BANKERS LIFE COMPANY
BOARD RESOLUTION
No. 11315
Passed 6-24-68
BE IT RESOLVED:
1. That the Chairman of the Board or the President shall designate the
appropriate officers to have the primary responsibility and authority within the
provisions of the Articles of Incorporation of the Bankers Life Company and as
permitted under the applicable law to prepare and issue group and/or individual
variable annuity contracts which would result in tax deferral under the Internal
Revenue Code of 1954, as amended, but which do not provide for participation in
the Separate Account established by the Company on the 8th day of August, 1964.
Such variable annuity contracts may provide for benefits whose dollar amount or
other measure of value may vary during the period subsequent to as well as the
period prior to the maturity dates of such contracts.
2. That the Chairman of the Board or the President shall designate the
same or other officers to have the primary responsibility and authority within
the provisions of the Articles of Incorporation of Bankers Life Company and as
permitted under the applicable law to establish one or more additional Separate
Accounts or funds, each of which shall meet the requirements of a "unit
investment trust" as defined by the Investment Company Act of 1940, as amended.
3. That the officers so designated are hereby authorized and directed
to prepare, execute and file with the Securities and Exchange Commission in
accordance with the provisions of the Securities Act of 1933, as amended, a
registration statement or statements, and such amendments thereto as may be
necessary or appropriate, relating to such variable annuity contracts as
described in this resolution.
4. That the officers so designated are hereby authorized if necessary
to prepare, execute and file with the Securities and Exchange Commission in
accordance with the provisions of the Investment Company Act of 1940, as
amended, a registration statement or statements, and such amendments thereto as
may be necessary or appropriate, relating to such unit investment trust or
trusts.
5. That the officers so designated are hereby authorized to take such
further action as may in their judgment be necessary or desirable to effect the
registration of such variable annuity contracts and of such unit investment
trust or trusts.
This is to certify that the above is a true copy of Board Resolution
No. 11315 as it appears on the minute book of the Corporation.
/s/ R. E. Cassell
------------------------------------------
R. E. Cassell
Senior Vice-President and Secretary
<PAGE>
EXECUTIVE COMMITTEE RESOLUTION
No. 2000
Passed January 12, 1970
RESOLVED, That in furtherance of resolution No. 11315 of the Board of
Directors enacted on the 24th day of June, 1968, a separate account to be known
as Separate Account B be and hereby is established for the purpose of issuing
variable annuity contracts entitled to special tax treatment under Sections 401
or 403(b) of the Internal Revenue Code 1954, as amended.
<PAGE>
EXECUTIVE COMMITTEE RESOLUTION
RESOLUTION NO. 2115
PASSED 4-12-71
"RESOLVED, That Separate Account B heretofore established by Executive
Committee Resolution No. 2000, passed January 12, 1970, be and is hereby amended
by deleting all reference to Section 401 of the Internal Revenue Code, and as
amended said resolution reads as follows:
'RESOLVED, That in furtherance of Resolution No. 11315 of the Board of
Directors enacted on the 24th day of June 1968, a separate account to
be known as Separate Account B be and hereby is established for the
purpose of issuing variable annuity contracts entitled to special tax
treatment under Section 403(b) of the Internal Revenue Code 1954, as
amended.' "
<PAGE>
Executive Committe Resolution 2927, dated May 17, 1982
On motion duly made and seconded, the following Resolution was unanimously
adopted:
WHEREAS, Board Resolution No. 11315, June 24, 1968, authorized the
establishment and operation of one or more separate accounts for the
purpose of issuing variable annuity contracts entitled to special tax
treatment under the Internal Revenue Code of 1954 as amended, and, pursuant
thereto the establishment of Separate Account B was authorized by Executive
Committee Resolution No. 2000, January 12, 1970, as amended by Executive
Committee Resolution No. 2115, April 12, 1971;
WHEREAS, the Plan of Operations for Separate Account B provides for
alternative funding for variable annuity contracts participating in
Separate Account B;
NOW, THEREFORE, BE IT RESOLVED, that there are hereby established, for the
purpose of providing alternative funding methods for variable annuity
contracts entitled to special tax treatment under the Internal Revenue Code
of 1954, as amended, two separate divisions within Separate Account B, a
Common Stock Division and a Money Market Division. All income and expenses
and all gains or losses, whether or not realized, experienced with respect
to assets for a series of contracts participating in a Division of Separate
Account B shall be credited to or charged against those assets, unaffected
by income and expenses or gains or losses experienced with respect to
assets for any other series of contracts participating in the same or any
other Division of Separate Account B, or constituting any other Separate
Account, or constituting the general account of the Company.
FURTHERMORE, the assets for a series of contracts participating in a
Division of Separate Account B shall not be charged by Bankers Life Company
with any liabilities arising from any other series of contracts issued by
the company participating in the same or from any other Division of
Separate Account B.
<PAGE>
Board Resolution #12434 (passed February 23-24, 1987)
WHEREAS, Board Resolution No. 11315, June 24, 1968, authorized the
establishment and operation of one or more separate accounts for the purpose of
issuing variable annuity contracts entitled to special tax treatment under the
Internal Revenue Code of 1954 as amended, and, pursuant thereto the
establishment of Separate Account B was authorized by Executive Committee
Resolution No. 2000, January 12, 1970, as amended by Executive Committee
Resolution No. 2115, April 12, 1971, and Executive Committee Resolution No.
2927, May 17, 1982;
WHEREAS, the Plan of Operations for Separate Account B provides for
alternative funding for variable annuity contracts participating in Separate
Account B;
NOW, THEREFORE, BE IT RESOLVED, that there are hereby established, for
the purpose of providing alternative funding methods for variable annuity
contracts entitled to special tax treatment under the Internal Revenue Code of
1954, as amended, three separate divisions within Separate Account B, a Common
Stock Division, a Money Market Division and a Government Securities Division.
All income and expenses and all gains or losses, whether or not realized,
experienced with respect to assets for a series of contracts participating in a
Division of Separate Account B shall be credited to or charged against those
assets, unaffected by income and expenses or gains or losses experienced with
respect to assets for any other series of contracts participating in the same or
any other Division of Separate Account B, or constituting any other Separate
Account, or constituting the general account of the Company.
FURTHERMORE, the assets for a series of contracts participating in a
Division of Separate Account B shall not be charged by Principal Mutual Life
Insurance Company with any liabilities arising from any other series of
contracts issued by the Company participating in the same or from any other
Division of Separate Account B.
<PAGE>
MEMORANDUM
November 24, 1993
TO: Dave Drury, Officers, S-6, X7-5921
FROM: Barry Griswell, Ind. Staff, G-13, X7-5749
RE: New Divisions for Separate Account B
In accordance with Principal Mutual Life Insurance Company Board Resolution No.
12503 passed February 22, 1988, I have created the following new division for
Separate Account B to reflect the funding options that will be utilized by the
variable annuity Principal Mutual will issue in the near future:
1. Utilities Division;
2. World Division;
3. Growth Division;
4. Blue Chip Division;
5. Emerging Growth Division;
6. Managed Division; and
7. Bond Division.
In addition, I have directed that the name of the Common Stock Division be
changed to the Capital Accumulation Division.
/s/ J. Barry Griswell
__________________________________
Barry Griswell
BG/srr
dd1124.mem
<PAGE>
Board Resolution #12503 (passed February 22-23, 1988)
RESOLVED, that Board Resolution No. 12057, October 18-19, 1982, is amended
and superseded by the following resolution, and all references in other
resolutions to that resolution, or resolutions which it replaced, are amended to
refer to this superseding resolution:
BE IT RESOLVED, that either the Chief Executive Officer, or the President,
is authorized to designate officers who shall have the power and authority,
acting directly or through other officers and employees to whom they may
delegate the power and authority:
1. To prepare and issue or amend appropriate individual life policies,
annuity contracts, disability and double indemnity riders or contracts,
and settlement option contracts; to determine the appropriate plans of
insurance, contracts, riders, amendments and benefits to be offered; to
determine underwriting practices, including exclusions, restrictions,
amount limits and classification of risks; to determine premiums, fees
or charges, non-forfeiture values, and policy loan rates; to administer
benefit payments; and to make recommendations with respect to dividends
to be paid in connection with such policies or contracts.
2. To prepare and issue or amend appropriate individual health policies or
contracts; to determine the appropriate plans of insurance, contracts,
riders, amendments and benefits to be offered; to determine
underwriting practices, including exclusions, restrictions, amount
limits and classification of risks; to determine premium, fees or
charges and non-forfeiture values; to administer benefit payments; and
to make recommendations with respect to dividends to be paid in
connection with such policies or contracts.
3. To prepare and issue or amend appropriate group policies, contracts,
riders, amendments and other forms, including, but not limited to,
life plans, disability benefit plans, health plans, dental plans,
annuity plans and all other forms of plans, contracts or agreements
pertaining to or utilized in connection with pension, profit sharing
and other deferred compensation plans; to determine the plans and
benefits to be offered which may include coverage on dependents as well
as the participants in the plan; to determine the underwriting
practices, including the exclusions, restrictions, amount limits, and
classification of risks; to determine premiums, fees or charges and
values; to administer benefit payments; and to make recommendations
with respect to dividends to be paid in connection with such policies
or contracts.
4. To prepare, issue or amend appropriate individual or group contracts,
policies or annuities providing for a separate account or accounts and
to establish, maintain, amend and discontinue such account or accounts
as are deemed necessary or advisable.
5. To enter into reinsurance and coinsurance contracts and treaties; to
take such actions as are required to liberalize, restrict or otherwise
change benefits, values and underwriting practices with respect to any
class or classes of persons or policyholders; to cause the general
account or any account maintained by the Company to be segmented for
the purposes of crediting investment results separately to any class or
classes of policyholders; to enter into contracts or agreements wherein
the Company undertakes to provide services of any nature; and to
acquire or cause to be formed insurance companies or other
subsidiaries, the stock of which will be owned directly or indirectly
by the Company.
6. To do those other things deemed necessary or desirable to carry out the
business of Principal Mutual Life Insurance Company within the powers
of the Corporation.
BE IT FURTHER RESOLVED, that either the corporate secretary or the general
counsel is authorized to certify the powers of the corporation and the powers
and authority of the officers or employees.
<PAGE>
Memorandum
DATE: January 20, 1998
TO: Dave Drury, Officers, S-6, X7-5921
FROM: John Aschenbrenner, Ind. Staff, G-12, X7-5927
RE: New Divisions for Separate Account B
CC: Steve Jones, Barry Griswell
Eight new divisions are being added to Principal Flexible Variable Annuity
effective May 1, 1998. In accordance with Principal Mutual life Insurance
Company Board Resolution No. 12503 passed February 22, 1988, I have created the
following divisions for the Variable Life Separate Account to reflect the
funding options that will be utilized by individual variable annuity contracts
issued by Principal Mutual:
1. International SmallCap Division--will invest in shares of the
International SmallCap Account of the Principal Variable Contracts
Fund, Inc. The Account is to be sub-advised by Invista Capital
Management;
2. MicroCap Division--will invest in shares of the MicroCap Account of
the Principal Variable Contracts Fund, Inc. The Account is to be
sub-advised by Goldman Sachs Asset Management;
3. MidCap Growth Division--will invest in shares of the MidCap Growth
Account of the Principal Variable Contracts Fund, Inc. The Account is
to be sub-advised by Dreyfus Corporation;
4. Real Estate Division--will invest in shares of the Real Estate Account
of the Principal Variable Contracts Fund, Inc. The Account is to be
managed by Principal Management Corporation;
5. SmallCap Division--will invest in shares of the SmallCap Account of
the Principal Variable Contracts Fund, Inc. The Account is to be
sub-advised by Invista Capital Management;
6. SmallCap Growth Division--will invest in shares of the SmallCap Growth
Account of the Principal Variable Contracts Fund, Inc. The Account is
to be sub-advised by Berger Associates;
7. SmallCap Value Division--will invest in shares of the SmallCap Value
Account of the Principal Variable Contracts Fund, Inc. The Account is
to be sub-advised by JP Morgan Asset Management;
8. Utilities Division--will invest in shares of the Utilities Account of
the Principal Variable Contracts Fund, Inc. The Account is to be
sub-advised by Invista Capital Management.
In addition, I have directed that the name of the Capital Accumulation Division
be changed to the Capital Value Division; that the name of the World Division be
changed to the International Division; and that the name of the Emerging Growth
Division be changed to the MidCap Division.
/S/ John Aschenbrenner
John Aschenbrenner
<PAGE>
Memorandum
DATE: September 14, 1998
TO: Dave Drury
FROM: John Aschenbrenner, Ind. Staff, G-12, x75927
RE: New Divisions for Separate Account B
CC: Steve Jones, Barry Griswell, Joyce Hoffman
Six new divisions are being added for the Principal Freedom Variable Annuity
effective May 1, 1999. In accordance with Principal Life Insurance Company Board
Resolution No. 12503, passed February 22, 1988, I have created the following
divisions for Separate Account B to reflect the funding options that will be
utilized by individual annuity contracts issued by Principal Life:
1. Blue Chip Division--will invest in shares of the Blue Chip
Account of Principal Variable Contracts Fund, Inc. The
Account is to be sub-advised by Invista Capital Management;
2. LargeCap Growth Division--will invest in shares of the LargeCap
Growth Account of Principal Variable Contracts Fund, Inc. The
Account is to be sub-advised by Janus Capital Corporation;
3. MidCap Value Division--will invest in shares of the MidCap Account
of Principal Variable Contracts Fund, Inc. The Account is to be
sub-advised by Neuberger & Berman Management, Inc.;
4. Stock Index 500 Division--will invest in shares of the Stock Index
500 Account of Principal Variable Contracts Fund, Inc. The Account
is to be sub-advised by Invista Capital Management;
5. American Century VP Income & Growth Division-- will invest in
shares of the American Century Variable Portfolios, Inc. - VP
Income & Growth;
6. Templeton VP Stock Division-- will invest in shares of the
Templeton Variable products Series Fund - Templeton Stock
Fund Class 2.
/s/ John Aschenbrenner
-----------------------------------------
John Aschenbrenner
<PAGE>
Memorandum
DATE: April 23, 1999
TO: Dave Drury
FROM: John Aschenbrenner, Ind. Staff, G-12, x75927
RE: New Divisions for Separate Account B
CC: Ralph Eucher, Barry Griswell, Joyce Hoffman
Five new division are being added to Separate Account B for the Individual SBU's
variable annuities contracts to be effective July 1, 1999. In accordance with
Principal Life Insurance Company Board Resolution No. 12503, passed February 22,
1988, I have created the following divisions for Separate Account B to reflect
the funding options that will be utilized by variable annuity contracts
issued by Principal Life:
1. Fidelity VIP II Contrafund Division - will invest in shares of the Fidelity
VIP II Contrafund Portfolio: Service Class.
2. Fidelity VIP Growth Division - will invest in shares of the Fidelity VIP
Growth Portfolio: Service Class.
3. AIM V.I. Growth Division - will invest in shares of the AIM V.I. Growth
Fund.
4. AIM V.I. Value Division - will invest in shares of the AIM V.I. Value Fund.
5. AIM V.I. Growth and Income Division - will invest in shares of the AIM V.I.
Growth and Income Fund.
/s/John Aschenbrenner
John Aschenbrenner
<PAGE>
Memorandum
DATE: June 22, 2000
TO: Barry Griswell
FROM: Bob Slepicka, Ind. Staff, G-13, x22558
RE: New Divisions and a Division Name Change for Separate Account B
CC: Dave Drury, Ralph Eucher, Joyce Hoffman, Jean Schustek, Wendy Winders
Four new divisions are being added to Separate Account B for the Individual
SBU's variable annuities contracts to be effective November 20, 2000. In
accordance with Principal Life Insurance Company Board Resolution No. 12503,
passed February 22, 1988, I have created the following divisions for Separate
Account B to reflect the funding options that will be utilized by individual
annuity contracts issued by Principal Life Insurance Company.
1. LargeCap Growth Equity Division -- will invest in shares of the LargeCap
Growth Equity Account of Principal Variable Contracts Fund, Inc. The
account is to be sub-advised by Duncan-Hurst Capital Management Inc.
2. MidCap Growth Equity Division - will invest in shares of the MidCap Growth
Equity Account of Principal Variable Contracts Fund, Inc. The Account is to
be sub-advised by Turner Investment Partners, Inc.
3. International Emerging Markets Division -- will invest in shares of the
International Emerging Markets Account of Principal Variable Contracts
Fund, Inc. The Account is to be sub-advised by Invista Capital Management,
LLC.
4. Janus Aspen Aggressive Growth Division -- will invest in shares of the
Janus Aspen Series - Aggressive Growth Portfolio: Service Class.
In addition, I have directed that the name of the Stock Index 500 Division be
changed to the LargeCap Stock Index Division (the name of its corresponding
Account will be changed to be the LargeCap Stock Index Account of the Principal
Variable Contracts Fund, Inc.).
/s/ Bob Slepicka
-----------------------------------------
Bob Slepicka
