CERTIFICATE



         I, Aldo Davanzo,  Assistant  Secretary of Transamerica  Occidental Life
Insurance  Company,  do hereby  certify  that the  attached is a full,  true and
correct copy of a resolution - SEPARATE  ACCOUNTS - duly passed and adopted at a
regular  meeting  of the Board of  Directors  of  Transamerica  Occidental  Life
Insurance Company on the 6th day of December,  1996 at which meeting a quorum of
directors  was present.  I further  certify that said  resolution is now in full
force and effect.

         WITNESS  my hand and seal of  Transamerica  Occidental  Life  Insurance
Company this 18th day of September, 1997.




         EXCERPTS  FROM THE  MINUTES OF A MEETING OF THE BOARD OF  DIRECTORS  OF
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY HELD DECEMBER 6, 1996.

                                SEPARATE ACCOUNTS
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

WHEREAS,  this Corporation adopted a resolution  authorizing its proper officers
to enter into, make,  perform and carry out contracts  pursuant to Section 10506
of the California Insurance Code; and

WHEREAS, this Corporation desires to continue entering into, making,  performing
and carrying out contracts  pursuant to Section 10506 et seq. of the  California
Insurance  Code, and  specifically at this time to authorize its proper officers
to establish  additional  separate  accounts  under Section 10506 et seq. of the
California  Insurance  Code without  further action of approval of this Board of
Directors;

THEREFORE  IT IS  RESOLVED,  that this  Corporation  reaffirms  that through its
proper officers,  be and hereby is authorized (1) to enter into,  make,  perform
and carry out contracts of every sort and kind which may be necessary,  suitable
or  convenient  to the conduct of business  pursuant to Section 10506 et seq. of
the  California  Insurance  Code,  which  permits a life  insurance  company  to
allocate  to one more  separate  accounts,  in  accordance  with the  terms of a
written  agreement  approved by the Insurance  Commissioner  of California,  any
amounts  that  are  paid  to  the  Company   under  a  pension,   retirement  or
profit-sharing  plan,  or  program  for one or more  persons  and that are to be
applied  in  payment of  proceeds  or  benefits  under the  Company's  policies,
contracts,  or agreements in fixed or variable dollar amounts,  or both, and (2)
to do all and  everything  necessary,  suitable or  convenient to the conduct of
such business,  including any act or thing  incidental to, or growing out of, or
connected  with the  conduct of such  business  and further  including,  but not
limited  to, the power to  establish  new  separate  accounts,  both  pooled and
non-pooled, without further action or approval by this Board of Directors; and

FURTHER RESOLVED, that 1) the income, if any, and gains and losses, realized and
unrealized,  in each separate  account  shall be credited to or charged  against
such separate  account  without regard to other gains or losses of the Company's
general account or other separate accounts;  and 2) no separate account shall be
chargeable with liabilities arising out of any other business of the Company.