<PAGE>
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Worcester, Massachusetts
***************
At a regular meeting of the Board of Directors of First Allmerica Financial
Life Insurance Company held on June 13, 1996, a quorum present, it was:
VOTED: That pursuant to the provisions of Section 132F and Section 132G
of Chapter 175 of the Massachusetts General Laws, the appropriate
officers of the Company are hereby authorized to establish from
time-to-time and to maintain one or more separate accounts
(collectively, "Separate Accounts") independent and apart from the
Company's general investment account for the purpose of providing for
the issuance by the Company of such Contracts as may be determined
from time-to-time;
That separate investment divisions ("Sub-Accounts") may be established
within each Separate Account to which net payments may be allocated in
accordance with the terms of the relevant Contracts, and that the
appropriate officers of the Company be and hereby are authorized to
increase or decrease the number of Sub-Accounts in a Separate Account,
as may be deemed necessary or appropriate from time-to-time;
That in accordance with the terms of the relevant Contracts, the
portion of the assets of each such Separate Account equal to the
separate account reserves and other contract liabilities shall not be
chargeable with liabilities arising out of any other business the
Company may conduct;
That the income and gains and losses, whether or not realized, from
assets allocated to a Separate Account shall be credited to or charged
against such Separate Account without regard to other income, gains or
losses of the Company or any other Separate Account, and that the
income and gains and losses, whether or not realized, from assets
allocated to each Sub-Account of a Separate Account shall be credited
to or charged against such Sub-Account without regard to other income,
gains or losses of the Company, any other Sub-Account or any other
Separate Account;
That the appropriate officers of the Company are authorized to
determine investment objectives and appropriate underwriting criteria,
investment management policies and other requirements necessary or
desirable for the operation and management of each of the Company's
Separate Accounts and Sub-Accounts thereof; provided, however, that if
a Separate Account is registered with the Securities and Exchange
Commission as a unit investment trust, each such Sub-Account thereof
shall invest only in the shares of a single investment company or a
single series or portfolio of an investment company organized as a
series fund pursuant to the Investment Company Act of 1940;
<PAGE>
That the appropriate officers of the Company be and they hereby are
authorized to deposit such amounts in a Separate Account and the
Sub-Accounts thereof as may be necessary or appropriate to facilitate
the commencement of operations;
That the appropriate officers of the Company be and they hereby are
authorized to transfer funds from time-to-time between the Company's
general account and the Separate Accounts as deemed necessary or
appropriate and consistent with the terms of the relevant Contracts;
That the appropriate officers of the Company be and they hereby are
authorized to change the name or designation of a Separate Account and
Sub-Accounts thereof to such other names or designations as they may
deem necessary or appropriate;
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, are hereby severally authorized to take all
appropriate action, if in their discretion deemed necessary, to: (a)
register the Separate Accounts under the Investment Company Act of
1940, as amended; (b) register the relevant Contracts in such amounts,
which may be an indefinite amount, as the appropriate officers of the
Company shall from time-to-time deem appropriate under the Securities
Act of 1933; (c) to claim exemptions from registration of a Separate
Accounts and/or the relevant Contracts, if appropriate; and (d) take
all other actions which are necessary in connection with the offering
of the Contracts for sale and the operation of the Separate Accounts
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, any applications for
exemptions from the Investment Company Act of 1940 or other applicable
federal laws, and the filing of any documents necessary to claim or to
maintain such exemptions, as the appropriate officers of the Company
shall deem necessary or appropriate;
That the Secretary and 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 to exercise the powers given to such agent in
the rules and regulations of the Securities and Exchange Commission
under the Securities Act of 1933, the Securities Exchange Act of 1934,
or the Investment Company Act of 1940;
That the appropriate officers of the Company are hereby authorized to
establish procedures under which the Company will institute procedures
for providing voting rights for owners of such Contracts with respect
to securities owned by the Separate Accounts;
That the appropriate officers of the Company are hereby authorized to
execute such agreement or agreements as deemed necessary and
appropriate (i) with Allmerica
<PAGE>
Investments, Inc., or other qualified entity under which Allmerica
Investments, Inc., or other such entity, will be appointed principal
underwriter and distributor for the Contracts, (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 the Separate Accounts and the design, issuance and
administration of the Contracts;
That, since it is anticipated that the Separate Accounts will invest in
securities, the appropriate officers of the Company are hereby
authorized to execute such agreement or agreements as may be necessary
or appropriate to enable such investments to be made;
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 votes and the intent
and purposes thereof.
***
IN WITNESS WHEREOF, I set my hand and the seal of the Company, this 6th
day of September, 2000.
/s/ Charles F. Cronin,________
Charles F. Cronin, Secretary
