WRITTEN CONSENT TO RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
CONSECO VARIABLE INSURANCE COMPANY
The undersigned, being all of the members of the Board of Directors of
Conseco Variable Insurance Company (the "Company") hereby unanimously consent to
the adoption of the following resolutions without a meeting of the Board of
Directors of the Company;
RESOLVED, that the Company develop and implement a program for
the offer and sale of individual fixed and variable annuity contracts
(the "Contracts") with variable separate account and fixed general
account options, to be issued by the Company; and
FURTHER RESOLVED, that the Company establish a separate
account pursuant to the Texas Insurance Code, said separate account
being designated "Conseco Variable Insurance Variable Account I" (the
"Variable Account"); and
FURTHER RESOLVED, that the Contracts issued pursuant to these
resolutions from the Variable Account shall provide that the assets of
the Variable Account, equal to the reserves and other contract
liabilities with respect to the Variable Account, are not chargeable
with liabilities out of any other business the Company may conduct; and
FURTHER RESOLVED, that the filing with the U.S. Securities and
Exchange Commission pursuant to Section 5 of the Securities Act of 1933
of a Form N-4 registration statement for the Variable Account and
Contracts, including the filing of any amendments thereto and all
matters properly incident thereto, is hereby authorized and approved;
and
FURTHER RESOLVED, that the filing with the U.S. Securities and
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Exchange Commission pursuant to Section 8 of the Investment Company Act
of 1940 ("1940 Act"), registering the Variable Account as a unit
investment trust under said Act, including the filing of any amendments
thereto and all matters properly incident thereto, is hereby authorized
and approved; and
FURTHER RESOLVED, that the filing with the U.S. Securities and
Exchange Commission of applications, and amendments thereto, for
exemptions from the provisions of the Investment Company Act of 1940
and the rules and regulations thereunder as may be necessary or
appropriate to effectuate the purposes of these resolutions, are hereby
authorized and approved; and
FURTHER RESOLVED, that the officers of the Company be, and
each of them hereby is, authorized to make all actions necessary to
maintain the registration of the Variable Account as a unit investment
trust under the 1940 Act, and to take such related actions as they deem
necessary or appropriate to carry out the foregoing, including, without
limitation, the following: determining that the fundamental investment
policy of the Variable Account shall be to invest and reinvest its
assets in securities issued by such open-end management investment
companies registered under the 1940 Act as the officers may designate
consistent with provisions of the Contracts issued by the Company;
establishing one or more sub-accounts of the Variable Account to which
payments under the Contracts will be allocated in accordance with
orders received from Contract owners or Participants; reserving to the
officers the authority to increase or decrease the number of
sub-accounts in the Variable Account as they deem necessary or
appropriate; investing each sub-account only in shares of a single
investment company or a single portfolio of an investment company
organized as a series fund pursuant to the 1940 Act, including
substituting from time to time the shares of another single investment
company or single portfolio of a series fund for such shares then
invested in such sub-account, as the officers acting in accordance with
the provisions of the Contracts deem necessary or appropriate in order
to render permissible the offering and sale of Contracts in any
jurisdiction within the United States of America; the forms of any
resolutions required by any state authority to be filed in connection
with any of the documents or instruments referred to above be, and the
same hereby are, adopted by this Board of Directors as if such
resolutions were fully set forth herein if (i) in the opinion of the
officers of the Company, the adoption of such resolutions is necessary
or advisable, and (ii) the Secretary or any Assistant Secretary of the
Company evidences the adoption of any such resolution by filing a copy
of such resolution with this Written Consent; and
FURTHER RESOLVED, that the officers of the Company be and
hereby are authorized to take such further action and to execute such
additional documents as they deem necessary or appropriate to
effectuate the purposes of the foregoing resolutions.
The resolutions adopted pursuant to this Written Consent shall be
effective as of the 23rd day of August, 2000.
/s/JAMES S. ADAMS /s/EDWARD M. BERUBE
------------------------- -------------------------
James S. Adams Edward M. Berube
/s/NGAIRE E. CUNEO /s/THOMAS J. KILIAN
------------------------- -------------------------
Ngaire E. Cuneo Thomas J. Kilian
/s/JOHN J. SABL
-------------------------
John J. Sabl
