CONSECO VARIABLE INSURANCE COMPANY
SECRETARY'S CERTIFICATE
The undersigned, Karl W. Kindig, being the Assistant Secretary of Conseco
Variable Insurance Company, a Texas domiciled insurance company, (the
"Company"), hereby certifies that attached hereto is a true and correct copy of
a resolution duly adopted by the Board of Directors of the Company, which
resolution has not been amended, annulled, rescinded, or revoked and is now in
full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's certificate as
of this 5th day of January, 2001.
/s/ Karl W. Kindig
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Karl W. Kindig
Assistant Secretary
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WRITTEN CONSENT TO RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
CONSECO VARIABLE LIFE INSURANCE COMPANY
The undersigned, being all of the members of the Board of Directors of
Conseco Variable Life 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 variable life insurance contracts (the "Contracts"), to be issued by
the Company; and
RESOLVED, that the Company establish a separate account pursuant to the
Texas Insurance Code, said separate account being designated "Conseco Variable
Account L" (the "Variable Account"); and
RESOLVED, that the premiums or other amounts paid to the Company pursuant
to such Contracts for purposes of providing benefits under such Contracts are
authorized to be allocated to the Separate Account; and
RESOLVED, that all amounts so allocated to the Separate Account shall be
owned by the Company; and
RESOLVED, that the Contracts issued pursuant to these resolutions from the
Variable Account shall provide that the assets of 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 changeable
with liabilities out of any other business the Company may conduct; and
RESOLVED, that the income, if any, and gains and losses, realized and
unrealized, on the interests in the Variable Account shall be credited or
charged to the Variable Account without regard to other gains and losses by the
Company; and
RESOLVED, that 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 changeable with liabilities out of any
other business and Company may conduct; and
RESOLVED, that the amounts allocated to the Variable Account, and
accumulations thereon, shall be invested and reinvested in the shares of
open-ended mutual funds registered as investment companies under the Investment
Company Act of 1940, or, otherwise as stated from time to time in the prospectus
on file with the SEC; and
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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
RESOLVED, that the filing with the U.S. Securities and 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
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
RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized to take 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;
and the aforesaid being subject to the commencement of the Variable Account's
operations as a unit investment trust which invests in shares of one or more
portfolios of the Conseco Series Trust; and
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.
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The resolutions adopted pursuant to this Written Consent shall be effective
as of February 22, 2000.
/s/ Ngaire E. Cuneo /s/ Follin M. Dick
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Ngaire E. Cuneo Follin M. Dick
/s/ Thomas J. Kilian Stephen G. Hilbert
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Thomas J. Kilian Stephen G. Hilbert
/s/ John J. Sabl
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John J. Sabl
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