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                     FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                                Worcester, Massachusetts

                                     ***************

At a regular meeting of the Board of Directors of First Allmerica Financial
Life Insurance Company held on June 13, 1996, a quorum present, it was:

VOTED: That pursuant to the provisions of Section 132F and Section 132G
       of Chapter 175 of the Massachusetts General Laws, the appropriate
       officers of the Company are hereby authorized to establish from
       time-to-time and to maintain one or more separate accounts
       (collectively, "Separate Accounts") independent and apart from the
       Company's general investment account for the purpose of providing for
       the issuance by the Company of such Contracts as may  be determined
       from time-to-time;

       That separate investment divisions ("Sub-Accounts") may be established
       within each Separate Account to which net payments may be allocated in
       accordance with the terms of the relevant Contracts, and that the
       appropriate officers of the Company be and hereby are authorized to
       increase or decrease the number of Sub-Accounts in a Separate Account,
       as may be deemed necessary or appropriate from time-to-time;

       That in accordance with the terms of the relevant Contracts, the
       portion of the assets of each such Separate Account equal to the
       separate account reserves and other contract liabilities shall not be
       chargeable with liabilities arising out of any other business the
       Company may conduct;

       That the income and gains and losses, whether or not realized, from
       assets allocated to a Separate Account shall be credited to or charged
       against such Separate Account without regard to other income, gains or
       losses of the Company or any other Separate Account, and that the
       income and gains and losses, whether or not realized, from assets
       allocated to each Sub-Account of a Separate Account shall be credited
       to or charged against such Sub-Account without regard to other income,
       gains or losses of the Company, any other Sub-Account or any other
       Separate Account;

       That the appropriate officers of the Company are authorized to
       determine investment objectives and appropriate underwriting criteria,
       investment management policies and other requirements necessary or
       desirable for the operation and management of each of the Company's
       Separate Accounts and Sub-Accounts thereof; provided, however, that if
       a Separate Account is registered with the Securities and Exchange
       Commission as a unit investment trust, each such Sub-Account thereof
       shall invest only in the shares of a single investment company or a
       single series or portfolio of an investment company organized as a
       series fund pursuant to the Investment Company Act of 1940;

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       That the appropriate officers of the Company be and they hereby are
       authorized to deposit such amounts in a Separate Account and the
       Sub-Accounts thereof as may be necessary or appropriate to facilitate
       the commencement of operations;

       That the appropriate officers of the Company be and they hereby are
       authorized to transfer funds from time-to-time between the Company's
       general account and the Separate Accounts as deemed necessary or
       appropriate and consistent with the terms of the relevant Contracts;

       That the appropriate officers of the Company be and they hereby are
       authorized to change the name or designation of a Separate Account and
       Sub-Accounts thereof to such other names or designations as they may
       deem necessary or appropriate;

       That the appropriate officers of the Company, with such assistance from
       the Company's auditors, legal counsel and independent consultants, or
       others as they may require, are hereby severally authorized to take all
       appropriate action, if in their discretion deemed necessary, to: (a)
       register the Separate Accounts under the Investment Company Act of
       1940, as amended; (b) register the relevant Contracts in such amounts,
       which may be an indefinite amount, as the appropriate officers of the
       Company shall from time-to-time deem appropriate under the Securities
       Act of 1933; (c) to claim exemptions from registration of a Separate
       Accounts and/or the relevant Contracts, if appropriate; and (d) take
       all other actions which are necessary in connection with the offering
       of the Contracts for sale and the operation of the  Separate Accounts
       in order to comply with the Investment Company Act of 1940, the
       Securities Exchange Act of 1934, the Securities Act of 1933, and other
       applicable federal laws, including the filing of any amendments to
       registration statements, any undertakings, any applications for
       exemptions from the Investment Company Act of 1940 or other applicable
       federal laws, and the filing of any documents necessary to claim or to
       maintain such exemptions, as the appropriate officers of the Company
       shall deem necessary or appropriate;

       That the Secretary and Counsel is hereby appointed as agent for service
       under any such registration statement and is duly authorized to receive
       communications and notices from the Securities and Exchange Commission
       with respect thereto and to exercise the powers given to such agent in
       the rules and regulations of the Securities and Exchange Commission
       under the Securities Act of 1933, the Securities Exchange Act of 1934,
       or the Investment Company Act of 1940;

       That the appropriate officers of the Company are hereby authorized to
       establish procedures under which the Company will institute procedures
       for providing voting rights for owners of such Contracts with respect
       to securities owned by the Separate Accounts;

       That the appropriate officers of the Company are hereby authorized to
       execute such agreement or agreements as deemed necessary and
       appropriate (i) with Allmerica

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       Investments, Inc., or other qualified entity under which Allmerica
       Investments, Inc., or other such entity, will be appointed principal
       underwriter and distributor for the Contracts, (ii) with one or more
       qualified banks or other qualified entities to provide administrative
       and/or custodial services in connection with the establishment and
       maintenance of the Separate Accounts and the design, issuance and
       administration of the Contracts;

       That, since it is anticipated that the Separate Accounts will invest in
       securities,  the appropriate officers of the Company are hereby
       authorized to execute such agreement or agreements as may be necessary
       or appropriate to enable such investments to be made;

       That the appropriate officers of the Company, and each of them, are
       hereby authorized to execute and deliver all such documents and papers
       and to do or cause to be done all such acts and things as they may deem
       necessary or desirable to carry out the foregoing votes and the intent
       and purposes thereof.

                                          ***

IN WITNESS WHEREOF, I set my hand and the seal of the Company, this 6th
day of September, 2000.

                                                /s/ Charles F. Cronin,________
                                                    Charles F. Cronin, Secretary