WRITTEN CONSENT OF THE
                              BOARD OF DIRECTORS OF
                       TRANSAMERICA LIFE INSURANCE COMPANY

                                  June 13, 2008

The undersigned, being all of the Directors of Transamerica Life Insurance
Company, an Iowa corporation (hereafter referred to as the "Company"), acting as
authorized in Section 490.821 of the Iowa Business Corporation Act and Article
II, Section 8, of the Company's Bylaws, HEREBY ADOPT, unanimously, the following
resolutions by Written Consent and authorize the actions therein to be taken by
the Company upon the filing of the Written Consent in the Minute Book of the
Company:


         RESOLVED, that the Board of Directors of the Company hereby approves
         the terms and form, in substantially the form which attached hereto and
         made a part of this Written Consent, of the Plan of Merger by and
         between Transamerica Occidental Life Insurance Company ("TOLIC") and
         Transamerica Life Insurance Company ("TLIC"), wherein TLIC will be the
         surviving corporation, and that the effective date of the merger will
         be October 1, 2008, or such later date as the appropriate regulatory
         authorities have approved such merger.

         FURTHER RESOLVED, that the Plan of Merger be submitted and recommended
         for approval to the sole shareholder of the Company.

         FURTHER RESOLVED, that the officers of the Company be and they are
         hereby authorized to take such actions and execute such documents as
         they may deem necessary to effectuate the aforestated Agreement.

                         -----------------------------

         WHEREAS, it will be necessary to execute and file certain documents
         with the various state insurance departments to reflect the
         aforementioned merger; and

         WHEREAS,  the  Company  desires  to avoid  having  to  adopt  separate
         individual resolutions for each state in the future.

         NOW, THEREFORE, BE IT RESOLVED, that the President or any Vice
         President and the Secretary or any Assistant Secretary of the Company
         be and they are hereby authorized to execute and file any such
         documents which are required to be filed with any state insurance
         department in connection with the merger of TOLIC into TLIC; and




<PAGE>


         FURTHER RESOLVED, that, if with respect to any state insurance
         department, a prescribed form of resolution or resolutions is required
         to be adopted by the Board of Directors, each such resolution shall be
         deemed to have been and hereby is adopted by this Written Consent; and
         the Secretary or an Assistant Secretary of the Company is hereby
         authorized to certify the adoption of all such resolutions as though
         such resolutions were now presented to and adopted by this Written
         Consent.


This Written Consent may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Written Consent.

IN WITNESS WHEREOF, the undersigned have executed this Written Consent of the
Board of Directors of Transamerica Life Insurance Company as of the date first
hereinabove set forth.


/s/ Brenda K. Clancy                /s/ Arthur C. Schneider
    Brenda K. Clancy                    Arthur C. Schneider

/s/ Kenneth Kilbane                /s/ Craig D. Vermie
    Kenneth Kilbane                    Craig D. Vermie

/s/ Mark W. Mullin
    Mark W. Mullin

<PAGE>
                               ARTICLES OF MERGER
                                       OF
                       TRANSAMERICA LIFE INSURANCE COMPANY
                               AN IOWA CORPORATION
                                       AND
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                              AN IOWA CORPORATION.


Pursuant to the provisions of Section 490.1102 of the Iowa Business Corporation
Act, Transamerica Life Insurance Company, an Iowa corporation (TLIC), hereby
merges Transamerica Occidental Life Insurance Company, an Iowa corporation
(`TOLIC') into TLIC on the following terms and conditions:

          1.   TLIC and TOLIC are hereby merged in accordance with the terms of,
               and in the  manner  set  forth in,  the Plan of  Merger  attached
               hereto  as  Exhibit  A  and  incorporated   herein  by  reference
               effective October 1, 2008. The name of the surviving  corporation
               is  "Transamerica  Life  Insurance  Company".   The  Articles  of
               Incorporation   of  TLIC  shall   continue  as  the  Articles  of
               Incorporation of the surviving corporation.

          2.   The Plan of Merger  was  approved  by  resolution  adopted by the
               Boards of Directors of TLIC and TOLIC and by  resolution  adopted
               by the  Shareholders of TLIC and TOLIC and the performance of its
               terms were duly  authorized by all action required by the laws of
               the State of Iowa and by the articles of  incorporation  of TOLIC
               and TLIC.

          3.   TOLIC has Common Stock  outstanding,  par value $12.50 per share,
               all of which are owned by  Transamerica  International  Holdings,
               Inc. and Voting Preferred Stock outstanding, par value $12.50 per
               share, all of which are owned by Transamerica Corporation.  There
               are no  shares  of any  other  class  of  capital  stock of TOLIC
               outstanding.

          4.   TLIC has Common  Stock  outstanding,  par value $10.00 per share,
               alt of which are owned by Transamerica  Occidental Life Insurance
               Company,  and Series B  Preferred  Stock  outstanding,  par value
               $10.00 per share, aD of which are owned by AEGON USA, LLC.

          5.   The executed Plan of Merger is on file at the principal  place of
               business of TLIC,  4333  Edgewood  Road NE,  Cedar  Rapids,  Iowa
               52499.



<PAGE>



         CORPORATE SEAL                           TRANSAMERICA LIFE
         Attest:                                  INSURANCE COMPANY


         /s/Craig D. Vermie                       /s/Brenda K. Clancy

         Craig D. Vermie                             Brenda K. Clancy
         Secretary                                   President    Date: 7-2-08


         CORPORATE SEAL                           TRANSAMERICA OCCIDENTAL
         Attest:                                  LIFE INSURANCE COMPANY

         Craig D. Vermie                          James M. Flewellen
         Secretary                                President      Date:




         STATE OF IOWA     )
                                    ) ss
         COUNTY OF LINN    )

                  I, /s/LUANN ROBY, a Notary Public, do hereby certify that on
         July 2, 2008, personally appeared before me Brenda K. Clancy, who being
         by me first duly sworn, declared that she is the President of
         Transamerica Life Insurance Company, that she signed the foregoing
         document as President of the corporation, and that the statements
         therein contained are true.

         (Notarial Seal)                        /s/ LUANN ROBY
                                                ----------------------
                                                Notary Public
                                                My Commission Expires:  4-8-2010

         STATE OF CALIFORNIA        )
                                    ) ss
         COUNTY OF LOS ANGELES      )


         I, _______________, a Notary Public, do hereby certify that on
____________, 2008, personally appeared before me James M. Flewellen, who being
by me first duty sworn, declared that he is the President of Transamerica
Occidental Life Insurance Company, that he signed the foregoing document as
President of the corporation, and that the statements therein contained are
true.


<PAGE>


         CORPORATE SEAL                                 TRANSAMERICA LIFE
         Attest:                                        INSURANCE COMPANY

         Craig D. Vermie                                Brenda K. Clancy
         Secretary                                      President     Date:


         CORPORATE SEAL                                 TRANSAMERICA OCCIDENTAL
         Attest:                                        LIFE INSURANCE COMPANY

         /s/Craig D. Vermie                             /s/James M. Flewellen

         Craig D. Vermie                                James M. Flewellen
         Secretary                                      President Date: 6-27-08




         STATE OF IOWA     )
                                    ) ss
         COUNTY OF LINN    )

                  I, _____________, a Notary Public, do hereby certify that
         on__________, 2008, personally appeared before me Brenda K. Clancy, who
         being by me first duly sworn, declared that she is the President of
         Transamerica Life Insurance Company, that she signed the foregoing
         document as President of the corporation, and that the statements
         therein contained are true.

         (Notarial Seal)                         __________________________
                                                    Notary Public
                                                     My Commission Expires:

         STATE OF CALIFORNIA       )
                                   ) ss
         COUNTY OF LOS ANGELES     )


         I, /s/DORIS MOTHERSPAW, a Notary Public, do hereby certify that on JUNE
27, 2008, personally appeared before me James M. Flewellen, who being by me
first duty sworn, declared that he is the President of Transamerica Occidental
Life Insurance Company, that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.

         (Notarial Seal)                 /s/DORIS MOTHERSPAW
                                           Notary Public
                                My Commission Expires:  May 29, 2010


<PAGE>


                                 PLAN OF MERGER
                                       OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
                               AN IOWA CORPORATION
                                      INTO
                       TRANSAMERICA LIFE INSURANCE COMPANY
                               AN IOWA CORPORATION


         1. The name of the corporation to be merged is Transamerica Occidental
Life Insurance Company ("TOLIC"), an Iowa corporation incorporated on June 30,
1906. The name of the corporation into which TOLIC will merge is Transamerica
Life Insurance Company ("TLIC"), an Iowa corporation incorporated on April 14,
1961.

         2. TOLIC has Common Stock outstanding, par value of $12.50 each, all of
which are owned by Transamerica International Holdings, Inc. ("TIHI"), and
Voting Preferred Stock outstanding, par value of $12.50 each, all of which are
owned by Transamerica Corporation. TLIC has Common Stock outstanding par value
of $10.00 each, all of which owned by AEGON USA, LLC. TLIC, TOLIC, TIHI,
Transamerica Corporation and AEGON USA, LLC are affiliated corporations within
the same insurance holding company system.

         3. The name of the surviving corporation shall be "Transamerica Life
Insurance Company". The Articles of Incorporation of TLIC shall continue as the
Articles of Incorporation of the surviving corporation. The Bylaws of TLC shall
continue as the Bylaws of the surviving corporation.

         4. The officers and board of directors of TLIC shall continue in office
until their successors are duly elected and qualified under the provisions of
the Bylaws of TLIC.

         5. This merger of TOLIC with and into TLIC is intended to be a tax-free
reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code of
1986.

                  TOLIC stock shall be deemed cancelled by operation of law.
Therefore, in exchange for its agreement to merge TOLIC into TLIC, TIHI shall
receive TLIC Common Stock equal in value to the fair market value of the TOLIC
Common Stock that is deemed cancelled and Transamerica Corporation shall receive
Series B Preferred Stock from TLIC equal in value to the fair market value of
the TOLIC Voting Preferred Stock that is deemed cancelled.

     6. The merger shall become effective on October 1, 2008, or such later date
when the  necessary  regulatory  approvals  have been  obtained,  including  the
approval of the Iowa Insurance Division.

<PAGE>


         CORPORATE SEAL                       TRANSAMERICA LIFE
         Attest:                              INSURANCE COMPANY


         /s/Craig D. Vermie                   /s/Brenda K. Clancy

         Craig D. Vermie                        Brenda K. Clancy
         Secretary                              President   Date: 7-2-08


         CORPORATE SEAL                       TRANSAMERICA OCCIDENTAL
         Attest:                              LIFE INSURANCE COMPANY

         Craig D. Vermie                       James M. Flewellen
         Secretary                             President      Date:




         STATE OF IOWA     )
                           ) ss
         COUNTY OF LINN    )

                  I, /s/LUANN ROBY, a Notary Public, do hereby certify that on
         July 2, 2008, personally appeared before me Brenda K. Clancy, who being
         by me first duly sworn, declared that she is the President of
         Transamerica Life Insurance Company, that she signed the foregoing
         document as President of the corporation, and that the statements
         therein contained are true.

         (Notarial Seal)                     /s/ LUANN ROBY
                                             ----------------------
                                             Notary Public
                                             My Commission Expires:  4-8-2010

         STATE OF CALIFORNIA        )
                                    ) ss
         COUNTY OF LOS ANGELES      )


         I, _______________, a Notary Public, do hereby certify that on
____________, 2008, personally appeared before me James M. Flewellen, who being
by me first duty sworn, declared that he is the President of Transamerica
Occidental Life Insurance Company, that he signed the foregoing document as
President of the corporation, and that the statements therein contained are
true.


<PAGE>


          CORPORATE SEAL                       TRANSAMERICA LIFE
         Attest:                               INSURANCE COMPANY

         Craig D. Vermie                       Brenda K. Clancy
         Secretary                             President      Date:


         CORPORATE SEAL                        TRANSAMERICA OCCIDENTAL
         Attest:                               LIFE INSURANCE COMPANY

         /s/Craig D. Vermie                    /s/James M. Flewellen

         Craig D. Vermie                        James M. Flewellen
         Secretary                              President      Date: 6-27-08




         STATE OF IOWA     )
                                    ) ss
         COUNTY OF LINN    )

                  I, _____________, a Notary Public, do hereby certify that
         on__________, 2008, personally appeared before me Brenda K. Clancy, who
         being by me first duly sworn, declared that she is the President of
         Transamerica Life Insurance Company, that she signed the foregoing
         document as President of the corporation, and that the statements
         therein contained are true.

         (Notarial Seal)                     __________________________
                                                     Notary Public
                                                     My Commission Expires:

         STATE OF CALIFORNIA        )
                                    ) ss
         COUNTY OF LOS ANGELES      )


         I, /s/DORIS MOTHERSPAW, a Notary Public, do hereby certify that on JUNE
27, 2008, personally appeared before me James M. Flewellen, who being by me
first duty sworn, declared that he is the President of Transamerica Occidental
Life Insurance Company, that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.

         (Notarial Seal)               /s/DORIS MOTHERSPAW
                                          Notary Public
                              My Commission Expires:  May 29, 2010


<PAGE>



                       COMMISSION CERTIFICATE OF APPROVAL

Pursuant to the relevant provisions of the Iowa Code, the undersigned approve
the Articles of Merger of Transamerica Occidental Life Insurance Company and
Transamerica Life Insurance Company (effective October 1, 2008).



SUSAN E. VOSS                                        THOMAS E. MILLER
Iowa Insurance Commissioner                          Iowa Attorney General


/s/JAMES N. ARMSTRONG                                /s/JEANIE KUNKLE VAUDT
JAMES N. ARMSTRONG                                   JEANIE KUNKLE VAUDT
Deputy Insurance Commissioner                        Assistant Attorney General


Date: 7-8-08                                                   Date:  7-8-08




<PAGE>


STATE OF IOWA
Secretary of State Office
I hereby certify that this is a true and complete document(s) to which the seal
is affixed as filed in this office beginning 9 day of July, 2008 to and
including he date below.

                                    DATED:  July 11, 2008

                                            /s/MICHAEL A. MAURO

                                               Michael A. Mauro
                                               Secretary of State