MINUTES OF ACTION OF BOARD OF DIRECTORS
                                      OF
                        PM GROUP LIFE INSURANCE COMPANY

                      TAKEN BY UNANIMOUS WRITTEN CONSENT
                               WITHOUT A MEETING


     The undersigned, and each of them, constituting all of the directors of PM
Group Life Insurance Company, an Arizona corporation, acting by unanimous
written consent without a meeting pursuant to Section 10-044 of the Arizona
Revised Statutes and Article III, Section 12 of the bylaws of this corporation,
take the following actions:

     Authority to Establish Fixed or Variable Dollar Separate Accounts, or Both,
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and to Issue Variable Life Insurance Policies and Variable Annuity Contracts.
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The following resolution is adopted:

     RESOLVED, that the Board of Directors of this corporation hereby authorizes
     this corporation to obtain approval from the appropriate regulatory
     authorities of an amendment to its Certificate of Authority to issue
     variable life insurance policies and variable annuity contracts and any
     derivative thereof being herein collectively referred to as "Variable
     Contracts"; and

     RESOLVED FURTHER, that the Board of Directors of this corporation hereby
     authorizes and directs the establishment of Separate Accounts ("Separate
     Accounts") to which the amounts received by this corporation in connection
     with the sale of  Variable Contracts or contracts payable in fixed dollar
     amounts, or both, may be allocated; and

     RESOLVED FURTHER, that within the Separate Accounts payable in variable
     dollar amounts there may be a number of variable accounts with different
     investment policies and objectives into which a policyowner may direct
     their interests in the Separate Accounts; and

     RESOLVED FURTHER, that the Separate Accounts are to be established and
     maintained in accordance with the provisions of Section 20-651 of the
     Arizona Insurance Code and the regulations promulgated under that Section;
     and

     RESOLVED FURTHER, that any officer of this corporation is authorized and
     directed to take whatever action may be necessary or advisable to obtain
     the appropriate regulatory authority to amend the Certificate of Authority
     to issue Variable Contracts and to establish and maintain fixed or variable
     Separate Accounts, or both, and to register, file or qualify the Variable
     Contracts for sale, including, but not limited to, determining the states
     or other jurisdictions in which action shall be taken to qualify, file, or
     register the Variable Contracts for sale, performing any and all acts as
     such officer deems necessary or advisable to comply with the applicable
     laws of any such state or jurisdiction including making any required
     filings with the Arizona Insurance Department or any other regulatory
     authority in Arizona or any other regulatory authority in any state or
     jurisdiction having jurisdiction over the insurance activities of this
     corporation or over


     the Variable Contracts; performing any and all acts as such officer deems
     necessary or advisable to comply with the applicable laws of the United
     States including, but not limited to, preparing and filing registration
     statements with the Securities and Exchange Commission to register any
     Variable Contracts or interests therein under the Securities Act of 1933
     and the Investment Company Act of 1940 and to register any Separate
     Account, the benefits of which are payable in variable dollar amounts, or
     interests therein under the Investment Company Act of 1940, and to file any
     exemptive application if necessary or advisable under the Investment
     Company Act of 1940 and to make such other filings or seek any
     interpretations that are necessary or advisable from the Securities and
     Exchange Commission or any other agency of the United States Government; or
     making any filings, seek any interpretations, or make other submissions
     that such officer deems necessary or advisable with other regulatory
     authorities having jurisdiction over the offer and sale of the Variable
     Contracts and to execute and file all requisite papers and documents,
     including, but not limited to, applications, reports, surety bonds,
     irrevocable consents, powers of attorneys, and appointments of agents for
     service of process, and the paying of all necessary fees and expenses as in
     such officer's judgment may be necessary or advisable.

     RESOLVED FURTHER, that actions taken by officers of this corporation prior
     to the adoption of these resolutions, which are within the authority
     conferred hereby had these resolutions predated such action, are hereby
     ratified, confirmed and approved.

Dated:  July 1, 1998
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/s/ DAVID R. CARMICHAEL                  /s/ WILLIAM L. FERRIS
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David R. Carmichael                      William L. Ferris

/s/ AUDREY L. MILFS                      /s/ GLENN S. SCHAFER
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Audrey L. Milfs                          Glenn S. Schafer

/s/ TC SUTTON
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Thomas C. Sutton