EXECUTIVE COMMITTEE ACTION
Published on
Exhibit (a)(3)(c)
PRUCO LIFE INSURANCE COMPANY
Action by Executive Committee of
Board of Directors by Unanimous Consent
Pursuant to Section 4.12 of Article IV of the By-Laws of Pruco Life
Insurance Company, an Arizona corporation, and pursuant to Section 10-044 of the
Arizona General Corporation Law, the undersigned, being, or acting for all of
the regular members of the Executive Committee of the Board of Directors of such
Company, hereby consent to and adopt the following resolution:
Establishment of Separate Account
RESOLVED, that the Company hereby establishes, pursuant to Section 20-651
of the Arizona Insurance Code, a "non-unitized" separate account to be designed
initially as the "Pruco Life Modified Guaranteed Annuity Account" (hereinafter
in these resolutions referred to as the "Account") and
FURTHER RESOLVED, that the Company shall receive and hold in the Account
amounts arising from (i) purchase payments received made pursuant to certain
modified guaranteed annuity contracts (hereinafter in these resolutions referred
to as "Contract") of the Company and (ii) such assets of the Company as the
proper officers of the Company may deem prudent and appropriate to have invested
in the same manner as the assets applicable to its reserve liability under the
Contracts and lodged in the Account, and such amounts and the dividends,
interest and gains produced thereby shall be invested and reinvested, subject to
the investment laws applicable to the Company's general asset account; and
FURTHER RESOLVED, that the Company, shall sell the Contracts as securities
and that the proper officers of the Company shall be and they hereby are
authorized to sign and file, or cause to be filed, with the Securities and
Exchange Commission, on behalf of the Company, as insurer, a registration
statement, including the financial statements and schedules, exhibits and form
of prospectus required as a part thereof , for the registration of the offering
and sale of such Contracts under the Securities Act of 1933 (hereinafter in
these resolutions referred to as "Securities Act Registration") and to pay the
registration fees required in connection therewith; and
FURTHER RESOLVED, that the proper officers of the Company are authorized
and directed to sign and file, or cause to be filed, such amendment or
amendments of such Securities Act Registration as they may find necessary or
advisable from time to time; and
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FURTHER RESOLVED, that the signature of any director or officer required
by law to affix his signature to such Securities Act Registration, or to any
amendment thereof, may be affixed by said director or officer personally, or by
an attorney-in-fact duly constituted in writing by said director or officer to
sign his name thereto; and
FURTHER RESOLVED, that the Senior Vice President and General Counsel of
the Company is appointed agent of the Company to receive any and all notices and
communications from the Securities and Exchange Commission relating to such
Securities Act Registration and any and all amendments thereof, and
FURTHER RESOLVED, that the proper officers of the Company be and they
hereby are authorized to take whatever steps may be necessary or desirable to
comply with such of the laws and regulations of the several states as may be
applicable to the sale of the Contracts; and
FURTHER RESOLVED, that the proper officers of the Company be and they
hereby are authorized, in the name and on behalf of the Company, to execute and
deliver such corporate documents and certificates and to take such further
action as may be necessary or desirable, including, but not limited to, the
payment of applicable fees, in order to effectuate the purposes of the foregoing
resolutions or any of them.
25 September, 1990
/s/_____________________________
Robert P. Hill
/s/_____________________________
Joseph J. Melone
/s/_____________________________
Edward P. Baird
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