SECRETARY'S CERTIFICATE
I, John J. Morris, Secretary of Lincoln Benefit Life Company, a Nebraska
corporation (this "Company"), do hereby certify that the following is a true,
complete, and correct copy of the resolution of the Board of Directors of
this Corporation adopted at a meeting held May 17, 1990, at which a quorum
was present and that said resolution is in full force and effect:
BE IT RESOLVED, That the Company, pursuant to the provisions of
Section 402.01 of the Nebraska Insurance Code, hereby establishes a
separate account designated Lincoln Benefit Life Variable Life Account
(hereinafter "Variable Life Account") for the following use and
purposes, and subject to such conditions as hereinafter set forth.
BE IT FURTHER RESOLVED, That Variable Life Account shall be
established for the purpose of providing for the issuance by the
Company of such variable life or such other contracts ("Contracts") as
the President 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
BE IT FURTHER RESOLVED, That the income, gains and losses,
whether or not realized, from assets allocated to Variable Life
Account shall, in accordance with the Contracts be credited to or
charged against such account without regard to other income, gains, or
losses of the Company; and
BE IT FURTHER RESOLVED, That the fundamental investment policy of
Variable Life Account shall be to invest or reinvest the assets of
Variable Life Account in securities issued by investment companies
registered under the Investment Company Act of 1940, as amended, as
the Finance Committee may designate pursuant to the provisions of the
Contracts; and
BE IT FURTHER RESOLVED, That five investment divisions be, and
hereby are, established within Variable Life Account to which net
payments under the Contracts will be allocated in accordance with
instructions received from contractholders, and that the President be,
and hereby is, authorized to increase or decrease the number of
investment divisions in Variable Life Account as deemed necessary or
appropriate; and
BE IT FURTHER RESOLVED, That each such investment division 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
BE IT FURTHER RESOLVED, That the President and Treasurer be and
they hereby are, authorized to deposit such amount in Variable Life
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 President of the Company be, and
is hereby, authorized to change the designation of Variable Life
Account to such other designation as it 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 consultants or others as
they may require, be, and they hereby are, authorized and directed to
take all action necessary to: (a) register Variable Life Account 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 Variable Life Account
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 statements, any undertakings, and any applications for
exemptions from the Investment Company Act of 1940 or other applicable
federal laws as the officers of the Company shall deem necessary or
appropriate; and
BE IT FURTHER RESOLVED, That the President and the General
Counsel, and either of them with full power to act without the other,
hereby are severally authorized and empowered to prepare, execute and
cause to be filed with the Securities and Exchange Commission on
behalf of Variable Account and by the Company as sponsor and
depositor, a Form of Notification of Registration, a Registration
Statement registering Variable Life Account as an investment company
under the Investment Company Act of 1940, and a Registration Statement
registering the variable life insurance contracts under the Securities
Act of 1933; and
BE IT FURTHER RESOLVED, That the appropriate officers of the
Company be, and they hereby are, authorized on behalf of Variable Life
Account 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 the
Company, 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 papers and 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 or counsel deem them to be in the best
interests of Variable Life Account and the Company; and
BE IT FURTHER RESOLVED, That the General Counsel of the Company
be, and hereby is, authorized in the names and on behalf of Variable
Life Account and the Company to execute and file irrevocable written
consents on the part of Variable Life Account 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 in connection
with said registration or 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 Variable Life Account
and of the Company for the purpose of receiving and accepting process;
and
BE IT FURTHER RESOLVED, That the President of the Company be, and
hereby is, authorized to establish criteria by which the Company shall
institute procedures to provide for a pass-through of voting rights to
the owners of such Contracts as required by the applicable laws with
respect to securities owned by Variable Life Account; and
BE IT FURTHER RESOLVED, That the President of the Company is
hereby authorized to execute such agreement or agreements on such
terms and subject to such modifications as
deemed necessary or appropriate (i) with a qualified entity that 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 Variable Life Account and the
design, issuance, and administration of the Contracts; and
BE IT FURTHER RESOLVED, That since it is expected that Variable
Life Account 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
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 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.
BE IT FURTHER RESOLVED, That the Company intends to issue
variable life insurance contracts in certain states which require that
the Company adopt, by formal action of the Board of Directors, written
statements specifying the Company's Standards of Suitability and the
Company's Standards of Conduct with regard to the issuance and sale of
such variable life insurance contracts.
BE IT FURTHER RESOLVED, That neither the Company nor its agents
shall make a recommendation to an applicant to purchase variable life
insurance contracts or issue variable life insurance contracts in the
absence of reasonable grounds to believe the purchase of such contract
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 insured or to the
agent making the recommendation;
BE IT FURTHER RESOLVED, That neither the Company, its officers,
directors, nor employees will engage in any act, practice or course of
business in connection with the purchase or sale, directly or
indirectly, by such person of any security held or to be acquired by
the variable life separate account or any separate account of the
Company, in contravention of such rules and regulations as the
Securities and Exchange Commission may adopt to define and prescribe
means reasonably necessary to prevent, such acts, practices, or
courses of business conduct as are fraudulent, deceptive or
manipulative, including requirements for the adoption of codes of
ethics by registered investment companies and investment advisers of
and principal underwriters for, such investment companies establishing
such standards as are reasonably necessary to prevent such acts,
practices or courses of business as are fraudulent, deceptive or
manipulative.
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the
Company and affixed the corporate seal this 7th day of February, 1994.
/s/John J. Morris
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John J. Morris, Secretary
(SEAL)