trust under the Investment
Company Act of 1940, as amended, and to change the classification under
which the Account is registered or to de-register the Account as they
deem necessary or appropriate; (b) register the Policies 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 Policies for sale and the operation
of the Account in order to comply with the Investment Company Act of
1940, as amended, the Securities Exchange Act of 1934 and the Securities
Act of 1933, and other applicable Federal laws, including the filing of
any registration statements, any amendments to registration statements,
any undertakings, any applications, and any amendments to such
applications, for exemptions from the Investment Company Act of 1940, as
amended, or exemptions from other applicable Federal laws as the
officers of the Company shall deem necessary or appropriate; and
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BE IT FURTHER RESOLVED that the appropriate officers are authorized and
empowered to prepare, execute and cause to be filed with the Securities
and Exchange Commission on behalf of the Account, and by the Company as
sponsor and depositor, documents necessary for registering the Account
as an investment company under the Investment Company Act of 1940, as
amended, documents necessary for registering the Policies under the
Securities Act of 1933, any applications for exemptions from the
Investment Company Act of 1940, as amended, or other applicable Federal
laws, and any and all amendments to the foregoing on behalf of the
Account 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
BE IT FURTHER RESOLVED that John Cleavenger of 4333 Edgewood Road NE,
Cedar Rapids, Iowa 52499 is appointed agent for service under such
registration statements and is duly authorized to receive communication
and notices from the Securities and Exchange Commission with respect
thereto; and
BE IT FURTHER RESOLVED that the Company be authorized and directed to
obtain any required approvals with respect to the establishment of the
Account and marketing of the Policies, from the Commissioner of
Insurance of Iowa, and any other statutory or regulatory approvals
required by the Company as an Iowa Corporation; and
BE IT FURTHER RESOLVED that the appropriate officers of the Company be,
and they hereby are, authorized on behalf of the Account and on behalf
of the Company to take any and all action they may deem necessary or
advisable in order to sell the Policies, including any registrations,
filings, and qualifications of the Company, its officers, agents and
employees, and the Policies under the insurance and securities laws of
any of the states of the United States of America or other jurisdiction,
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 papers and
instruments as may be required under such laws, and to take any and all
further action which may be required under such law, 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 agreement
may be necessary) in order to maintain such registrations or
qualifications for as long as the said officers or
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counsel deem it to be in the best interests of the Account and the
Company; and
BE IT FURTHER RESOLVED that the appropriate officers are authorized in
the name and on behalf of the Account and the Company to execute and
file irrevocable written consent on the part of the Account and of the
Company to be used in such states wherein such consents to service of
process may be required under the insurance or securities laws therein
in connections with said registration or qualification of Policies and
to appoint the appropriate state official or such other person as may be
allowed by said insurance or securities laws, agent of the Account and
of the Company for the purpose of receiving and accepting process; and
BE IT FURTHER RESOLVED that the appropriate officers are authorized to
cause the Company to institute procedures for providing voting rights
for owners of such Policies with respect to securities owned by the
Account; and
BE IT FURTHER RESOLVED that the appropriate officers are authorized to
execute such agreement or agreements as deemed necessary and appropriate
with underwriters and distributors for the Policies to provide
distribution services, and with one or more qualified banks or other
qualified entities to provide administrative and/or custodial services,
all in connection with the establishment, operation and maintenance of
the Account and the design, issuance, and administration of the
Policies; and
BE IT FURTHER RESOLVED that the Company be authorized as deemed
necessary and appropriate either to enter into an agreement with a
qualified custodial bank for the purpose of the safekeeping of the
assets of the Account, or to undertake this safekeeping and custody of
assets after seeking and obtaining the required exemptive relief from
the Securities Exchange Commission; and
BE IT FURTHER RESOLVED that the appropriate officers of the Company, and
each of them are, hereby authorized to execute and deliver all such
documents and papers 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; and
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BE IT FURTHER RESOLVED that the term "appropriate officers" as used
herein, shall include all of the elected and appointed officers of the
Company, either severally or individually, subject to any applicable
resolutions of the Board of Directors dealing with signing authority for
the Company.
Dated this 7th day of December, 2000.
/s/ Sara L. Haas
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Sara L. Haas
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