SEPARATE ACCT VUL 5 OF TRANSAMERICA OCCIDENTAL LIFE INS CO
S-6, EX-99, 2000-12-15
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                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Patrick S. Baird



<PAGE>


                                Power of Attorney

The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  her true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for her and on her behalf and in her name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                                Brenda K. Clancy


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                James W. Dederer


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                George A. Foegele


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                               Douglas C. Kolsrud


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                Richard N. Latzer


<PAGE>


                                POWER OF ATTORNEY


The  undersigned  Director and Acting Chief  Financial  Officer of  Transamerica
Occidental Life Insurance  Company,  a California  corporation  (the "Company"),
hereby  constitutes  and  appoints  Frank A. Camp,  James W.  Dederer,  David M.
Goldstein,  David E. Gooding,  Priscilla I. Hechler,  William M. Hurst, Larry N.
Norman, Thomas E. Pierpan, Stephen E. Price, Colleen Tobiason, Ronald L. Ziegler
and each of them (with full  power to each of them to act  alone),  her true and
lawful  attorney-in-fact and agent, with full power of substitution to each, for
her and on her behalf and in her name,  place and stead, to execute and file any
of  the  documents  referred  to  below  relating  to  registrations  under  the
Securities Act of 1933 and under the Investment Company Act of 1940 with respect
to any life insurance and annuity policies:  registration statements on any form
or forms under the Securities  Act of 1933 and under the Investment  Company Act
of 1940, and any and all amendments and supplements  thereto,  with all exhibits
and all instruments  necessary or appropriate in connection  therewith,  each of
said  attorneys-in-fact  and agents and his or their substitutes being empowered
to act with or without the others or other, and to have full power and authority
to do or cause to be done in the name and on behalf of the undersigned  each and
every act and thing requisite and necessary or appropriate  with respect thereto
to be done in and about the premises in order to  effectuate  the same, as fully
to all intents  and  purposes  as the  undersigned  might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, may do or cause to be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set her hand, this
______ day of December, 1999.


                         ------------------------------
                               Karen O. MacDonald


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Gary U. Rolle'


<PAGE>


                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                              Paul E. Rutledge III


<PAGE>





                                POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand, this
______ day of December, 1999.


                         ------------------------------
                                 Craig D. Vermie


                                                     POWER OF ATTORNEY


The undersigned  Director of Transamerica  Occidental Life Insurance  Company, a
California corporation (the "Company"), hereby constitutes and appoints Frank A.
Camp,  James W. Dederer,  David M.  Goldstein,  David E.  Gooding,  Priscilla I.
Hechler, William M. Hurst, Larry N. Norman, Thomas E. Pierpan, Stephen E. Price,
Colleen Tobiason, Ronald L. Ziegler and each of them (with full power to each of
them to act alone),  his true and lawful  attorney-in-fact  and agent, with full
power of substitution to each, for him and on his behalf and in his name,  place
and stead,  to execute and file any of the documents  referred to below relating
to  registrations  under the  Securities  Act of 1933 and  under the  Investment
Company Act of 1940 with  respect to any life  insurance  and annuity  policies:
registration  statements on any form or forms under the  Securities  Act of 1933
and under the  Investment  Company Act of 1940,  and any and all  amendments and
supplements  thereto,  with  all  exhibits  and  all  instruments  necessary  or
appropriate in connection therewith,  each of said  attorneys-in-fact and agents
and his or their  substitutes  being empowered to act with or without the others
or other,  and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary  or  appropriate  with  respect  thereto  to be done in and  about the
premises in order to  effectuate  the same, as fully to all intents and purposes
as the undersigned might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue thereof.

     IN WITNESS WHEREOF,  the undersigned has hereunto set his hand, this ______
day of May, 2000.


                         ______________________________
                                  Ron F. Wagley




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