POS AM

     As Filed with the Securities and Exchange Commission on April 4, 2014

                              File No. 333-180372

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-1
                       POST-EFFECTIVE AMENDMENT NO. 2 TO
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          LINCOLN BENEFIT LIFE COMPANY
             (Exact name of Registrant as Specified in its Charter)

          Nebraska                    6300                   470221457
      (State or other          (Primary Standard          (I.R.S. Employer
      jurisdiction of              Industrial           Identification No.)
      incorporation or        Classification Code
       organization)                Number)

                  2940 South 84th St., Lincoln, Nebraska 68506
                                 1-800-525-9287
              (Address of registrant's principal executive offices)

                                  ROBYN WYATT
                          LINCOLN BENEFIT LIFE COMPANY
                               2940 South 84th St.
                                LINCOLN, NE 68506
                                 1-800-525-9287
                           (Name of agent for service)

Approximate date of commencement of proposed sale to the Public: As soon as
practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]

Non-accelerated filer [X] (Do not check if a smaller reporting company)

Smaller reporting company [ ]

CALCULATION OF REGISTRATION FEE

                                     Proposed maximum   Proposed maximum
Title of securities   Amount to be    offering price   aggregate offering      Amount of
to be registered     registered (1)      per unit           price (1)      registration fee (2)
-------------------  --------------  ----------------  ------------------  --------------------
Deferred annuity       $        N/A     $        (1)     $            N/A    $             N/A
interests and
participating
interests therein

(1) The Contract does not provide for a predetermined amount or number of units.

(2) By filing dated March 27, 2012, Lincoln Benefit Life Company registered
    $2,000,000 ($2 million) in market value adjusted annuity contract securities
    and paid a filing fee of $229.20 therefor. In this Registration Statement,
    Registrant continues that offering.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

Neither the Securities and Exchange Commission nor any State securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

Allstate Distributors, LLC ("ADLLC") serves as distributor of the securities
registered herein. The securities offered herein are sold on a continuous basis,
and there is no specific end date for the offering. ADLLC is a wholly owned
subsidiary of Allstate Life Insurance Company. ADLLC is a registered broker
dealer under the Securities and Exchange Act of 1934, as amended, and is a
member of the Financial Industry Regulatory Authority. ADLLC is not required to
sell any specific number or dollar amount of securities, but will use its best
efforts to sell the securities offered. Commissions earned by ADLLC are
described in the notes to the insurer financial statements, under the heading
"Broker-Dealer Agreements."  The prospectuses, dated as of the date indicated
therein, by which the securities registered in this Form S-1 are described, are
included in this registration statement.

LINCOLN BENEFIT LIFE COMPANY

Supplement Dated May 1, 2014

To the following Prospectuses, as supplemented

CONSULTANT SOLUTIONS (CLASSIC, PLUS, ELITE, SELECT) PROSPECTUS DATED MAY 1, 2014

CONSULTANT I PROSPECTUS DATED MAY 1, 2014

LBL ADVANTAGE PROSPECTUS DATED MAY 1, 2004

CONSULTANT II PROSPECTUS DATED MAY 1, 2004

PREMIER PLANNER PROSPECTUS DATED MAY 1, 2004

The following information supplements the prospectus for your variable annuity contract issued by Lincoln Benefit Life Company.

SUPPLEMENTAL INFORMATION

ABOUT LINCOLN BENEFIT LIFE COMPANY

INDEX

		Page
Item 3(c)	Risk Factors		1
Item 11(a)	Description of Business		9
Item 11(b)	Description of Property		10
Item 11(c)	Legal Proceedings		10
Item 11(e)	Financial Statements and Notes to Financial Statements		10
Item 11(f)	Selected Financial Data		43
Item 11(h)	Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Item 11(i)	Changes in or Disagreements with Accountants		57
Item 11(j)	Quantitative and Qualitative Disclosures About Market Risk		57
Item 11(k)	Directors and Executive Officers		57
Item 11(l)	Executive Compensation		58
Item 11(m)	Security Ownership of Certain Beneficial Owners and Management		87
Item 11(n)	Transactions with Related Persons, Promoters and Certain Control Persons		89
Other Information			92

Item 3(c). Risk Factors

Lincoln Benefit Life Risk Factors

This document contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. These statements may address, among other things, our strategy for growth, product development, investment results, regulatory approvals, market position, expenses, financial results, litigation and reserves. We believe that these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements.

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In addition to the normal risks of business, we are subject to significant risks and uncertainties, including those listed below, which apply to us as an insurer and a provider of other products and financial services. These risks constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995 and readers should carefully review such cautionary statements as they identify certain important factors that could cause actual results to differ materially from those in the forward-looking statements and historical trends. These cautionary statements are not exclusive and are in addition to other factors discussed elsewhere in this document, in our filings with the SEC or in materials incorporated therein by reference.

Changes in actual experience could materially affect the profitability of our business

Our product pricing includes long-term assumptions regarding investment returns, mortality, morbidity, persistency and operating costs and expenses of our business. We establish target returns for each product based upon these factors and the average amount of capital that we must hold to support in-force contracts taking into account rating agencies and regulatory requirements. Profitability emerges over a period of years depending on the nature and life of the product and is subject to variability as actual results may differ from pricing assumptions. Additionally, many of our products have fixed or guaranteed terms that limit our ability to increase revenues or reduce benefits, including credited interest, once the product has been issued.

Our profitability depends on the adequacy of investment spreads, the management of market and credit risks associated with investments, the sufficiency of premiums and contract charges to cover mortality and morbidity benefits, the persistency of policies to ensure recovery of acquisition expenses, and the management of operating costs and expenses within anticipated pricing allowances. Legislation and regulation of the insurance marketplace and products could also affect the profitability of our business.

Changes in reserve estimates may adversely affect our operating results

The reserve for life-contingent contract benefits is computed on the basis of long-term actuarial assumptions of future investment yields, mortality, morbidity, persistency and expenses. We periodically review the adequacy of these reserves on an aggregate basis and if future experience differs significantly from assumptions, adjustments to reserves may be required which could have a material effect on our operating results.

Changes in market interest rates may lead to a significant decrease in the profitability of our spread-based products

Our ability to manage our fixed annuities is dependent upon maintaining profitable spreads between investment yields and interest crediting rates. When market interest rates decrease or remain at relatively low levels, proceeds from investments that have matured or have been prepaid or sold may be reinvested at lower yields, reducing investment spread. Lowering interest crediting rates on some products in such an environment can partially offset decreases in investment yield. However, these changes could be limited by market conditions, regulatory minimum rates or contractual minimum rate guarantees on many contracts and may not match the timing or magnitude of changes in investment yields. Decreases in the interest crediting rates offered on products could make those products less attractive, leading to changes in the level of policy loans, surrenders and withdrawals. Non-parallel shifts in interest rates, such as increases in short-term rates without accompanying increases in medium- and long-term rates, can influence customer demand for fixed annuities, which could impact the level and profitability of new customer deposits. Increases in market interest rates can also have negative effects on our business, for example by increasing the attractiveness of other investments to our customers, which can lead to increased surrenders at a time when our fixed income investment asset values are lower as a result of the increase in interest rates. This could lead to the sale of fixed income securities at a loss. For certain products, principally fixed annuity and interest-sensitive life products, the earned rate on assets could lag behind rising market yields. We may react to market conditions by increasing crediting rates, which could narrow spreads and reduce profitability on our business.

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Changes in estimates of profitability on interest-sensitive life, fixed annuities and other investment products may adversely affect our profitability and financial condition through the amortization of DAC

DAC related to interest-sensitive life, fixed annuities and other investment contracts is amortized in proportion to actual historical gross profits and estimated future gross profits (“EGP”) over the estimated lives of the contracts. The principal assumptions for determining the amount of EGP are mortality, persistency, expenses, investment returns, including capital gains and losses on assets supporting contract liabilities, interest crediting rates to contractholders, and the effects of any hedges. Updates to these assumptions (commonly referred to as “DAC unlocking”) could adversely affect our profitability and financial condition.

We may not be able to mitigate the capital impact associated with statutory reserving requirements, potentially resulting in a return on equity below priced levels

To support statutory reserves for certain term and universal life insurance products with secondary guarantees, we currently utilize reinsurance and capital markets solutions for financing a portion of our statutory reserve requirements deemed to be non-economic. If we are not able to maintain sufficient financing as a result of market conditions or otherwise, this could result in a return on equity below priced levels.

Changes in tax laws may decrease the profitability of our products

Under current federal and state income tax law, certain of our products, primarily life insurance and annuities, receive favorable tax treatment. This favorable treatment may give certain of our products a competitive advantage over noninsurance products. Congress and various state legislatures from time to time consider legislation that would reduce or eliminate the favorable policyholder tax treatment currently applicable to life insurance and annuities. Congress and various state legislatures also consider proposals to reduce the taxation of certain products or investments that may compete with life insurance or annuities. Legislation that increases the taxation on insurance products or reduces the taxation on competing products could lessen the advantage or create a disadvantage for certain of our products making them less competitive. Such proposals, if adopted, could have a material effect on our profitability and financial condition and could result in the surrender of some existing contracts and policies. In addition, changes in the federal estate tax laws could negatively affect the demand for the types of life insurance used in estate planning.

Our recent acquisition and further acquisitions by Resolution Life, Inc. could be disruptive to our operations

On April 1, 2014, Resolution Life, Inc. acquired all of our outstanding common stock from Allstate Life Insurance Company. The acquisition could subject our operations to risks and uncertainties that could have a material adverse effect on our financial condition and results of operations. Resolution Life, Inc. intends to acquire additional runoff books of business from unrelated insurers and may seek to combine portions of the related operations with ours to recognize efficiencies. The risks and uncertainties related to these transactions include, but are not limited to:

• unanticipated difficulties and expenditures resulting from the transactions;

• disruption of current plans and operations caused by the closing of the transactions and the transition to new management and service providers over time;

• diversion of management time and focus from operating our business to addressing transaction integration challenges; and

• the response of customers, agents and competitors to the closing of the transactions.

Our failure to address these risks could cause us to incur unanticipated liabilities, impose harmful disruptions to our customer service operations and harm our business generally.

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Risks Relating to Investments

We are subject to market risk and declines in credit quality which may adversely affect investment income and cause realized and unrealized losses

We are subject to the risk that we will incur losses due to adverse changes in interest rates or credit spreads. Adverse changes to these rates and spreads may occur due to changes in fiscal policy and the economic climate, the liquidity of a market or market segment, insolvency or financial distress of key market makers or participants, or changes in market perceptions of credit worthiness and/or risk tolerance.

We are subject to risks associated with potential declines in credit quality related to specific issuers or specific industries and a general weakening in the economy, which are typically reflected through credit spreads. Credit spread is the additional yield on fixed income securities above the risk-free rate (typically referenced as the yield on U.S. Treasury securities) that market participants require to compensate them for assuming credit, liquidity and/or prepayment risks. Credit spreads vary (i.e. increase or decrease) in response to the market’s perception of risk and liquidity in a specific issuer or specific sector and are influenced by the credit ratings, and the reliability of those ratings, published by external rating agencies. A decline in the quality of our investment portfolio as a result of adverse economic conditions or otherwise could cause additional realized and unrealized losses on securities.

A decline in market interest rates or credit spreads could have an adverse effect on our investment income as we invest cash in new investments that may earn less than the portfolio’s average yield. In a declining interest rate environment, borrowers may prepay or redeem securities more quickly than expected as they seek to refinance at lower rates. An increase in market interest rates or credit spreads could have an adverse effect on the value of our investment portfolio by decreasing the fair values of the fixed income securities that comprise a substantial majority of our investment portfolio.

Concentration of our investment portfolio in any particular segment of the economy may have adverse effects on our operating results and financial condition

The concentration of our investment portfolio in any particular industry, collateral type, group of related industries, geographic sector or risk type could have an adverse effect on our investment portfolio and consequently on our results of operations and financial condition. Events or developments that have a negative impact on any particular industry, group of related industries or geographic region may have a greater adverse effect on the investment portfolio to the extent that the portfolio is concentrated rather than diversified.

The determination of the amount of realized capital losses recorded for impairments of our investments is subjective and could materially impact our operating results and financial condition

The determination of the amount of realized capital losses recorded for impairments vary by investment type and is based on our ongoing evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. We update our evaluations regularly and reflect changes in other-than-temporary impairments in our results of operations. The assessment of whether other-than-temporary impairments have occurred is based on our case-by-case evaluation of the underlying reasons for the decline in fair value. Our conclusions on such assessments are judgmental and include assumptions and projections of future cash flows which may ultimately prove to be incorrect as assumptions, facts and circumstances change. Furthermore, historical trends may not be indicative of future impairments and additional impairments may need to be recorded in the future.

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Deteriorating financial performance impacting securities collateralized by residential and commercial mortgage loans, collateralized corporate loans, and commercial mortgage loans may lead to write-downs and impact our results of operations and financial condition

Changes in residential or commercial mortgage delinquencies, loss severities or recovery rates, declining residential or commercial real estate prices, corporate loan delinquencies or recovery rates, changes in credit or bond insurer strength ratings and the quality of service provided by service providers on securities in our portfolio could lead us to determine that write-downs are necessary in the future.

The impact of our investment strategies may be adversely affected by developments in the financial markets

The impact of our investment management strategies may be adversely affected by unexpected developments in the financial markets. For example, derivative contracts may result in coverage that is not as effective as intended thereby leading to the recognition of losses without the recognition of gains expected to mitigate the losses.

The determination of the fair value of our fixed income and equity securities is subjective and could materially impact our operating results and financial condition

In determining fair values we principally use the market approach which utilizes market transaction data for the same or similar instruments. The degree of management judgment involved in determining fair values is inversely related to the availability of market observable information. The fair value of assets may differ from the actual amount received upon sale of an asset in an orderly transaction between market participants at the measurement date. Moreover, the use of different valuation assumptions may have a material effect on the assets’ fair values. The difference between amortized cost or cost and fair value, net of deferred income taxes, certain DAC, certain deferred sales inducement costs, and certain reserves for life-contingent contract benefits, is reflected as a component of accumulated other comprehensive income in shareholder’s equity. Changing market conditions could materially affect the determination of the fair value of securities and unrealized net capital gains and losses could vary significantly.

Risks Relating to the Insurance Industry

Difficult conditions in the global economy and capital markets generally could adversely affect our business and operating results and these conditions may not improve in the near future

As with most businesses, we believe difficult conditions in the global economy and capital markets, such as significant negative macroeconomic trends, including relatively high and sustained unemployment, reduced consumer spending, lower residential and commercial real estate prices, substantial increases in delinquencies on consumer debt, including defaults on home mortgages, and the relatively low availability of credit could have an adverse effect on our business and operating results.

Stressed conditions, volatility and disruptions in global capital markets, particular markets or financial asset classes could adversely affect our investment portfolio. Disruptions in one market or asset class can also spread to other markets or asset classes. Although the disruption in the global financial markets has moderated, not all global financial markets are functioning normally, and the rate of recovery from the U.S. recession has been below historic averages. Several governments around the world have announced austerity actions to address their budget deficits that may lead to a decline in economic activity. While European policy makers have developed mechanisms to address funding concerns, risks to the European economy and financial markets remain.

General economic conditions could adversely affect us in the form of consumer behavior and pressure investment results. Holders of some of our interest-sensitive life insurance and annuity products may engage in an elevated level of discretionary withdrawals of contractholder funds. Our investment results could be adversely affected as deteriorating financial and business conditions affect the issuers of the securities in our investment portfolio.

5

There can be no assurance that actions of the U.S. federal government, Federal Reserve and other regulatory bodies for the purpose of stabilizing the financial markets and stimulating the economy will achieve the intended effect

In response to the financial crises affecting the banking system, the financial markets and the broader economy in recent years, the U.S. federal government, the Federal Reserve and other regulatory bodies have taken actions such as purchasing mortgage-backed and other securities from financial institutions; investing directly in banks, thrifts, and bank and savings and loan holding companies; and increasing federal spending to stimulate the economy. There can be no assurance as to the long term impact such actions will have on the financial markets or on economic conditions, including potential inflationary effects. Continued volatility and any further economic deterioration could materially and adversely affect our business, financial condition and results of operations.

Losses from legal and regulatory actions may be material to our operating results or cash flows

We are involved in various legal actions, including class action litigation challenging a range of company practices and coverage provided by our insurance products, some of which involve claims for substantial or indeterminate amounts. We are also involved in various regulatory actions and inquiries, including market conduct exams by state insurance regulatory agencies. In the event of an unfavorable outcome in one or more of these matters, the ultimate liability may be in excess of amounts currently accrued and may be material to our operating results or cash flows for a particular annual period.

We are subject to extensive regulation and potential further restrictive regulation may increase our operating costs

As an insurance company with separate accounts that are regulated as investment companies, we are subject to extensive laws and regulations. These laws and regulations are complex and subject to change. Changes may sometimes lead to additional expenses and increased legal exposure. Moreover, laws and regulations are administered and enforced by a number of different governmental authorities, each of which exercises a degree of interpretive latitude, including state insurance regulators; state securities administrators; state attorneys general; and federal agencies including the SEC, the FINRA and the U.S. Department of Justice. Consequently, we are subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal issue may not result in compliance with another’s interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any particular regulator’s or enforcement authority’s interpretation of a legal issue may change over time to our detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of a legal issue changing, cause us to change our views regarding the actions we need to take from a legal risk management perspective, thus necessitating changes to our practices that may, in some cases, limit our ability to grow or to improve the profitability of our business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. For example, state insurance laws and regulations are generally intended to protect or benefit purchasers or users of insurance products. In many respects, these laws and regulations limit our ability to maintain the profitability of our business.

Regulatory reforms, and the more stringent application of existing regulations, may make it more expensive for us to conduct our business

The federal government has enacted comprehensive regulatory reforms for financial services entities. As part of a larger effort to strengthen the regulation of the financial services market, certain reforms are applicable to the insurance industry, including the Federal Insurance Office (“FIO”) established within the Treasury Department.

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In recent years, the state insurance regulatory framework has come under public scrutiny, members of Congress have discussed proposals to provide for federal chartering of insurance companies, and the FIO and Financial Stability Oversight Council were established. We can make no assurances regarding the potential impact of state or federal measures that may change the nature or scope of insurance and financial regulation.

These regulatory reforms and any additional legislative change or regulatory requirements imposed upon us in connection with the federal government’s regulatory reform of the financial services industry, and any more stringent enforcement of existing regulations by federal authorities, may make it more expensive for us to conduct our business, or limit our ability to grow.

Reinsurance may be unavailable at current levels and prices

Market conditions beyond our control impact the availability and cost of the reinsurance we may purchase. No assurances can be made that reinsurance will remain continuously available to us to the same extent and on the same terms and rates as is currently available. If we were unable to purchase reinsurance protection in amounts that we consider sufficient and at prices that we consider acceptable, we may have to accept an increase in risk exposure or seek other alternatives.

Reinsurance subjects us to the credit risk of our reinsurers and may not be adequate to protect us against losses arising from ceded insurance, which could have a material effect on our operating results

The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including changes in market conditions, whether insured losses meet the qualifying conditions of the reinsurance contract and whether reinsurers, or their affiliates, have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Our ceded insurance risks will include all new business generated in the thirty months following the closing of our acquisition by Resolution Life, Inc., which business will be entirely ceded to Allstate Life Insurance Company. Our inability to collect a material recovery from a reinsurer could have a material effect on our operating results.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or our ability to obtain credit on acceptable terms

In periods of extreme volatility and disruption in the capital and credit markets, liquidity and credit capacity may be severely restricted. In such circumstances, our ability to obtain capital to fund operating expenses, financing costs, capital expenditures or acquisitions may be limited, and the cost of any such capital may be significant. Our access to additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity, as well as lenders’ perception of our long- or short-term financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If a combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient and in such case, we may not be able to successfully obtain additional financing on favorable terms.

A large scale pandemic, the continued threat of terrorism or military actions may have an adverse effect on the level of claim losses we incur, the value of our investment portfolio, our competitive position, marketability of product offerings, liquidity and operating results

A large scale pandemic, the continued threat of terrorism, within the United States and abroad, or military and other actions, and heightened security measures in response to these types of threats, may cause significant volatility and losses in our investment portfolio from interest rate changes, and result in loss of life, disruptions to commerce and reduced economic activity. Some of the assets in our investment portfolio may be adversely affected by reduced economic activity caused by a large scale pandemic or the continued threat of terrorism. Additionally, a large scale pandemic or terrorist act could have a material effect on the sales, profitability, competitiveness, marketability of product offerings, liquidity, and operating results.

7

Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our results of operations and financial condition

Our financial statements are subject to the application of generally accepted accounting principles, which are periodically revised, interpreted and/or expanded. Accordingly, we are required to adopt new guidance or interpretations, or could be subject to existing guidance as we enter into new transactions, which may have a material effect on our results of operations and financial condition that is either unexpected or has a greater impact than expected. For a description of changes in accounting standards that are currently pending and, if known, our estimates of their expected impact, see Note 2 of the financial statements.

The occurrence of events unanticipated in our disaster recovery systems and management continuity planning or a support failure from external providers during a disaster could impair our ability to conduct business effectively

The occurrence of a disaster such as a natural catastrophe, an industrial accident, a terrorist attack or war, cyber attack, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems could be subject to cyber attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other global companies, we have experienced threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

Loss of key vendor relationships or failure of a vendor to protect personal information of our customers, claimants or employees could affect our operations

We rely on services and products provided by many vendors in the United States and abroad. These include, for example, vendors of computer hardware and software. In the event that one or more of our vendors suffers a bankruptcy or otherwise becomes unable to continue to provide products or services, or fails to protect personal information of our customers, claimants or employees, we may suffer operational impairments and financial losses.

We may not be able to protect our intellectual property and may be subject to infringement claims

We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our intellectual property and to determine its scope, validity or enforceability, which could divert significant resources and prove unsuccessful. An inability to protect our intellectual property could have a material effect on our business.

We may be subject to claims by third parties for patent, trademark or copyright infringement or breach of usage rights. Any such claims and any resulting litigation could result in significant expense and liability. If our third party providers or we are found to have infringed a third-party intellectual property right, either of us could be enjoined from providing certain products or services or from utilizing and benefiting from certain methods,

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processes, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement a costly work around. Any of these scenarios could have a material effect on our business and results of our operations.

Item 11(a). Description of Business

Lincoln Benefit Life Company (referred to in this document as “we,” “Lincoln Benefit,” “our,” “us” or the “Company”) was incorporated under the laws of the State of Nebraska in 1938. Lincoln Benefit is a wholly-owned subsidiary of Resolution Life, Inc., a Delaware corporation, which is a wholly-owned, indirect subsidiary of Resolution Life, L.P. (the “Limited Partnership”), a Bermuda limited partnership.

On April 1, 2014, after receiving all required regulatory approvals, Resolution Life, Inc. acquired all the outstanding capital stock in Lincoln Benefit from Allstate Life Insurance Company (“ALIC”) for approximately $587 million. Immediately prior to the closing of the transaction, Lincoln Benefit recaptured certain business previously reinsured to ALIC, including (a) all of the fixed deferred annuity, value adjusted deferred annuity and indexed deferred annuity business written by the Company that was previously reinsured to ALIC, (b) all of the life insurance business written by the Company through independent producers that was previously reinsured to ALIC, other than certain specified life business, and (c) all of the net liability of the Company with respect to the accident and health and long-term care insurance business written by the Company that was previously reinsured to ALIC ((a), (b) and (c) collectively, the “Recaptured Business”). In connection with the closing, Lincoln Benefit and ALIC entered into an Amended and Restated Reinsurance Agreement (the “ARRA”), pursuant to which ALIC continues to reinsure business that was ceded by Lincoln Benefit to ALIC before the closing, with the exception of the Recaptured Business (the “ALIC Reinsured Business”). The business reinsured under the ARRA is administered by ALIC pursuant to a new Administrative Services Agreement entered into between Lincoln Benefit and ALIC in connection with the closing (the “ASA”).

In our reports, we occasionally refer to statutory financial information. All domestic United States insurance companies are required to prepare statutory-basis financial statements. As a result, industry data is available that enables comparisons between insurance companies, including competitors that are not subject to the requirement to prepare financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We frequently use industry publications containing statutory financial information to assess our competitive position.

We provide interest-sensitive, traditional and variable life insurance products through exclusive financial specialists. Prior to July 18, 2013, we sold interest-sensitive traditional and variable life insurance and fixed annuities, including deferred and immediate, through independent master brokerage agencies. Effective January 1, 2014, we no longer offer fixed annuities such as deferred and immediate annuities.

We compete on a wide variety of factors, including product offerings, brand recognition, financial strength and ratings, prices, distribution and the level of customer service. The market for life insurance companies continues to be highly fragmented and competitive. As of December 31, 2012, there were approximately 420 groups of life insurance companies in the United States, most of which offered one or more similar products.

We have reinsurance agreements whereby certain premiums, contract charges, interest credited to contractholder funds, contract benefits and expenses are ceded to ALIC, Lincoln Benefit Reinsurance Company (“LB Re”) and other non-affiliated reinsurers.

Lincoln Benefit is subject to extensive regulation, primarily at the state level. The method, extent and substance of such regulation varies by state but generally has its source in statutes that establish standards and requirements for conducting the business of insurance and that delegate regulatory authority to a state agency. These rules have a substantial effect on our business and relate to a wide variety of matters, including insurer solvency, reserve adequacy, insurance company licensing and examination, agent licensing, policy forms, rate

9

setting, the nature and amount of investments, claims practices, participation in guaranty funds, transactions with affiliates, the payment of dividends, underwriting standards, statutory accounting methods, trade practices, and corporate governance. For a discussion of statutory financial information, see Note 11 of the financial statements. For a discussion of regulatory contingencies, see Note 9 of the financial statements. Notes 9 and 11 are incorporated in this Item 11(a) by reference.

In recent years, the state insurance regulatory framework has come under increased federal scrutiny. As part of an effort to strengthen the regulation of the financial services market, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) was enacted in 2010. Many regulations required pursuant to this law must still be finalized, and we cannot predict what the final regulations will require but do not expect a material impact on Lincoln Benefit’s operations. Dodd-Frank also created the Federal Insurance Office (“FIO”) within the Treasury Department. The FIO monitors the insurance industry, provides advice to the Financial Stability Oversight Council, represents the U.S. on international insurance matters and studies the current regulatory system. FIO submitted a report to Congress in December 2013 addressing how to improve and modernize the system of insurance regulation. In addition, state legislators and insurance regulators continue to examine the appropriate nature and scope of state insurance regulation. We cannot predict whether any specific state or federal measures will be adopted to change the nature or scope of the regulation of insurance or what effect any such measures would have on Lincoln Benefit.

Item 11(b). Description of Property

Lincoln Benefit occupies office space in Lincoln, Nebraska and Northbrook, Illinois that is owned by Allstate Insurance Company. Expenses associated with these facilities are allocated to us on a direct basis.

Item 11(c). Legal Proceedings

Information required for Item 11(c) is incorporated by reference to the discussion under the heading “Regulation and Compliance” in Note 9 of the financial statements.

Item 11(e). Financial Statements and Notes to Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Lincoln Benefit Life Company

Lincoln, Nebraska

We have audited the accompanying Statements of Financial Position of Lincoln Benefit Life Company (the “Company”), an affiliate of The Allstate Corporation, as of December 31, 2013 and 2012, and the related Statements of Operations and Comprehensive Income, Shareholder’s Equity, and Cash Flows for each of the three years in the period ended December 31, 2013. Our audits also included Schedule I–Summary of Investments–Other than Investments in Related Parties and Schedule IV–Reinsurance. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Lincoln Benefit Life Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Schedule I–Summary of Investments–Other than Investments in Related Parties and Schedule IV–Reinsurance, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 28, 2014

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LINCOLN BENEFIT LIFE COMPANY

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	Year Ended December 31,
($ in thousands)	2013			2012		2011
Revenues
Net investment income	$	10,935		$	11,590	$	11,836
Realized capital gains and losses		—			626		2,075
Income from operations before income tax expense		10,935			12,216		13,911
Income tax expense		3,825			4,273		4,861
Net income		7,110			7,943		9,050
Other comprehensive (loss) income, after-tax
Change in unrealized net capital gains and losses		(9,933	)		247		3,411
Comprehensive (loss) income	$	(2,823	)	$	8,190	$	12,461

See notes to financial statements.

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LINCOLN BENEFIT LIFE COMPANY

STATEMENTS OF FINANCIAL POSITION

	December 31,
($ in thousands, except par value data)	2013		2012
Assets
Investments
Fixed income securities, at fair value (amortized cost $284,928 and $309,324)	$	290,882	$	330,559
Short-term, at fair value (amortized cost $55,959 and $24,202)		55,959		24,203
Total investments		346,841		354,762
Cash		5,100		13,073
Reinsurance recoverable from Allstate Life Insurance Company and affiliate		14,518,174		15,553,945
Reinsurance recoverable from non-affiliates		2,190,417		2,147,496
Receivable from affiliates, net		66		—
Other assets		83,669		87,044
Separate Accounts		1,700,566		1,625,669
Total assets	$	18,844,833	$	19,781,989
Liabilities
Contractholder funds	$	13,124,115	$	14,255,844
Reserve for life-contingent contract benefits		3,557,411		3,424,679
Unearned premiums		11,916		13,410
Deferred income taxes		2,564		7,990
Payable to affiliates, net		—		17,189
Current income taxes payable		3,906		4,158
Other liabilities and accrued expenses		100,660		86,532
Separate Accounts		1,700,566		1,625,669
Total liabilities		18,501,138		19,435,471
Commitments and Contingent Liabilities (Note 9)
Shareholder’s Equity
Common stock, $100 par value, 30 thousand shares authorized, 25 thousand shares issued and outstanding		2,500		2,500
Additional capital paid-in		180,000		180,000
Retained income		157,325		150,215
Accumulated other comprehensive income:
Unrealized net capital gains and losses		3,870		13,803
Total accumulated other comprehensive income		3,870		13,803
Total shareholder’s equity		343,695		346,518
Total liabilities and shareholder’s equity	$	18,844,833	$	19,781,989

See notes to financial statements.

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LINCOLN BENEFIT LIFE COMPANY

STATEMENTS OF SHAREHOLDER’S EQUITY

	Year Ended December 31,
($ in thousands)	2013			2012		2011
Common stock	$	2,500		$	2,500	$	2,500
Additional capital paid-in		180,000			180,000		180,000
Retained income
Balance, beginning of year		150,215			142,272		133,222
Net income		7,110			7,943		9,050
Balance, end of year		157,325			150,215		142,272
Accumulated other comprehensive income
Balance, beginning of year		13,803			13,556		10,145
Change in unrealized net capital gains and losses		(9,933	)		247		3,411
Balance, end of year		3,870			13,803		13,556
Total shareholder’s equity	$	343,695		$	346,518	$	338,328

See notes to financial statements.

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LINCOLN BENEFIT LIFE COMPANY

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
($ in thousands)	2013			2012			2011
Cash flows from operating activities
Net income	$	7,110		$	7,943		$	9,050
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and other non-cash items		630			781			1,175
Realized capital gains and losses		—			(626	)		(2,075	)
Changes in:
Policy benefits and other insurance reserves		(6,147	)		14,398			(22,072	)
Income taxes		(329	)		(516	)		476
Receivable from/payable to affiliates, net		(17,255	)		25,752			(13,494	)
Other operating assets and liabilities		16,007			(32,761	)		37,802
Net cash provided by operating activities		16			14,971			10,862
Cash flows from investing activities
Proceeds from sales of fixed income securities		9,170			25,367			44,880
Collections on fixed income securities		53,475			29,154			25,268
Purchases of fixed income securities		(38,896	)		(51,209	)		(77,175	)
Change in short-term investments, net		(31,738	)		(11,216	)		(1,379	)
Net cash used in investing activities		(7,989	)		(7,904	)		(8,406	)
Net (decrease) increase in cash		(7,973	)		7,067			2,456
Cash at beginning of year		13,073			6,006			3,550
Cash at end of year	$	5,100		$	13,073		$	6,006

See notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

1. General

Basis of presentation

The accompanying financial statements include the accounts of Lincoln Benefit Life Company (the “Company”), a wholly owned subsidiary of Allstate Life Insurance Company (“ALIC”), which is wholly owned by Allstate Insurance Company (“AIC”). All of the outstanding common stock of AIC is owned by Allstate Insurance Holdings, LLC, a wholly owned subsidiary of The Allstate Corporation (the “Corporation”). These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

To conform to the current year presentation, certain amounts in the prior year notes to financial statements have been reclassified.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Pending change in ownership

On July 17, 2013, ALIC entered into a definitive agreement with Resolution Life Holdings, Inc. to sell the Company, the Company’s life insurance business generated through independent master brokerage agencies, and all of the Company’s deferred fixed annuity and long-term care insurance business. The transaction is subject to regulatory approvals and other customary closing conditions. The Company expects the closing to occur in April 2014. On or before closing, the Company also expects to recapture the business being sold that was ceded to ALIC, subject to regulatory approval.

Nature of operations

The Company sells interest-sensitive, traditional and variable life insurance products through Allstate exclusive agencies and exclusive financial specialists. Prior to July 18, 2013, the Company sold interest-sensitive, traditional and variable life insurance, and fixed annuities including deferred and immediate through independent master brokerage agencies. Effective January 1, 2014, the Company no longer offers fixed annuities such as deferred and immediate annuities.

The Company is authorized to sell life insurance and retirement products in all states except New York, as well as in the District of Columbia, the U.S. Virgin Islands and Guam. For 2013, the top geographic locations for statutory premiums and annuity considerations were California, Texas and Florida. No other jurisdiction accounted for more than 5% of statutory premiums and annuity considerations. All statutory premiums and annuity considerations are ceded under reinsurance agreements.

The Company has exposure to market risk as a result of its investment portfolio. Market risk is the risk that the Company will incur realized and unrealized net capital losses due to adverse changes in interest rates and credit spreads. The Company also has certain exposures to changes in equity prices in its equity-indexed annuities and separate accounts liabilities, which are transferred to ALIC in accordance with reinsurance agreements. Interest rate risk is the risk that the Company will incur a loss due to adverse changes in interest rates relative to the interest rate characteristics of its interest bearing assets. This risk arises from the Company’s investment in interest-sensitive assets. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key risk-free reference yields. Credit spread risk is the risk that the Company will incur a loss due to adverse changes in credit spreads. This risk arises from the Company’s investment in spread-sensitive fixed income assets.

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The Company monitors economic and regulatory developments that have the potential to impact its business. Federal and state laws and regulations affect the taxation of insurance companies and life insurance and annuity products. Congress and various state legislatures from time to time consider legislation that would reduce or eliminate the favorable policyholder tax treatment currently applicable to life insurance and annuities. Congress and various state legislatures also consider proposals to reduce the taxation of certain products or investments that may compete with life insurance or annuities. Legislation that increases the taxation on insurance products or reduces the taxation on competing products could lessen the advantage or create a disadvantage for certain of the Company’s products making them less competitive. Such proposals, if adopted, could have an adverse effect on the Company’s financial position or ability to sell such products and could result in the surrender of some existing contracts and policies. In addition, changes in the federal estate tax laws could negatively affect the demand for the types of life insurance used in estate planning.

2. Summary of Significant Accounting Policies

Investments

Fixed income securities include bonds, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). Fixed income securities, which may be sold prior to their contractual maturity, are designated as available for sale and are carried at fair value. The difference between amortized cost and fair value, net of deferred income taxes, is reflected as a component of accumulated other comprehensive income. Cash received from calls, principal payments and make-whole payments is reflected as a component of proceeds from sales and cash received from maturities and pay-downs, including prepayments, is reflected as a component of investment collections within the Statements of Cash Flows.

Short-term investments, including money market funds, commercial paper and other short-term investments, are carried at fair value.

Investment income primarily consists of interest and is recognized on an accrual basis using the effective yield method. Interest income for RMBS and CMBS is determined considering estimated pay-downs, including prepayments, obtained from third party data sources and internal estimates. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For RMBS and CMBS of high credit quality with fixed interest rates, the effective yield is recalculated on a retrospective basis. For all others, the effective yield is recalculated on a prospective basis. Accrual of income is suspended for other-than-temporarily impaired fixed income securities when the timing and amount of cash flows expected to be received is not reasonably estimable.

Realized capital gains and losses include gains and losses on investment sales and write-downs in value due to other-than-temporary declines in fair value. Realized capital gains and losses on investment sales, including principal payments, are determined on a specific identification basis.

Recognition of premium revenues and contract charges, and related benefits and interest credited

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, Lincoln Benefit Reinsurance Company (“LB Re”, an affiliate of the Company) and non-affiliated reinsurers (see Notes 3 and 8). Amounts reflected in the Statements of Operations and Comprehensive Income are presented net of reinsurance.

Traditional life insurance products consist principally of products with fixed and guaranteed premiums and benefits, primarily term and whole life insurance products. Premiums from these products are recognized as revenue when due from policyholders. Benefits are reflected in contract benefits and recognized in relation to premiums, so that profits are recognized over the life of the policy.

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Immediate annuities with life contingencies provide insurance protection over a period that extends beyond the period during which premiums are collected. Premiums from these products are recognized as revenue when received at the inception of the contract. Benefits and expenses are recognized in relation to premiums. Profits from these policies come from investment income, which is recognized over the life of the contract.

Interest-sensitive life contracts, such as universal life and single premium life, are insurance contracts whose terms are not fixed and guaranteed. The terms that may be changed include premiums paid by the contractholder, interest credited to the contractholder account balance and contract charges assessed against the contractholder account balance. Premiums from these contracts are reported as contractholder fund deposits. Contract charges consist of fees assessed against the contractholder account balance for the cost of insurance (mortality risk), contract administration and surrender of the contract prior to contractually specified dates. These contract charges are recognized as revenue when assessed against the contractholder account balance. Contract benefits include life-contingent benefit payments in excess of the contractholder account balance.

Contracts that do not subject the Company to significant risk arising from mortality or morbidity are referred to as investment contracts. Fixed annuities, including market value adjusted annuities, equity-indexed annuities and immediate annuities without life contingencies, are considered investment contracts. Consideration received for such contracts is reported as contractholder fund deposits. Contract charges for investment contracts consist of fees assessed against the contractholder account balance for maintenance, administration and surrender of the contract prior to contractually specified dates, and are recognized when assessed against the contractholder account balance.

Interest credited to contractholder funds represents interest accrued or paid on interest-sensitive life and investment contracts. Crediting rates for certain fixed annuities and interest-sensitive life contracts are adjusted periodically by the Company to reflect current market conditions subject to contractually guaranteed minimum rates. Crediting rates for indexed life and annuities are generally based on an equity index, such as the Standard & Poor’s (“S&P”) 500 Index.

Contract charges for variable life and variable annuity products consist of fees assessed against the contractholder account balances for contract maintenance, administration, mortality, expense and surrender of the contract prior to contractually specified dates. Contract benefits incurred for variable annuity products include guaranteed minimum death, income, withdrawal and accumulation benefits.

Reinsurance

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, LB Re and non-affiliated reinsurers (see Notes 3 and 8). Reinsurance recoverables and the related reserve for life-contingent contract benefits and contractholder funds are reported separately in the Statements of Financial Position. Reinsurance does not extinguish the Company’s primary liability under the policies written. Therefore, the Company regularly evaluates the financial condition of its reinsurers and establishes allowances for uncollectible reinsurance as appropriate.

Investment income earned on the assets that support contractholder funds and the reserve for life-contingent contract benefits is not included in the Company’s financial statements as those assets are owned and managed by ALIC under the terms of the reinsurance agreements.

Income taxes

The income tax provision is calculated under the liability method. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities at the enacted tax rates. The principal assets and liabilities giving rise to such differences are unrealized capital gains

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and losses, accrued expenses and reinsurance recoverables. A deferred tax asset valuation allowance is established when there is uncertainty that such assets will be realized.

Reserve for life-contingent contract benefits

The reserve for life-contingent contract benefits payable under insurance policies, including traditional life insurance and life-contingent immediate annuities, is computed on the basis of long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses. These assumptions, which for traditional life insurance are applied using the net level premium method, include provisions for adverse deviation and generally vary by characteristics such as type of coverage, year of issue and policy duration.

Contractholder funds

Contractholder funds represent interest-bearing liabilities arising from the sale of products such as interest-sensitive life insurance and fixed annuities. Contractholder funds primarily comprise cumulative deposits received and interest credited to the contractholder less cumulative contract benefits, surrenders, withdrawals and contract charges for mortality or administrative expenses. Contractholder funds also include reserves for secondary guarantees on interest-sensitive life insurance and certain fixed annuity contracts and reserves for certain guarantees on variable annuity contracts.

Separate accounts

Separate accounts assets are carried at fair value. The assets of the separate accounts are legally segregated and available only to settle separate account contract obligations. Separate accounts liabilities represent the contractholders’ claims to the related assets and are carried at an amount equal to the separate accounts assets. Investment income and realized capital gains and losses of the separate accounts accrue directly to the contractholders and therefore are not included in the Company’s Statements of Operations and Comprehensive Income. Deposits to and surrenders and withdrawals from the separate accounts are reflected in separate accounts liabilities and are not included in cash flows.

Absent any contract provision wherein the Company provides a guarantee, variable annuity and variable life insurance contractholders bear the investment risk that the separate accounts’ funds may not meet their stated investment objectives. The risk and associated cost of these contract guarantees are ceded to ALIC in accordance with the reinsurance agreements.

Adopted accounting standard

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board issued guidance requiring expanded disclosures about the amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of significant amounts reclassified out of accumulated other comprehensive income by income statement line item but only if the amount reclassified is required under accounting principles generally accepted in the United States of America (“GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, cross-reference to other disclosures that provide additional detail about those amounts is required. The Company adopted the new guidance in 2013. The new guidance affects disclosures only and therefore had no impact on the Company’s results of operations or financial position.

3. Related Party Transactions

Business operations

The Company uses services performed by its affiliates, AIC, ALIC and Allstate Investments LLC, and business facilities owned or leased and operated by AIC in conducting its business activities. In addition, the

19

Company shares the services of employees with AIC. The Company reimburses its affiliates for the operating expenses incurred on behalf of the Company. The Company is charged for the cost of these operating expenses based on the level of services provided. Operating expenses allocated to the Company were $249.7 million, $241.8 million and $204.8 million in 2013, 2012 and 2011, respectively. Of these costs, the Company retains investment related expenses on the invested assets that are not transferred under the reinsurance agreements. All other costs are ceded to ALIC under the reinsurance agreements.

Broker-Dealer agreements

The Company has a service agreement with Allstate Distributors, LLC (“ADLLC”), a broker-dealer company owned by ALIC, whereby ADLLC promotes and markets products sold by the Company. In return for these services, the Company recorded expense of $71 thousand, $80 thousand and $7.2 million in 2013, 2012 and 2011, respectively, that was ceded to ALIC under the terms of the reinsurance agreements.

The Company receives distribution services from Allstate Financial Services, LLC, an affiliated broker-dealer company, for certain annuity and variable life insurance contracts sold by Allstate exclusive agencies. For these services, the Company incurred commission and other distribution expenses of $7.7 million, $6.4 million and $7.5 million in 2013, 2012 and 2011, respectively, that were ceded to ALIC.

Reinsurance

The following table summarizes amounts that were ceded to ALIC under reinsurance agreements and reported net in the Statements of Operations and Comprehensive Income.

($ in thousands)	2013		2012		2011
Premiums and contract charges	$	962,576	$	908,459	$	833,149
Interest credited to contractholder funds, contract benefits and expenses		1,505,010		1,369,305		1,408,953

Reinsurance recoverables due from ALIC totaled $14.52 billion and $15.55 billion as of December 31, 2013 and 2012, respectively.

In September 2012, the Company entered into a coinsurance reinsurance agreement with LB Re to cede certain interest-sensitive life insurance policies to LB Re. Reinsurance recoverables due from LB Re totaled $1.9 million and $2.0 million as of December 31, 2013 and 2012, respectively.

Income taxes

The Company is a party to a federal income tax allocation agreement with the Corporation (see Note 10).

Intercompany loan agreement

The Company has an intercompany loan agreement with the Corporation. The amount of intercompany loans available to the Company is at the discretion of the Corporation. The maximum amount of loans the Corporation will have outstanding to all its eligible subsidiaries at any given point in time is limited to $1 billion. The Corporation may use commercial paper borrowings, bank lines of credit and securities lending to fund intercompany borrowings. The Company had no amounts outstanding under the intercompany loan agreement as of December 31, 2013 or 2012.

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4. Investments

Fair values

The amortized cost, gross unrealized gains and losses and fair value for fixed income securities are as follows:

	Amortized cost		Gross unrealized					Fair value
($ in thousands)			Gains		Losses
December 31, 2013
U.S. government and agencies	$	70,790	$	3,113	$	(57	)	$	73,846
Municipal		2,499		270		—			2,769
Corporate		190,186		5,784		(3,993	)		191,977
Foreign government		4,999		165		—			5,164
RMBS		13,866		584		—			14,450
CMBS		2,588		88		—			2,676
Total fixed income securities	$	284,928	$	10,004	$	(4,050	)	$	290,882
December 31, 2012
U.S. government and agencies	$	86,428	$	5,659	$	—		$	92,087
Municipal		2,499		401		—			2,900
Corporate		178,824		13,173		(29	)		191,968
Foreign government		4,999		265		—			5,264
RMBS		28,239		1,498		—			29,737
CMBS		8,335		268		—			8,603
Total fixed income securities	$	309,324	$	21,264	$	(29	)	$	330,559

Scheduled maturities

The scheduled maturities for fixed income securities are as follows as of December 31, 2013:

($ in thousands)	Amortized cost		Fair value
Due in one year or less	$	35,518	$	35,883
Due after one year through five years		110,661		116,264
Due after five years through ten years		111,316		111,036
Due after ten years		10,979		10,573
		268,474		273,756
RMBS and CMBS		16,454		17,126
Total	$	284,928	$	290,882

Actual maturities may differ from those scheduled as a result of calls and make-whole payments by the issuers. RMBS and CMBS are shown separately because of the potential for prepayment of principal prior to contractual maturity dates.

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Net investment income

Net investment income for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	11,545		$	12,138		$	12,133
Short-term investments		23			20			11
Investment income, before expense		11,568			12,158			12,144
Investment expense		(633	)		(568	)		(308	)
Net investment income	$	10,935		$	11,590		$	11,836

Realized capital gains and losses

Realized capital gains and losses netted to zero in 2013 with gains from sales offsetting impairment write-downs. The Company recognized realized capital gains of $626 thousand and $2.1 million in 2012 and 2011, respectively. Realized capital gains and losses in 2013, 2012 and 2011 included $2 thousand, $19 thousand and $12 thousand, respectively, of other-than-temporary impairment losses related to RMBS, none of which were included in other comprehensive income. No other-than-temporary impairment losses were included in accumulated other comprehensive income as of December 31, 2013 or 2012.

Gross gains of $3 thousand, $645 thousand and $1.9 million and gross losses of $1 thousand, zero and $3 thousand were realized on sales of fixed income securities during 2013, 2012 and 2011, respectively.

Unrealized net capital gains and losses

Unrealized net capital gains and losses included in accumulated other comprehensive income are as follows:

	Fair Value		Gross unrealized					Unrealized net gains
($ in thousands)			Gains		Losses
December 31, 2013
Fixed income securities	$	290,882	$	10,004	$	(4,050	)	$	5,954
Short-term investments		55,959		1		(1	)		—
Unrealized net capital gains and losses, pre-tax									5,954
Deferred income taxes									(2,084	)
Unrealized net capital gains and losses, after-tax								$	3,870

	Fair value		Gross unrealized					Unrealized  net gains
December 31, 2012			Gains		Losses
Fixed income securities	$	330,559	$	21,264	$	(29	)	$	21,235
Short-term investments		24,203		1		—			1
Unrealized net capital gains and losses, pre-tax									21,236
Deferred income taxes									(7,433	)
Unrealized net capital gains and losses, after-tax								$	13,803

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Change in unrealized net capital gains and losses

The change in unrealized net capital gains and losses for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	(15,281	)	$	380		$	5,247
Short-term investments		(1	)		1			—
Total		(15,282	)		381			5,247
Deferred income taxes		5,349			(134	)		(1,836	)
(Decrease) increase in unrealized net capital gains and losses, after-tax	$	(9,933	)	$	247		$	3,411

Portfolio monitoring

The Company has a comprehensive portfolio monitoring process to identify and evaluate each fixed income security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, the Company assesses whether management with the appropriate authority has made the decision to sell or whether it is more likely than not the Company will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If a security meets either of these criteria, the security’s decline in fair value is considered other than temporary and is recorded in earnings.

If the Company has not made the decision to sell the fixed income security and it is not more likely than not the Company will be required to sell the fixed income security before recovery of its amortized cost basis, the Company evaluates whether it expects to receive cash flows sufficient to recover the entire amortized cost basis of the security. The Company calculates the estimated recovery value by discounting the best estimate of future cash flows at the security’s original or current effective rate, as appropriate, and compares this to the amortized cost of the security. If the Company does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the fixed income security, the credit loss component of the impairment is recorded in earnings, with the remaining amount of the unrealized loss related to other factors recognized in other comprehensive income.

The Company’s portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its amortized cost is below established thresholds. The process also includes the monitoring of other impairment indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which the Company may have a concern, are evaluated for potential other-than-temporary impairment using all reasonably available information relevant to the collectability or recovery of the security. Inherent in the Company’s evaluation of other-than-temporary impairment for these fixed income securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair value is other than temporary are: 1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; 2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and 3) the length of time and extent to which the fair value has been less than amortized cost.

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The following table summarizes the gross unrealized losses and fair value of fixed income securities by the length of time that individual securities have been in a continuous unrealized loss position.

	Less than 12 months							12 months or more							Total unrealized losses
($ in thousands)	Number of issues		Fair value		Unrealized losses			Number of issues		Fair value		Unrealized losses
December 31, 2013
U.S. government and agencies		1	$	4,942	$	(57	)		—	$	—	$	—		$	(57	)
Corporate		23		75,754		(3,795	)		1		1,770		(198	)		(3,993	)
Total		24	$	80,696	$	(3,852	)		1	$	1,770	$	(198	)	$	(4,050	)
December 31, 2012
Corporate		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)
Total		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)

As of December 31, 2013, $4.1 million of unrealized losses are related to investment grade securities with an unrealized loss position less than 20% of amortized cost, the degree of which suggests that these securities do not pose a high risk of being other-than-temporarily impaired. Investment grade is defined as a security having a rating of Aaa, Aa, A or Baa from Moody’s, a rating of AAA, AA, A or BBB from S&P, Fitch, Dominion, Kroll or Realpoint, a rating of aaa, aa, a or bbb from A.M. Best, or a comparable internal rating if an externally provided rating is not available. Unrealized losses on investment grade securities are principally related to increasing risk-free interest rates or widening credit spreads since the time of initial purchase.

As of December 31, 2013, the Company has not made the decision to sell and it is not more likely than not the Company will be required to sell fixed income securities with unrealized losses before recovery of the amortized cost basis.

Municipal bonds

All of the municipal bond issuers represented in the Company’s municipal bond portfolio were in Washington as of both December 31, 2013 and 2012.

Concentration of credit risk

As of December 31, 2013, the Company is not exposed to any credit concentration risk of a single issuer and its affiliates greater than 10% of the Company’s shareholder’s equity.

Other investment information

As of December 31, 2013, fixed income securities and short-term investments with a carrying value of $9.4 million were on deposit with regulatory authorities as required by law.

5. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Statements of Financial Position at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:

Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.

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Level 2: Assets and liabilities whose values are based on the following:

(a) Quoted prices for similar assets or liabilities in active markets;

(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or

(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect the Company’s estimates of the assumptions that market participants would use in valuing the assets and liabilities.

The availability of observable inputs varies by instrument. In situations where fair value is based on internally developed pricing models or inputs that are unobservable in the market, the determination of fair value requires more judgment. The degree of judgment exercised by the Company in determining fair value is typically greatest for instruments categorized in Level 3. In many instances, valuation inputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments.

The Company is responsible for the determination of fair value and the supporting assumptions and methodologies. The Company gains assurance that assets and liabilities are appropriately valued through the execution of various processes and controls designed to ensure the overall reasonableness and consistent application of valuation methodologies, including inputs and assumptions, and compliance with accounting standards. For fair values received from third parties or internally estimated, the Company’s processes and controls are designed to ensure that the valuation methodologies are appropriate and consistently applied, the inputs and assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded. For example, on a continuing basis, the Company assesses the reasonableness of individual fair values that have stale security prices or that exceed certain thresholds as compared to previous fair values received from valuation service providers or brokers or derived from internal models. The Company performs procedures to understand and assess the methodologies, processes and controls of valuation service providers. In addition, the Company may validate the reasonableness of fair values by comparing information obtained from valuation service providers or brokers to other third party valuation sources for selected securities. The Company performs ongoing price validation procedures such as back-testing of actual sales, which corroborate the various inputs used in internal models to market observable data. When fair value determinations are expected to be more variable, the Company validates them through reviews by members of management who have relevant expertise and who are independent of those charged with executing investment transactions.

The Company has two types of situations where investments are classified as Level 3 in the fair value hierarchy. The first is where quotes continue to be received from independent third-party valuation service providers and all significant inputs are market observable; however, there has been a significant decrease in the volume and level of activity for the asset when compared to normal market activity such that the degree of market observability has declined to a point where categorization as a Level 3 measurement is considered appropriate. The indicators considered in determining whether a significant decrease in the volume and level of activity for a specific asset has occurred include the level of new issuances in the primary market, trading volume in the secondary market, the level of credit spreads over historical levels, applicable bid-ask spreads, and price consensus among market participants and other pricing sources.

The second situation where the Company classifies securities in Level 3 is where specific inputs significant to the fair value estimation models are not market observable. This primarily occurs in the Company’s use of broker quotes to value certain securities where the inputs have not been corroborated to be market observable, and the use of valuation models that use significant non-market observable inputs.

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In determining fair value, the Company principally uses the market approach which generally utilizes market transaction data for the same or similar instruments. To a lesser extent, the Company uses the income approach which involves determining fair values from discounted cash flow methodologies. For the majority of Level 2 and Level 3 valuations, a combination of the market and income approaches is used.

Summary of significant valuation techniques for assets and liabilities measured at fair value on a recurring basis

Level 1 measurements

• Fixed income securities: Comprise certain U.S. Treasuries. Valuation is based on unadjusted quoted prices for identical assets in active markets that the Company can access.

• Short-term: Comprise actively traded money market funds that have daily quoted net asset values for identical assets that the Company can access.

• Separate account assets: Comprise actively traded mutual funds that have daily quoted net asset values for identical assets that the Company can access. Net asset values for the actively traded mutual funds in which the separate account assets are invested are obtained daily from the fund managers.

Level 2 measurements

• Fixed income securities:

U.S. government and agencies: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

Municipal: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

Corporate, including privately placed: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads. Also included are privately placed securities valued using a discounted cash flow model that is widely accepted in the financial services industry and uses market observable inputs and inputs derived principally from, or corroborated by, observable market data. The primary inputs to the discounted cash flow model include an interest rate yield curve, as well as published credit spreads for similar assets in markets that are not active that incorporate the credit quality and industry sector of the issuer.

Foreign government: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

RMBS: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, prepayment speeds, collateral performance and credit spreads.

CMBS: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, collateral performance and credit spreads.

• Short-term: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads. For certain short-term investments, amortized cost is used as the best estimate of fair value.

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Level 3 measurements

• Fixed income securities:

Corporate: Valued based on models that are widely accepted in the financial services industry with certain inputs to the valuation model that are significant to the valuation, but are not market observable.

• Contractholder funds: Derivatives embedded in certain life and annuity contracts are valued internally using models widely accepted in the financial services industry that determine a single best estimate of fair value for the embedded derivatives within a block of contractholder liabilities. The models primarily use stochastically determined cash flows based on the contractual elements of embedded derivatives, projected option cost and applicable market data, such as interest rate yield curves and equity index volatility assumptions. These are categorized as Level 3 as a result of the significance of non-market observable inputs.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2013. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2013.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2013
Assets:
Fixed income securities:
U.S. government and agencies	$	27,520		$	46,326		$	—		$	73,846
Municipal		—			2,769			—			2,769
Corporate		—			191,977			—			191,977
Foreign government		—			5,164			—			5,164
RMBS		—			14,450			—			14,450
CMBS		—			2,676			—			2,676
Total fixed income securities		27,520			263,362			—			290,882
Short-term investments		20,764			35,195			—			55,959
Separate account assets		1,700,566			—			—			1,700,566
Total assets at fair value	$	1,748,850		$	298,557		$	—		$	2,047,407
% of total assets at fair value		85.4	%		14.6	%		—	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(267,859	)	$	(267,859	)
Total liabilities at fair value	$	—		$	—		$	(267,859	)	$	(267,859	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

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The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2012. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2012.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2012
Assets:
Fixed income securities:
U.S. government and agencies	$	34,303		$	57,784		$	—		$	92,087
Municipal		—			2,900			—			2,900
Corporate		—			191,656			312			191,968
Foreign government		—			5,264			—			5,264
RMBS		—			29,737			—			29,737
CMBS		—			8,603			—			8,603
Total fixed income securities		34,303			295,944			312			330,559
Short-term investments		18,793			5,410			—			24,203
Separate account assets		1,625,669			—			—			1,625,669
Total assets at fair value	$	1,678,765		$	301,354		$	312		$	1,980,431
% of total assets at fair value		84.7	%		15.2	%		0.1	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(314,926	)	$	(314,926	)
Total liabilities at fair value	$	—		$	—		$	(314,926	)	$	(314,926	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

The following table summarizes quantitative information about the significant unobservable inputs used in Level 3 fair value measurements.

($ in thousands)	Fair value			Valuation technique	Unobservable input	Range			Weighted average
December 31, 2013
Derivatives embedded in life and annuity contracts—Equity-indexed and forward starting options	$	(258,415	)	Stochastic cash flow model	Projected option cost		1.0 – 2.0	%		1.91	%
December 31, 2012
Derivatives embedded in life and annuity contracts—Equity-indexed and forward starting options	$	(295,305	)	Stochastic cash flow model	Projected option cost		1.0 – 2.0	%		1.96	%

If the projected option cost increased (decreased), it would result in a higher (lower) liability fair value.

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The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2013.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2012			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	312		$	—	$	—		$	—		$	—
Total recurring Level 3 assets	$	312		$	—	$	—		$	—		$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(314,926	)	$	43,244	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(314,926	)	$	43,244	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2013
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(312	)	$	—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(312	)	$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)
Total recurring Level 3 liabilities	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)

⁽¹⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

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The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2012.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2011			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	598		$	—	$	—		$	—		$	—
RMBS		2,321			—		—			—			(2,321	)
Total recurring Level 3 assets	$	2,919		$	—	$	—		$	—		$	(2,321	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(506,678	)	$	131,054	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(506,678	)	$	131,054	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2012
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(286	)	$	312
RMBS		—			—		—			—			—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(286	)	$	312
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)
Total recurring Level 3 liabilities	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)

⁽²⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

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The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2011.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2010			Net income(1)			OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	852		$	—		$	199		$	—		$	(10,199	)
RMBS		6,880			(4	)		(108	)		—			(3,577	)
CMBS		1,916			—			(49	)		—			(1,867	)
Total recurring Level 3 assets	$	9,648		$	(4	)	$	42		$	—		$	(15,643	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
	Purchases			Sales			Issues			Settlements			Balance as of December 31, 2011
Assets
Fixed income securities:
Corporate	$	10,000		$	—		$	—		$	(254	)	$	598
RMBS		—			—			—			(870	)		2,321
CMBS		—			—			—			—			—
Total recurring Level 3 assets	$	10,000		$	—		$	—		$	(1,124	)	$	2,919
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)
Total recurring Level 3 liabilities	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)

⁽¹⁾  The amount attributable to fixed income securities is reported in the Statements of Operations and Comprehensive Income as net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

Transfers between level categorizations may occur due to changes in the availability of market observable inputs, which generally are caused by changes in market conditions such as liquidity, trading volume or bid-ask spreads. Transfers between level categorizations may also occur due to changes in the valuation source. For example, in situations where a fair value quote is not provided by the Company’s independent third-party valuation service provider and as a result the price is stale or has been replaced with a broker quote whose inputs have not been corroborated to be market observable, the security is transferred into Level 3. Transfers in and out of level categorizations are reported as having occurred at the beginning of the quarter in which the transfer occurred. Therefore, for all transfers into Level 3, all realized and changes in unrealized gains and losses in the quarter of transfer are reflected in the Level 3 rollforward table.

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There were no transfers between Level 1 and Level 2 during 2013, 2012 or 2011.

During 2011, certain RMBS and CMBS were transferred into Level 2 from Level 3 as a result of increased liquidity in the market and a sustained increase in market activity for these assets.

During 2011, a corporate fixed income security was transferred into Level 2 from Level 3 due to a change in the valuation model to use primarily market observable inputs. Transfers out of Level 3 during 2012 and 2011 included situations where a broker quote was used in the prior period and a fair value quote became available from the Company’s independent third-party valuation service provider in the current period. A quote utilizing the new pricing source was not available as of the prior period, and any gains or losses related to the change in valuation source for individual securities were not significant.

The following table provides the change in unrealized gains and losses included in net income for Level 3 assets and liabilities held as of December 31.

($ in thousands)	2013		2012		2011
Assets
Fixed income securities:
Corporate	$	—	$	—	$	(2	)
RMBS		—		—		(5	)
Total recurring Level 3 assets	$	—	$	—	$	(7	)
Liabilities
Contractholder funds:
Derivatives embedded in life and annuity contracts	$	43,244	$	131,054	$	(110,951	)
Total recurring Level 3 liabilities	$	43,244	$	131,054	$	(110,951	)

The amounts in the table above represent the change in unrealized gains and losses included in net income for the period of time that the asset or liability was determined to be in Level 3. The amounts attributable to fixed income securities are reported in net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits in 2013, $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits in 2012 and $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits in 2011. These amounts are ceded in accordance with the Company’s reinsurance agreements.

As of December 31, 2013 and 2012, financial instruments not carried at fair value included contractholder funds on investment contracts. The carrying value and fair value of contractholder funds on investment contracts were $7.76 billion and $7.66 billion, respectively, as of December 31, 2013 and were $9.16 billion and $9.14 billion, respectively, as of December 31, 2012. The fair value of contractholder funds on investment contracts is based on the terms of the underlying contracts utilizing prevailing market rates for similar contracts adjusted for the Company’s own credit risk. Deferred annuities included in contractholder funds are valued using discounted cash flow models which incorporate market value margins, which are based on the cost of holding economic capital, and the Company’s own credit risk. Immediate annuities without life contingencies are valued at the present value of future benefits using market implied interest rates which include the Company’s own credit risk. The fair value measurements for contractholder funds on investment contracts are categorized as Level 3.

6. Derivative Financial Instruments

The Company has derivatives embedded in non-derivative host contracts that are required to be separated from the host contracts and accounted for at fair value. The Company’s embedded derivatives are equity options

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in life and annuity product contracts, which provide equity returns to contractholders, and guaranteed minimum accumulation and withdrawal benefits in variable annuity contracts. The Company does not use derivatives for speculative purposes.

The following table provides a summary of the volume and fair value positions of embedded derivative financial instruments. None of these derivatives are designated as accounting hedging instruments and all are gross liabilities reported in contractholder funds.

($ in thousands)	December 31, 2013					December 31, 2012
	Volume - Notional amount		Fair value			Volume - Notional amount		Fair value
Equity-indexed and forward starting options in life and annuity product contracts	$	2,591,090	$	(258,415	)	$	3,098,496	$	(295,305	)
Guaranteed accumulation benefits		152,936		(8,970	)		174,791		(18,047	)
Guaranteed withdrawal benefits		22,199		(474	)		25,186		(1,574	)
Total derivatives	$	2,766,225	$	(267,859	)	$	3,298,473	$	(314,926	)

Gains and losses from valuation and settlements of embedded derivative financial instruments were reported as $36.9 million in interest credited to contractholder funds and $10.2 million in contract benefits in 2013, and $186.6 million in interest credited to contractholder funds and $5.1 million in contract benefits in 2012, which in turn were ceded to ALIC.

Off-balance-sheet financial instruments

There were no off-balance-sheet financial instruments as of December 31, 2013 or 2012.

7. Reserve for Life-Contingent Contract Benefits and Contractholder Funds

As of December 31, the reserve for life-contingent contract benefits consists of the following:

($ in thousands)	2013		2012
Traditional life insurance	$	1,548,134	$	1,519,650
Immediate fixed annuities		676,565		677,986
Accident and health insurance		1,324,268		1,217,648
Other		8,444		9,395
Total reserve for life-contingent contract benefits	$	3,557,411	$	3,424,679

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The following table highlights the key assumptions generally used in calculating the reserve for life-contingent contract benefits:

Product	Mortality	Interest rate	Estimation method
Traditional life insurance	Actual company experience plus loading	Interest rate assumptions range from 2.5% to 8.0%	Net level premium reserve method using the Company’s withdrawal experience rates; includes reserves for unpaid claims
Immediate fixed annuities	1983 individual annuity mortality table with internal modifications; 1983 individual annuity mortality table; Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 0% to 8.8%	Present value of expected future benefits based on historical experience
Accident and health insurance	Actual company experience plus loading	Interest rate assumptions range from 4.0% to 5.3%	Unearned premium; additional contract reserves for mortality risk and unpaid claims
Other: Variable annuity guaranteed minimum death benefits	Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 4.0% to 5.8%	Projected benefit ratio applied to cumulative assessments

As of December 31, contractholder funds consist of the following:

($ in thousands)	2013		2012
Interest-sensitive life insurance	$	5,020,265	$	4,814,410
Investment contracts:
Fixed annuities		7,803,892		9,201,641
Other investment contracts		299,958		239,793
Total contractholder funds	$	13,124,115	$	14,255,844

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The following table highlights the key contract provisions relating to contractholder funds:

Product	Interest rate	Withdrawal/surrender charges
Interest-sensitive life insurance	Interest rates credited range from 0% to 10.0% for equity-indexed life (whose returns are indexed to the S&P 500) and 2.6% to 6.0% for all other products	Either a percentage of account balance or dollar amount grading off generally over 20 years
Fixed annuities	Interest rates credited range from 0% to 8.8% for immediate annuities; 0% to 7.0% for equity-indexed annuities (whose returns are indexed to the S&P 500); and 1.0% to 6.0% for all other products	Either a declining or a level percentage charge generally over ten years or less. Additionally, approximately 18.7% of fixed annuities are subject to market value adjustment for discretionary withdrawals.
Other investment contracts: Guaranteed minimum income, accumulation and withdrawal benefits on variable and fixed annuities and secondary guarantees on interest-sensitive life insurance and fixed annuities	Interest rates used in establishing reserves range from 1.7% to 10.3%	Withdrawal and surrender charges are based on the terms of the related interest-sensitive life insurance or fixed annuity contract

Contractholder funds activity for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Balance, beginning of year	$	14,255,844		$	15,489,624		$	17,247,071
Deposits		1,109,108			1,070,374			1,007,316
Interest credited		524,801			406,805			576,331
Benefits		(353,687	)		(473,329	)		(459,991	)
Surrenders and partial withdrawals		(1,880,495	)		(1,703,966	)		(2,412,295	)
Contract charges		(601,609	)		(558,519	)		(513,068	)
Net transfers from separate accounts		18,477			16,463			18,935
Other adjustments		51,676			8,392			25,325
Balance, end of year	$	13,124,115		$	14,255,844		$	15,489,624

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The table below presents information regarding the Company’s variable annuity contracts with guarantees. The Company’s variable annuity contracts may offer more than one type of guarantee in each contract; therefore, the sum of amounts listed exceeds the total account balances of variable annuity contracts’ separate accounts with guarantees.

	December 31,
($ in millions)	2013		2012
In the event of death
Separate account value	$	877.0	$	926.1
Net amount at risk(1)	$	63.2	$	101.6
Average attained age of contractholders		59 years		59 years
At annuitization (includes income benefit guarantees)
Separate account value	$	170.5	$	168.1
Net amount at risk(2)	$	16.6	$	29.6
Weighted average waiting period until annuitization options available		None		1 year
For cumulative periodic withdrawals
Separate account value	$	21.8	$	24.8
Net amount at risk(3)	$	0.1	$	0.2
Accumulation at specified dates
Separate account value	$	151.1	$	172.0
Net amount at risk(4)	$	7.3	$	13.7
Weighted average waiting period until guarantee date		6 years		7 years

⁽¹⁾  Defined as the estimated current guaranteed minimum death benefit in excess of the current account balance as of the balance sheet date.

⁽²⁾  Defined as the estimated present value of the guaranteed minimum annuity payments in excess of the current account balance.

⁽³⁾  Defined as the estimated current guaranteed minimum withdrawal balance (initial deposit) in excess of the current account balance as of the balance sheet date.

⁽⁴⁾  Defined as the estimated present value of the guaranteed minimum accumulation balance in excess of the current account balance.

As of December 31, 2013, liabilities for guarantees included reserves for variable annuity death benefits of $8.4 million, variable annuity income benefits of $8.7 million, variable annuity accumulation benefits of $9.0 million, variable annuity withdrawal benefits of $0.5 million and interest-sensitive life and fixed annuity guarantees of $281.8 million. As of December 31, 2012, liabilities for guarantees included reserves for variable annuity death benefits of $9.4 million, variable annuity income benefits of $19.5 million, variable annuity accumulation benefits of $18.0 million, variable annuity withdrawal benefits of $1.6 million and interest-sensitive life and fixed annuity guarantees of $200.7 million.

8. Reinsurance

The Company has reinsurance agreements under which it reinsures all of its business to ALIC, LB Re or non-affiliated reinsurers. Under the agreements, premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are reinsured. The Company purchases reinsurance to limit aggregate and single losses on large risks. The Company cedes a portion of the mortality risk on certain life policies under coinsurance agreements to a pool of twelve non-affiliated reinsurers.

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As of December 31, 2013, 86.9% of the total reinsurance recoverables were related to ALIC and 13.1% were related to non-affiliated reinsurers. As of December 31, 2013 and 2012, 95% and 98%, respectively, of the Company’s non-affiliated reinsurance recoverables are due from companies rated A- or better by S&P.

The effects of reinsurance on premiums and contract charges for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,331,597		$	1,298,864		$	1,266,264
Assumed		6,830			6,784			7,057
Ceded:
Affiliate		(962,576	)		(908,459	)		(833,149	)
Non-affiliate		(375,851	)		(397,189	)		(440,172	)
Premiums and contract charges, net of reinsurance	$	—		$	—		$	—

The effects of reinsurance on interest credited to contractholder funds, contract benefits and expenses for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,938,015		$	1,882,714		$	1,893,124
Assumed		8,180			9,167			7,337
Ceded:
Affiliate		(1,505,010	)		(1,369,305	)		(1,408,953	)
Non-affiliate		(441,185	)		(522,576	)		(491,508	)
Interest credited to contractholder funds, contract benefits and expenses, net of reinsurance	$	—		$	—		$	—

9. Guarantees and Contingent Liabilities

Guarantees

In the normal course of business, the Company provides standard indemnifications to contractual counterparties in connection with numerous transactions, including acquisitions and divestitures. The types of indemnifications typically provided include indemnifications for breaches of representations and warranties, taxes and certain other liabilities, such as third party lawsuits. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business based on an assessment that the risk of loss would be remote. The terms of the indemnifications vary in duration and nature. In many cases, the maximum obligation is not explicitly stated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. Consequently, the maximum amount of the obligation under such indemnifications is not determinable. Historically, the Company has not made any material payments pursuant to these obligations.

The aggregate liability balance related to all guarantees was not material as of December 31, 2013.

Regulation and Compliance

The Company is subject to changing social, economic and regulatory conditions. From time to time, regulatory authorities or legislative bodies seek to impose additional regulations regarding agent and broker compensation, regulate the nature of and amount of investments, and otherwise expand overall regulation of insurance products and the insurance industry. The Company has established procedures and policies to facilitate

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compliance with laws and regulations, to foster prudent business operations, and to support financial reporting. The Company routinely reviews its practices to validate compliance with laws and regulations and with internal procedures and policies. As a result of these reviews, from time to time the Company may decide to modify some of its procedures and policies. Such modifications, and the reviews that led to them, may be accompanied by payments being made and costs being incurred. The ultimate changes and eventual effects of these actions on the Company’s business, if any, are uncertain.

The Company is currently being examined by certain states for compliance with unclaimed property laws. It is possible that this examination may result in additional payments of abandoned funds to states and to changes in the Company’s practices and procedures for the identification of escheatable funds, which could impact benefit payments and reserves, among other consequences; however, it is not likely to have a material effect on the financial statements of the Company.

10. Income Taxes

The Company joins the Corporation and its other subsidiaries (the “Allstate Group”) in the filing of a consolidated federal income tax return and is party to a federal income tax allocation agreement (the “Allstate Tax Sharing Agreement”). Under the Allstate Tax Sharing Agreement, the Company pays to or receives from the Corporation the amount, if any, by which the Allstate Group’s federal income tax liability is affected by virtue of inclusion of the Company in the consolidated federal income tax return. The Company also has a supplemental tax sharing agreement with respect to reinsurance ceded to ALIC to allocate the tax benefits and costs related to such reinsurance. Effectively, these agreements result in the Company’s annual income tax provision being computed, with adjustments, as if the Company filed a separate return, adjusted for the reinsurance ceded to ALIC.

The Internal Revenue Service (“IRS”) is currently examining the Allstate Group’s 2011 and 2012 federal income tax returns. The IRS has completed its examination of the Allstate Group’s 2009 and 2010 federal income tax returns and issued a Revenue Agent’s Report on April 15, 2013. The Allstate Group protested certain of the adjustments contained in the report and the case was forwarded to Appeals on June 13, 2013. The IRS has also completed its examinations of the Allstate Group’s federal income tax returns for the years 2005-2008 and a final settlement for those years has been approved by the Joint Committee on Taxation. The Allstate Group’s tax years prior to 2005 have been examined by the IRS and the statute of limitations has expired on those years. Any adjustments that may result from IRS examinations of tax returns are not expected to have a material effect on the results of operations, cash flows or financial position of the Company.

The Company had no liability for unrecognized tax benefits as of December 31, 2013, 2012 or 2011, and believes it is reasonably possible that the liability balance will not significantly increase within the next twelve months. No amounts have been accrued for interest or penalties.

The components of the deferred income tax assets and liabilities as of December 31 are as follows:

($ in thousands)	2013			2012
Deferred assets
Reinsurance recoverables	$	497		$	—
Other assets		4			—
Total deferred assets		501			—
Deferred liabilities
Unrealized net capital gains		(2,084	)		(7,433	)
Accrued expenses		(981	)		(524	)
Other liabilities		—			(33	)
Total deferred liabilities		(3,065	)		(7,990	)
Net deferred liability	$	(2,564	)	$	(7,990	)

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The components of income tax expense for the years ended December 31 are as follows:

($ in thousands)	2013			2012		2011
Current	$	3,902		$	4,145	$	4,802
Deferred		(77	)		128		59
Total income tax expense	$	3,825		$	4,273	$	4,861

The Company paid income taxes of $4.2 million, $4.8 million and $4.4 million in 2013, 2012 and 2011, respectively.

A reconciliation of the statutory federal income tax rate to the effective income tax rate on income from operations for the years ended December 31 is as follows:

	2013			2012			2011
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Other		—			—			(0.1	)
Effective income tax rate		35.0	%		35.0	%		34.9	%

11. Statutory Financial Information and Dividend Limitations

The Company prepares its statutory-basis financial statements in conformity with accounting practices prescribed or permitted by the State of Nebraska. Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners (“NAIC”), as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed.

The State of Nebraska requires insurance companies domiciled in its state to prepare statutory-basis financial statements in conformity with the NAIC Accounting Practices and Procedures Manual, subject to any deviations prescribed or permitted by the State of Nebraska Insurance Commissioner. Statutory accounting practices differ from GAAP primarily since they require charging policy acquisition and certain sales inducement costs to expense as incurred, establishing life insurance reserves based on different actuarial assumptions, and valuing certain investments and establishing deferred taxes on a different basis.

Statutory net income was $7.7 million, $8.5 million and $8.6 million in 2013, 2012 and 2011, respectively. Statutory capital and surplus was $332.5 million and $323.9 million as of December 31, 2013 and 2012, respectively.

Dividend Limitations

The ability of the Company to pay dividends is dependent on business conditions, income, cash requirements and other relevant factors. The payment of shareholder dividends by the Company without the prior approval of the Nebraska Department of Insurance (“NE DOI”) is limited to formula amounts based on net income and capital and surplus, determined in conformity with statutory accounting practices, as well as the timing and amount of dividends paid in the preceding twelve months. The Company did not pay any dividends in 2013. The maximum amount of dividends the Company can pay without prior NE DOI approval during 2014 is $33.2 million. Any dividend must be paid out of unassigned surplus excluding unrealized appreciation from investments, which totaled $159.2 million as of December 31, 2013, and cannot result in capital and surplus being less than the minimum amount required by law.

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Under state insurance laws, insurance companies are required to maintain paid up capital of not less than the minimum capital requirement applicable to the types of insurance they are authorized to write. Insurance companies are also subject to risk-based capital (“RBC”) requirements adopted by state insurance regulators. A company’s “authorized control level RBC” is calculated using various factors applied to certain financial balances and activity. Companies that do not maintain statutory capital and surplus at a level in excess of the company action level RBC, which is two times authorized control level RBC, are required to take specified actions. Company action level RBC is significantly in excess of the minimum capital requirements. Total statutory capital and surplus and authorized control level RBC of the Company were $332.5 million and $61.9 million, respectively, as of December 31, 2013.

12. Other Comprehensive Income

The components of other comprehensive (loss) income on a pre-tax and after-tax basis for the years ended December 31 are as follows:

	2013
($ in thousands)	Pre-tax			Tax			After-tax
Unrealized net holding losses arising during the period	$	(15,281	)	$	5,349		$	(9,932	)
Less: reclassification adjustment of realized capital gains and losses		1			—			1
Unrealized net capital gains and losses		(15,282	)		5,349			(9,933	)
Other comprehensive loss	$	(15,282	)	$	5,349		$	(9,933	)
	2012
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	977		$	(343	)	$	634
Less: reclassification adjustment of realized capital gains and losses		596			(209	)		387
Unrealized net capital gains and losses		381			(134	)		247
Other comprehensive income	$	381		$	(134	)	$	247
	2011
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	7,322		$	(2,562	)	$	4,760
Less: reclassification adjustment of realized capital gains and losses		2,075			(726	)		1,349
Unrealized net capital gains and losses		5,247			(1,836	)		3,411
Other comprehensive income	$	5,247		$	(1,836	)	$	3,411

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LINCOLN BENEFIT LIFE COMPANY

SCHEDULE I—SUMMARY OF INVESTMENTS

OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 2013

($ in thousands)	Amortized cost		Fair value		Amount at which shown in the Balance Sheet
Type of investment
Fixed maturities:
Bonds:
United States government, government agencies and authorities	$	70,790	$	73,846	$	73,846
States, municipalities and political subdivisions		2,499		2,769		2,769
Foreign governments		4,999		5,164		5,164
Public utilities		14,960		15,994		15,994
All other corporate bonds		175,226		175,983		175,983
Residential mortgage-backed securities		13,866		14,450		14,450
Commercial mortgage-backed securities		2,588		2,676		2,676
Total fixed maturities		284,928		290,882		290,882
Short-term investments		55,959		55,959		55,959
Total investments	$	340,887	$	346,841	$	346,841

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LINCOLN BENEFIT LIFE COMPANY

SCHEDULE IV—REINSURANCE

($ in thousands)	Gross amount		Ceded to other companies(1)		Assumed from other companies		Net amount		Percentage of amount assumed to net
Year ended December 31, 2013
Life insurance in force	$	389,941,404	$	395,421,202	$	5,479,798	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,250,623	$	1,257,453	$	6,830	$	—		—	%
Accident and health insurance		80,974		80,974		—		—		—	%
	$	1,331,597	$	1,338,427	$	6,830	$	—		—	%
Year ended December 31, 2012
Life insurance in force	$	378,467,115	$	384,205,939	$	5,738,824	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,201,592	$	1,208,376	$	6,784	$	—		—	%
Accident and health insurance		97,272		97,272		—		—		—	%
	$	1,298,864	$	1,305,648	$	6,784	$	—		—	%
Year ended December 31, 2011
Life insurance in force	$	364,469,564	$	370,439,179	$	5,969,615	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,156,434	$	1,163,491	$	7,057	$	—		—	%
Accident and health insurance		109,830		109,830		—		—		—	%
	$	1,266,264	$	1,273,321	$	7,057	$	—		—	%

⁽¹⁾  No reinsurance or coinsurance income was netted against premiums ceded in 2013, 2012 or 2011.

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Item 11(f). Selected Financial Data

5-YEAR SUMMARY OF SELECTED FINANCIAL DATA

($ in thousands)	2013		2012		2011		2010		2009
Operating results
Net investment income	$	10,935	$	11,590	$	11,836	$	12,067	$	11,783
Realized capital gains and losses		—		626		2,075		694		1,480
Total revenues		10,935		12,216		13,911		12,761		13,263
Net income		7,110		7,943		9,050		8,310		8,629
Financial position
Investments	$	346,841	$	354,762	$	346,614	$	332,049	$	316,900
Total assets		18,844,833		19,781,989		20,863,567		22,729,575		22,932,908
Reserve for life-contingent contract benefits and contractholder funds		16,681,526		17,680,523		18,689,114		20,258,388		20,438,414
Shareholder’s equity		343,695		346,518		338,328		325,867		312,973

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Item 11(h). Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The following discussion highlights significant factors influencing the financial position and results of operations of Lincoln Benefit. It should be read in conjunction with the financial statements and related notes found under Item 11(e) contained herein. We operate as a single segment entity, based on the manner in which we use financial information to evaluate business performance and to determine the allocation of resources.

The most important factors we monitor to evaluate the financial condition and performance of our company include:

• For operations: premiums and contract charges ceded to ALIC and other reinsurers, and invested assets.

• For investments: exposure to market risk, credit quality/experience, net investment income, cash flows, realized capital gains and losses, unrealized capital gains and losses, stability of long-term returns, and asset duration.

• For financial condition: financial strength ratings and capital position.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the financial statements. The most critical estimates include those used in determining:

• Fair value of financial assets

• Impairment of fixed income securities

In making these determinations, management makes subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to our business and operations. It is reasonably likely that changes in these estimates could occur from period to period and result in a material impact on our financial statements.

A brief summary of each of these critical accounting estimates follows. For a more detailed discussion of the effect of these estimates on our financial statements, and the judgments and assumptions related to these estimates, see the referenced sections of this document. For a complete summary of our significant accounting policies, see the notes to the financial statements.

Fair value of financial assets Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of fair value of financial assets and the supporting assumptions and methodologies. We use independent third-party valuation service providers, broker quotes and internal pricing methods to determine fair values. We obtain or calculate only one single quote or price for each financial instrument.

Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of proprietary models, produce valuation information in the form of a single fair value for individual securities for which a fair value has been requested under the terms of our agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates, and other information, as applicable. Credit and liquidity spreads are

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typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial instruments. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector, and where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience. In cases where market transactions or other market observable data is limited, the extent to which judgment is applied varies inversely with the availability of market observable information.

For certain of our financial assets measured at fair value, where our valuation service providers cannot provide fair value determinations, we obtain a single non-binding price quote from a broker familiar with the security who, similar to our valuation service providers, may consider transactions or activity in similar securities among other information. The brokers providing price quotes are generally from the brokerage divisions of leading financial institutions with market making, underwriting and distribution expertise regarding the security subject to valuation.

The fair value of certain financial assets, including privately placed corporate fixed income securities, for which our valuation service providers or brokers do not provide fair value determinations, is determined using valuation methods and models widely accepted in the financial services industry. Our internal pricing methods are primarily based on models using discounted cash flow methodologies that develop a single best estimate of fair value. Our models generally incorporate inputs that we believe are representative of inputs other market participants would use to determine fair value of the same instruments, including yield curves, quoted market prices of comparable securities, published credit spreads, and other applicable market data as well as instrument-specific characteristics that include, but are not limited to, coupon rates, expected cash flows, sector of the issuer, and call provisions. Judgment is required in developing these fair values. As a result, the fair value of these financial assets may differ from the amount actually received to sell an asset in an orderly transaction between market participants at the measurement date. Moreover, the use of different valuation assumptions may have a material effect on the financial assets’ fair values.

For most of our financial assets measured at fair value, all significant inputs are based on or corroborated by market observable data and significant management judgment does not affect the periodic determination of fair value. The determination of fair value using discounted cash flow models involves management judgment when significant model inputs are not based on or corroborated by market observable data. However, where market observable data is available, it takes precedence, and as a result, no range of reasonably likely inputs exists from which the basis of a sensitivity analysis could be constructed.

We gain assurance that our financial assets are appropriately valued through the execution of various processes and controls designed to ensure the overall reasonableness and consistent application of valuation methodologies, including inputs and assumptions, and compliance with accounting standards. For fair values received from third parties or internally estimated, our processes and controls are designed to ensure that the valuation methodologies are appropriate and consistently applied, the inputs and assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded. For example, on a continuing basis, we assess the reasonableness of individual fair values that have stale security prices or that exceed certain thresholds as compared to previous fair values received from valuation service providers or brokers or derived from internal models. We perform procedures to understand and assess the methodologies, processes and controls of valuation service providers. In addition, we may validate the reasonableness of fair values by comparing information obtained from valuation service providers or brokers to other third party valuation sources for selected securities. We perform ongoing price validation procedures such as back-testing of actual sales, which corroborate the various inputs used in internal models to market observable data. When fair value determinations are expected to be more variable, we validate them through reviews by members of management who have relevant expertise and who are independent of those charged with executing investment transactions.

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We also perform an analysis to determine whether there has been a significant decrease in the volume and level of activity for the asset when compared to normal market activity, and if so, whether transactions may not be orderly. Among the indicators we consider in determining whether a significant decrease in the volume and level of market activity for a specific asset has occurred include the level of new issuances in the primary market, trading volume in the secondary market, level of credit spreads over historical levels, bid-ask spread, and price consensuses among market participants and sources. If evidence indicates that prices are based on transactions that are not orderly, we place little, if any, weight on the transaction price and will estimate fair value using an internal model. As of December 31, 2013 and 2012, we did not alter fair values provided by our valuation service providers or brokers or substitute them with an internal model for such securities.

The following table identifies fixed income securities and short-term investments as of December 31, 2013 by source of fair value determination.

($ in thousands)	Fair value		Percent to total
Fair value based on internal sources	$	12,570		3.6	%
Fair value based on external sources(1)		334,271		96.4
Total	$	346,841		100.0	%

⁽¹⁾ None are valued using broker quotes.

For additional detail on fair value measurements, see Note 5 of the financial statements.

Impairment of fixed income securities For fixed income securities classified as available for sale, the difference between fair value and amortized cost, net of deferred income taxes, is reported as a component of accumulated other comprehensive income on the Statements of Financial Position and is not reflected in the operating results of any period until reclassified to net income upon the consummation of a transaction with an unrelated third party or when a write-down is recorded due to an other-than-temporary decline in fair value. We have a comprehensive portfolio monitoring process to identify and evaluate each fixed income security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, we assess whether management with the appropriate authority has made the decision to sell or whether it is more likely than not we will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If a security meets either of these criteria, the security’s decline in fair value is considered other than temporary and is recorded in earnings.

If we have not made the decision to sell the fixed income security and it is not more likely than not we will be required to sell the fixed income security before recovery of its amortized cost basis, we evaluate whether we expect to receive cash flows sufficient to recover the entire amortized cost basis of the security. We use our best estimate of future cash flows expected to be collected from the fixed income security, discounted at the security’s original or current effective rate, as appropriate, to calculate a recovery value and determine whether a credit loss exists. The determination of cash flow estimates is inherently subjective and methodologies may vary depending on facts and circumstances specific to the security. All reasonably available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable assumptions and forecasts, are considered when developing the estimate of cash flows expected to be collected. That information generally includes, but is not limited to, the remaining payment terms of the security, prepayment speeds, foreign exchange rates, the financial condition and future earnings potential of the issue or issuer, expected defaults, expected recoveries, the value of underlying collateral, vintage, geographic concentration, available reserves or escrows, current subordination levels, third party guarantees and other credit enhancements. Other information, such as industry analyst reports and forecasts, sector credit ratings, financial condition of the bond insurer for insured fixed income securities, and other market data relevant to the

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realizability of contractual cash flows, may also be considered. The estimated fair value of collateral will be used to estimate recovery value if we determine that the security is dependent on the liquidation of collateral for ultimate settlement. If the estimated recovery value is less than the amortized cost of the security, a credit loss exists and an other-than-temporary impairment for the difference between the estimated recovery value and amortized cost is recorded in earnings. The portion of the unrealized loss related to factors other than credit remains classified in accumulated other comprehensive income. If we determine that the fixed income security does not have sufficient cash flow or other information to estimate a recovery value for the security, we may conclude that the entire decline in fair value is deemed to be credit related and the loss is recorded in earnings.

Once assumptions and estimates are made, any number of changes in facts and circumstances could cause us to subsequently determine that a fixed income security is other-than-temporarily impaired, including: 1) general economic conditions that are worse than previously forecasted or that have a greater adverse effect on a particular issuer or industry sector than originally estimated; 2) changes in the facts and circumstances related to a particular issue or issuer’s ability to meet all of its contractual obligations; and 3) changes in facts and circumstances that result in changes to management’s intent to sell or result in our assessment that it is more likely than not we will be required to sell before recovery of the amortized cost basis. Changes in assumptions, facts and circumstances could result in additional charges to earnings in future periods to the extent that losses are realized. The charge to earnings, while potentially significant to net income, would not have a significant effect on shareholder’s equity, since our securities are designated as available for sale and carried at fair value and as a result, any related unrealized loss, net of deferred income taxes, would already be reflected as a component of accumulated other comprehensive income in shareholder’s equity.

The determination of the amount of other-than-temporary impairment is an inherently subjective process based on periodic evaluations of the factors described above. Such evaluations and assessments are revised as conditions change and new information becomes available. We update our evaluations regularly and reflect changes in other-than-temporary impairments in results of operations as such evaluations are revised. The use of different methodologies and assumptions in the determination of the amount of other-than-temporary impairments may have a material effect on the amounts presented within the financial statements.

For additional detail on investment impairments, see Note 4 of the financial statements.

OPERATIONS

Overview and strategy We provide interest-sensitive, traditional and variable life insurance products through exclusive financial specialists. Prior to July 18, 2013, we sold interest-sensitive, traditional and variable life insurance, and fixed annuities including deferred and immediate through independent master brokerage agencies. Effective January 1, 2014, we no longer offer fixed annuities such as deferred and immediate annuities.

On April 1, 2014, all of the capital stock in Lincoln Benefit was acquired by Resolution Life, Inc., pursuant to a Stock Purchase Agreement by and among ALIC, Resolution Holdings, Inc. (“Resolution Holdings”) and the Limited Partnership. Immediately prior to that closing, Lincoln Benefit signed a Partial Commutation Agreement with ALIC (the “Partial Commutation Agreement”), whereby we recaptured certain business previously reinsured to ALIC, including (a) all of the fixed deferred annuity, value adjusted deferred annuity and indexed deferred annuity business written by the Company that was previously reinsured to ALIC, (b) all of the life insurance business written by the Company through independent producers that was previously reinsured to ALIC, other than certain specified life business, and (c) all of the net liability of the Company with respect to the accident and health and long-term care insurance business written by the Company that was previously reinsured to ALIC.

The primary impacts related to the commutation of the reinsurance agreement with ALIC were the receipt of investments, the reduction of the related reinsurance recoverable and the reestablishment of deferred acquisition costs. Based on estimates at February 28, 2014, the Company’s assets increased by $1.3 billion, liabilities

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increased by $0.2 billion and shareholder’s equity increased by $1.1 billion. The statutory capital of the Company subsequent to the recapture and prior to the sale closing is estimated to have increased by approximately $99 million from $332.5 million at December 31, 2013.

Immediately after the announcement of the execution of the Purchase Agreement, we ceased soliciting and selling new policies through our independent agent channel. We continued to sell new policies provided through the Allstate exclusive agency channel for a transitional period following the execution of the Purchase Agreement. ALIC continues to reinsure the ALIC Reinsured Business pursuant to the ARRA or certain existing reinsurance agreements. In addition, ALIC continues to administer the ALIC Reinsured Business pursuant to the ASA or certain existing administrative service agreements.

In connection with the acquisition, Resolution Life, Inc. and ALIC entered into a Transition Services Agreement (the “TSA”), pursuant to which ALIC will continue to provide certain administrative services for the Recaptured Business for a period of twelve to twenty-four months after the closing. Following termination of the TSA, we plan to outsource the administration of the Recaptured Business to third-party administrators. In particular, we expect to outsource the long-term administration of our deferred annuity business to se², an unaffiliated third-party service provider. We expect this transition to third-party administrators to be completed within twelve months of the closing.

At the closing, Lincoln Benefit entered into two transactions with Hannover Re. The first transaction provided financing for a portion of our statutory reserves associated with our universal life business with no-lapse guarantees and our level premium term life business (the “AXXX/XXX Financing”). The second transaction involved a reinsurance agreement with Hannover Re, structured on a combined modified coinsurance and monthly renewable term reinsurance basis.

Following the closing, Resolution Life, Inc., as sole shareholder of Lincoln Benefit, acted by written consent to appoint W. Weldon Wilson, Clive Cowdery, Jonathan Hack, Ann Frohman, Robert Stein, Grace Vandecruze and Richard Carbone as new directors of Lincoln Benefit (the “Board”). Pursuant to a meeting of the Board held on April 1, 2014, the Board appointed W. Weldon Wilson as CEO and Secretary, Keith Gubbay as President and Chief Actuarial Officer, Robyn Wyatt as Chief Financial Officer, Executive Vice President and Treasurer, Karl Chappell as Managing Director, Investments & Mergers and Acquisitions and Simon Packer as Chief Transformation Officer.

Our parent company, Resolution Life, Inc., is focused on the management of in-force policies of life insurance companies. Pursuant to this strategy, Resolution Life, Inc. intends to acquire additional life insurance companies or runoff blocks of business from unrelated insurers. Resolution Life, Inc. may seek to combine portions of its acquired businesses in order to recognize efficiencies.

Net income Net income for the years ended December 31 is presented in the following table.

($ in thousands)	2013			2012			2011
Net investment income	$	10,935		$	11,590		$	11,836
Realized capital gains and losses		—			626			2,075
Income tax expense		(3,825	)		(4,273	)		(4,861	)
Net income	$	7,110		$	7,943		$	9,050

We have reinsurance agreements whereby certain premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, LB Re and other non-affiliated reinsurers, and are reflected net of such reinsurance in the Statements of Operations and Comprehensive Income. Our results of operations include net investment income and realized capital gains and losses recognized in connection with the assets that are not transferred under the reinsurance agreements.

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Net income decreased 10.5% in 2013 compared to 2012 due to lower net investment income and the absence of net realized capital gains in 2013. Net income decreased 12.2% in 2012 compared to 2011 due to lower net realized capital gains.

Financial Position The financial position as of December 31 is presented in the following table.

($ in thousands)	2013		2012
Fixed income securities(1)	$	290,882	$	330,559
Short-term investments(2)		55,959		24,203
Total investments	$	346,841	$	354,762
Cash	$	5,100	$	13,073
Reinsurance recoverable from ALIC and affiliate		14,518,174		15,553,945
Reinsurance recoverable from non-affiliates		2,190,417		2,147,496
Contractholder funds		13,124,115		14,255,844
Reserve for life-contingent contract benefits		3,557,411		3,424,679
Separate accounts assets and liabilities		1,700,566		1,625,669
Shareholder’s equity		343,695		346,518

⁽¹⁾  Fixed income securities are carried at fair value. Amortized cost basis for these securities was $284.9 million and $309.3 million as of December 31, 2013 and 2012, respectively.

⁽²⁾  Short-term investments are carried at fair value. Amortized cost basis for these investments was $56.0 million and $24.2 million as of December 31, 2013 and 2012, respectively.

Total investments decreased to $346.8 million as of December 31, 2013, from $354.8 million as of December 31, 2012, primarily due to lower fixed income valuations.

Fixed income securities by type are listed in the following table.

($ in thousands)	Fair value as of December 31, 2013		Percent to total investments			Fair value as of December 31, 2012		Percent to total investments
U.S. government and agencies	$	73,846		21.3	%	$	92,087		26.0	%
Municipal		2,769		0.8			2,900		0.8
Corporate		191,977		55.3			191,968		54.1
Foreign government		5,164		1.5			5,264		1.5
Residential mortgage-backed securities (“RMBS”)		14,450		4.2			29,737		8.4
Commercial mortgage-backed securities (“CMBS”)		2,676		0.8			8,603		2.4
Total fixed income securities	$	290,882		83.9	%	$	330,559		93.2	%

As of December 31, 2013, all of the fixed income securities portfolio was rated investment grade, which is defined as a security having a rating of Aaa, Aa, A or Baa from Moody’s, a rating of AAA, AA, A or BBB from Standard & Poor’s (“S&P”), Fitch, Dominion, Kroll or Realpoint, a rating of aaa, aa, a or bbb from A.M. Best, or a comparable internal rating if an externally provided rating is not available. All of our fixed income securities are rated by third party credit rating agencies, the National Association of Insurance Commissioners (“NAIC”), and/or are internally rated. Our initial investment decisions and ongoing monitoring procedures for fixed income securities are based on a thorough due diligence process which includes, but is not limited to, an assessment of the credit quality, sector, structure, and liquidity risks of each issue.

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The following table summarizes the fair value and unrealized net capital gains and losses for fixed income securities by credit rating as of December 31, 2013.

	Aaa					Aa				A
($ in thousands)	Fair value		Unrealized gain/(loss)			Fair value		Unrealized gain/(loss)		Fair value		Unrealized gain/(loss)
U.S. government and agencies	$	73,846	$	3,056		$	—	$	—	$	—	$	—
Municipal		—		—			2,769		270		—		—
Corporate
Public		1,527		30			25,324		403		84,637		2,378
Privately placed		14,866		(132	)		2,015		16		—		—
Foreign government		—		—			5,164		165		—		—
RMBS
U.S. government sponsored entities (“U.S. Agency”)		10,644		510			—		—		—		—
Prime residential mortgage-backed securities (“Prime”)		827		11			—		—		345		6
Alt-A residential mortgage-backed securities (“Alt-A”)		—		—			—		—		—		—
CMBS		590		4			—		—		—		—
Total fixed income securities	$	102,300	$	3,479		$	35,272	$	854	$	84,982	$	2,384

	Baa					Total
	Fair value		Unrealized gain/(loss)			Fair value		Unrealized gain/(loss)
U.S. government and agencies	$	—	$	—		$	73,846	$	3,056
Municipal		—		—			2,769		270
Corporate
Public		57,830		(653	)		169,318		2,158
Privately placed		5,778		(251	)		22,659		(367	)
Foreign government		—		—			5,164		165
RMBS
U.S. Agency		—		—			10,644		510
Prime		1,165		18			2,337		35
Alt-A		1,469		39			1,469		39
CMBS		2,086		84			2,676		88
Total fixed income securities	$	68,328	$	(763	)	$	290,882	$	5,954

RMBS and CMBS are structured securities that are primarily collateralized by residential and commercial real estate loans. The cash flows from the underlying collateral paid to the securitization trust are generally applied in a pre-determined order and are designed so that each security issued by the trust, typically referred to as a “class”, qualifies for a specific original rating. For example, the “senior” portion or “top” of the capital structure, or rating class, which would originally qualify for a rating of Aaa typically has priority in receiving principal repayments on the underlying collateral and retains this priority until the class is paid in full. In a sequential structure, underlying collateral principal repayments are directed to the most senior rated Aaa class in the structure until paid in full, after which principal repayments are directed to the next most senior Aaa class in the structure until it is paid in full. Senior Aaa classes generally share any losses from the underlying collateral on a pro-rata basis after losses are absorbed by classes with lower original ratings. The payment priority and class subordination included in these securities serves as credit enhancement for holders of the senior or top portions of the structures. These securities continue to retain the payment priority features that existed at the origination of the securitization trust. Other forms of credit enhancement may include structural features embedded in the

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securitization trust, such as overcollateralization, excess spread and bond insurance. The underlying collateral can have fixed interest rates, variable interest rates (such as adjustable rate mortgages) or may contain features of both fixed and variable rate mortgages.

RMBS totaled $14.5 million as of December 31, 2013, with an unrealized net capital gain of $584 thousand. The RMBS portfolio is subject to interest rate risk, but unlike other fixed income securities, is additionally subject to significant prepayment risk from the underlying residential mortgage loans. RMBS consists of a U.S. Agency portfolio having collateral issued or guaranteed by U.S. government agencies and a non-agency portfolio consisting of securities collateralized by Prime and Alt-A loans. The non-agency portfolio totaled $3.8 million as of December 31, 2013, with an unrealized net capital gain of $74 thousand.

CMBS totaled $2.7 million as of December 31, 2013, with an unrealized net capital gain of $88 thousand. The CMBS portfolio is subject to credit risk and has a sequential paydown structure. All of the CMBS investments are traditional conduit transactions collateralized by commercial mortgage loans, broadly diversified across property types and geographical area.

Short-term investments Our short-term investment portfolio was $56.0 million as of December 31, 2013.

Unrealized net capital gains totaled $6.0 million as of December 31, 2013 compared to $21.2 million as of December 31, 2012. The decline was primarily due to increasing risk-free interest rates. The following table presents unrealized net capital gains and losses as of December 31.

($ in thousands)	2013		2012
U.S. government and agencies	$	3,056	$	5,659
Municipal		270		401
Corporate		1,791		13,144
Foreign government		165		265
RMBS		584		1,498
CMBS		88		268
Fixed income securities		5,954		21,235
Short-term investments		—		1
Unrealized net capital gains and losses, pre-tax	$	5,954	$	21,236

The unrealized net capital gain for the fixed income portfolio totaled $6.0 million and comprised $10.0 million of gross unrealized gains and $4.1 million of gross unrealized losses as of December 31, 2013. This is compared to an unrealized net capital gain for the fixed income portfolio totaling $21.2 million, comprised of $21.3 million of gross unrealized gains and $29 thousand of gross unrealized losses as of December 31, 2012.

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Gross unrealized gains and losses on fixed income securities by type and sector as of December 31, 2013 are provided in the following table.

($ in thousands)	Amortized cost		Gross unrealized					Fair value
			Gains		Losses
Corporate:
Consumer goods (cyclical and non-cyclical)	$	51,443	$	1,834	$	(1,665	)	$	51,612
Capital goods		26,938		383		(917	)		26,404
Technology		19,870		179		(503	)		19,546
Communications		7,005		—		(299	)		6,706
Basic industry		15,974		353		(230	)		16,097
Banking		14,482		782		(47	)		15,217
Financial services		10,311		647		(38	)		10,920
Energy		11,073		446		—			11,519
Utilities		14,960		1,034		—			15,994
Transportation		8,130		126		—			8,256
Other		10,000		—		(294	)		9,706
Total corporate fixed income portfolio		190,186		5,784		(3,993	)		191,977
U.S. government and agencies		70,790		3,113		(57	)		73,846
Municipal		2,499		270		—			2,769
Foreign government		4,999		165		—			5,164
RMBS		13,866		584		—			14,450
CMBS		2,588		88		—			2,676
Total fixed income securities	$	284,928	$	10,004	$	(4,050	)	$	290,882

The consumer goods, capital goods and technology sectors had the highest concentration of gross unrealized losses in our corporate fixed income securities portfolio as of December 31, 2013. In general, the gross unrealized losses are principally related to increasing risk-free interest-rates or widening credit spreads remain since the time of initial purchase.

Net investment income The following table presents net investment income for the years ended December 31.

($ in thousands)	2013			2012			2011
Fixed income securities	$	11,545		$	12,138		$	12,133
Short-term investments		23			20			11
Investment income, before expense		11,568			12,158			12,144
Investment expense		(633	)		(568	)		(308	)
Net investment income	$	10,935		$	11,590		$	11,836

Net investment income decreased 5.7% or $655 thousand in 2013 compared to 2012, after decreasing 2.1% or $246 thousand in 2012 compared to 2011. The decline in both years was due to lower yields.

Realized capital gains and losses Realized capital gains and losses netted to zero in 2013 with gains from sales offsetting impairment write-downs. We recognized realized capital gains of $626 thousand and $2.1 million in 2012 and 2011, respectively, primarily related to sales of investments.

Cash As of December 31, 2013, our cash balance was $5.1 million compared to $13.1 million as of December 31, 2012. Fluctuations in our cash flows generally result from differences in the timing of reinsurance payments to and from ALIC and payments to affiliates.

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Reinsurance recoverable, contractholder funds and reserve for life-contingent contract benefits Under GAAP, when reinsurance contracts do not relieve the ceding company of legal liability to contractholders, the ceding company is required to report reinsurance recoverables arising from these contracts separately as assets. The liabilities for the contracts are reported as contractholder funds, reserve for life-contingent contract benefits, or separate accounts liabilities depending on the characteristics of the contracts. We reinsure certain reserve liabilities with ALIC, LB Re or non-affiliated reinsurers. Reinsurance recoverables and the related reserve for life-contingent contract benefits and contractholder funds are reported separately in the Statements of Financial Position, while the assets which support the separate accounts liabilities are reflected as separate accounts assets.

As of December 31, 2013, contractholder funds decreased to $13.12 billion from $14.26 billion as of December 31, 2012 as a result of new and additional deposits on fixed annuities and interest-sensitive life policies and interest credited to contractholder funds being more than offset by surrenders, withdrawals, benefit payments and related contract charges. The reserve for life-contingent contract benefits increased to $3.56 billion as of December 31, 2013 from $3.42 billion as of December 31, 2012 primarily due to increases in long-term care insurance reserves and sales of traditional life insurance, partially offset by benefits paid and policy lapses. Reinsurance recoverables from ALIC and affiliates decreased by $1.04 billion and reinsurance recoverables from non-affiliates increased $42.9 million.

We purchase reinsurance after evaluating the financial condition of the reinsurer, as well as the terms and price of coverage. As of December 31, 2013, 95% of reinsurance recoverables due from non-affiliated companies were reinsured under uncollateralized reinsurance agreements with companies that had a financial strength rating of A- or above, as measured by S&P. In certain cases, these ratings refer to the financial strength of the affiliated group or parent company of the reinsurer. We continuously monitor the creditworthiness of reinsurers in order to determine our risk of recoverability on an individual and aggregate basis, and a provision for uncollectible reinsurance is recorded if needed. No amounts have been deemed unrecoverable in the three years ended December 31, 2013.

MARKET RISK

Market risk is the risk that we will incur losses due to adverse changes in interest rates and credit spreads. We also have certain exposures to changes in equity prices in our equity-indexed annuities and separate accounts liabilities.

Overview In formulating and implementing guidelines for investing funds, we seek to earn returns that contribute to attractive and stable profits and long-term capital growth.

We use quantitative and qualitative market-based approaches to measure, monitor and manage market risk. We evaluate our exposure to market risk through the use of multiple measures including but not limited to duration, value-at-risk, scenario analysis and sensitivity analysis. Duration measures the price sensitivity of assets to changes in interest rates. For example, if interest rates increase 100 basis points, the fair value of an asset with a duration of 5 is expected to decrease in value by 5%. Value-at-risk is a statistical estimate of the probability that the change in fair value of a portfolio will exceed a certain amount over a given time horizon. Scenario analysis estimates the potential changes in the fair value of a portfolio that could occur under different hypothetical market conditions defined by changes to multiple market risk factors: interest rates and credit spreads. Sensitivity analysis estimates the potential changes in the fair value of a portfolio that could occur under different hypothetical shocks to a market risk factor. In general, we establish investment portfolio asset allocation and market risk limits based upon a combination of duration, value-at-risk, scenario analysis and sensitivity analysis. The asset allocation limits place restrictions on the total funds that may be invested within an asset class. Comprehensive day-to-day management of market risk within defined tolerance ranges occurs as portfolio managers buy and sell within their respective markets based upon the acceptable boundaries established by investment policies.

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Interest rate risk is the risk that we will incur a loss due to adverse changes in interest rates relative to the characteristics of our interest bearing assets. This risk arises from our investment in interest-sensitive assets. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key risk-free reference yields.

One of the measures used to quantify interest rate exposure is duration. To calculate duration, we project asset cash flows and calculate their net present value using a risk-free market interest rate adjusted for credit quality, sector attributes, liquidity and other specific risks. Duration is calculated by revaluing these cash flows at alternative interest rates and determining the percentage change in aggregate fair value. The projections include assumptions (based upon historical market experience and our experience) that reflect the effect of changing interest rates on the prepayment, lapse, leverage and/or option features of instruments, where applicable. The preceding assumptions relate primarily to mortgage-backed securities, and municipal and corporate obligations. Our asset duration was 3.87 and 3.88 as of December 31, 2013 and 2012, respectively.

Based upon the information and assumptions used in the duration calculation, and interest rates in effect as of December 31, 2013, we estimate that a 100 basis point immediate, parallel increase in interest rates (“rate shock”) would decrease the net fair value of the assets by $11.2 million, compared to $12.4 million as of December 31, 2012. The selection of a 100 basis point immediate, parallel change in interest rates should not be construed as our prediction of future market events, but only as an illustration of the potential effect of such an event.

To the extent that conditions differ from the assumptions we used in these calculations, duration and rate shock measures could be significantly impacted. Additionally, our calculations assume that the current relationship between short-term and long-term interest rates (the term structure of interest rates) will remain constant over time. As a result, these calculations may not fully capture the effect of non-parallel changes in the term structure of interest rates and/or large changes in interest rates.

Credit spread risk is the risk that we will incur a loss due to adverse changes in credit spreads (“spreads”). This risk arises from our investment in spread-sensitive fixed income assets.

We manage the spread risk in our assets. One of the measures used to quantify this exposure is spread duration. Spread duration measures the price sensitivity of the assets to changes in spreads. For example, if spreads increase 100 basis points, the fair value of an asset exhibiting a spread duration of 5 is expected to decrease in value by 5%.

Spread duration is calculated similarly to interest rate duration. As of December 31, 2013, the spread duration of assets was 3.98, compared to 3.86 as of December 31, 2012. Based upon the information and assumptions we use in this spread duration calculation, and spreads in effect as of December 31, 2013, we estimate that a 100 basis point immediate, parallel increase in spreads across all asset classes, industry sectors and credit ratings (“spread shock”) would decrease the net fair value of the assets by $10.6 million, compared to $10.9 million as of December 31, 2012. The selection of a 100 basis point immediate parallel change in spreads should not be construed as our prediction of future market events, but only as an illustration of the potential effect of such an event.

Equity price risk is the risk that we will incur losses due to adverse changes in the general levels of the equity markets. As of December 31, 2013 and 2012, we had separate accounts assets related to variable annuity and variable life contracts with account values totaling $1.70 billion and $1.63 billion, respectively. Equity risk exists for contract charges based on separate account balances and guarantees for death and/or income benefits provided by our variable products. All variable life and annuity contract charges and fees, liabilities and benefits, including guarantees for death and/or income benefits, are ceded to ALIC in accordance with the reinsurance agreements, thereby limiting our equity risk exposure. In 2006, ALIC disposed of substantially all of its variable annuity business through reinsurance agreements with The Prudential Insurance Company of America, a subsidiary of Prudential Financial Inc. and therefore mitigated this aspect of ALIC’s risk. The Company was not a direct participant of this agreement and its reinsurance agreements with ALIC remain unchanged.

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As of December 31, 2013 and 2012 we had $2.26 billion and $2.85 billion, respectively, in equity-indexed annuity liabilities that provide customers with interest crediting rates based on the performance of the S&P 500. All contract charges and fees, and liabilities and benefits related to the equity-indexed annuity liabilities are ceded to ALIC in accordance with the reinsurance agreements, thereby limiting our equity risk exposure.

CAPITAL RESOURCES AND LIQUIDITY

Capital resources consist of shareholder’s equity. The following table summarizes our capital resources as of December 31.

($ in thousands)	2013		2012		2011
Common stock, retained income and additional capital paid-in	$	339,825	$	332,715	$	324,772
Accumulated other comprehensive income		3,870		13,803		13,556
Total shareholder’s equity	$	343,695	$	346,518	$	338,328

Shareholder’s equity decreased in 2013 due to decreased unrealized net capital gains, partially offset by net income. Shareholder’s equity increased in 2012 due to net income and increased unrealized net capital gains.

Financial ratings and strength Prior to the July 17, 2013 announcement of the pending sale of Lincoln Benefit to Resolution Life Holdings, Inc, we shared the insurance financial strength ratings of our parent, ALIC, as the majority of our business is reinsured to ALIC. ALIC’s financial strength ratings as of December 31, 2013 are A+ from A.M. Best Company, Inc., A+ from Standard & Poor’s Ratings Services, and A1 from Moody’s Investors Service, Inc. ALIC’s ratings are influenced by many factors including operating and financial performance, asset quality, liquidity, asset/liability management, overall portfolio mix, financial leverage (i.e., debt), exposure to risks, the current level of operating leverage and Allstate Insurance Company’s ratings.

Subsequent to the announcement of the pending sale of Lincoln Benefit, the rating agencies initiated reviews of Lincoln Benefit’s ratings and outlook. Moody’s downgraded Lincoln Benefit from A1 to Baa1 and revised the rating outlook from stable to negative. Both the rating and outlook will be finalized after the transaction closes. S&P downgraded Lincoln Benefit from A+ to BBB+ and placed LBL on CreditWatch negative. Both the rating and CreditWatch will be finalized after the transaction closes. A.M. Best placed Lincoln Benefit’s rating under review with negative implications, pending a final determination on both the rating and outlook after the transaction closes.

The NAIC has developed a set of financial relationships or tests known as the Insurance Regulatory Information System to assist state regulators in monitoring the financial condition of insurance companies and identifying companies that require special attention or actions by insurance regulatory authorities. The NAIC analyzes financial data provided by insurance companies using prescribed ratios, each with defined “usual ranges”. Generally, regulators will begin to monitor an insurance company if its ratios fall outside the usual ranges for four or more of the ratios. If an insurance company has insufficient capital, regulators may act to reduce the amount of insurance it can issue. Our ratios are within these ranges.

Liquidity sources and uses Our potential sources of funds principally include the following.

• Receipt of insurance premiums

• Contractholder fund deposits

• Reinsurance recoveries

• Receipts of principal and interest on investments

• Sales of investments

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• Intercompany loans

• Capital contributions from parent

Our potential uses of funds principally include the following.

• Payment of contract benefits, surrenders and withdrawals

• Reinsurance cessions and payments

• Operating costs and expenses

• Purchase of investments

• Repayment of intercompany loans

• Dividends to parent

• Tax payments/settlements

Cash flows As reflected in our Statements of Cash Flows, net cash provided by operating activities was $16 thousand, $15.0 million and $10.9 million in 2013, 2012 and 2011, respectively. Fluctuations in net cash provided by operating activities primarily occur as a result of changes in net investment income and differences in the timing of reinsurance payments to and from ALIC and payments to affiliates.

Under the terms of reinsurance agreements, all premiums and deposits, excluding variable annuity and life contract deposits allocated to separate accounts and those reinsured to non-affiliated reinsurers, are transferred to ALIC, which maintains the investment portfolios supporting our products. Payments of contractholder claims, benefits, contract surrenders and withdrawals and certain operating costs (excluding investment-related expenses), are reimbursed by ALIC, under the terms of the reinsurance agreements. We continue to have primary liability as a direct insurer for risks reinsured. Our ability to meet liquidity demands is dependent on reinsurers’ ability to meet those obligations under the reinsurance programs.

Our ability to pay dividends is dependent on business conditions, income, cash requirements and other relevant factors. The payment of shareholder dividends without the prior approval of the state insurance regulator is limited by Nebraska law to formula amounts based on net income and capital and surplus, determined in conformity with statutory accounting practices, as well as the timing and amount of dividends paid in the preceding twelve months. The maximum amount of dividends that we can pay during 2014 without prior approval of the Nebraska Department of Insurance is $33.2 million.

Contractual obligations Due to the reinsurance agreements that we have in place, certain contractual obligations are ceded to ALIC, LB Re and other non-affiliated reinsurers.

REGULATION AND LEGAL PROCEEDINGS

We are subject to extensive regulation and we are involved in various legal and regulatory actions, all of which have an effect on specific aspects of our business. For a detailed discussion of the legal and regulatory actions in which we are involved, see Note 9 of the financial statements.

PENDING ACCOUNTING STANDARDS

There are several pending accounting standards that we have not implemented because the implementation date has not yet occurred. For a discussion of these pending standards, see Note 2 of the financial statements.

The effect of implementing certain accounting standards on our financial results and financial condition is often based in part on market conditions at the time of implementation of the standard and other factors we are

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unable to determine prior to implementation. For this reason, we are sometimes unable to estimate the effect of certain pending accounting standards until the relevant authoritative body finalizes these standards or until we implement them.

Item 11(i). Changes in or disagreements with accountants

(none)

Item 11(j). Quantitative and Qualitative Disclosures About Market Risk

Information required for Item 11(j) is incorporated by reference to the material under the caption “Market Risk” in Item 11(h) of this report.

Item 11(k). Directors and executive officers

The directors of Lincoln Benefit are elected at each annual meeting of shareholders, for a term of one year. The biographies of each of the directors and executive officers as of April 4, 2014 are included below.

Clive Cowdery, 50, has been a director since April 2014. Mr. Cowdery is also a director and President of Resolution Life GP Ltd and a director of both Resolution Life Holdings, Inc. and Resolution Life, Inc. He is the founder of The Resolution Group and a director of Resolution Limited. Before founding Resolution in 2003, Mr. Cowdery served as Chairman and Chief Executive of GE Insurance Holdings. Mr. Cowdery currently serves as a director of Friends Life Group PLC and Prospect Publishing Limited, and he is the founder and chairman of the Resolution Foundation, a charitable organization dedicated to improving living standards for the 15 million people in Britain on low and middle incomes.

Jon Hack, 46, has been a director since April 2014. Mr. Hack is also a director of Resolution Life Holdings, Inc. and a director of Resolution Life, Inc. He currently serves as the Managing Partner for The Resolution Group. Prior to joining Resolution in 2009, Mr. Hack was a Managing Director and Head of European Financial Institutions Group for Lazard. Mr. Hack qualified as a chartered accountant in 1992 and is a member of The Institute of Chartered Accountants in England & Wales.

Ann Frohman, 50, has been a director since April 2014. Ms. Frohman is also a director of Resolution Life Holdings, Inc. and a director of Resolution Life, Inc. Ms. Frohman is currently self-employed at Frohman Law Office LLC, a law and government relations firm. From December 2010 to March 2012, Ms. Frohman served as Senior Vice President, Government and Industry for Physicians Mutual and Physicians Life Insurance Companies. Prior to that, Ms. Frohman held a number of leadership positions with the Nebraska Department of Insurance, including Director. Ms. Frohman is a licensed attorney with the Nebraska State Bar Association. Ms. Frohman has advised Resolution on issues of Nebraska law from time to time and expects to do so in the future.

Robert Stein, 65, has been a director since April 2014. Mr. Stein is also a director of Resolution Life Holdings, Inc. and a director of Resolution Life, Inc. From November 1976 to September 2011, Mr. Stein held various positions at Ernst & Young, including Partner. He currently serves on the boards of directors of Assurant, Inc. and Aviva plc. Mr. Stein is an actuary and a Certified Public Accountant. He is a Fellow of the Society of Actuaries and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants.

Grace Vandecruze, 50, has been a director since April 2014. Ms. Vandecruze is also a director of Resolution Holdings, Inc. and Resolution Life, Inc. Since 2006, Ms. Vandecruze has been employed with Grace Global Capital LLC, where she currently serves as Managing Director. Prior to that, she served as Managing Director at Fox-Pitt, Kelton and Vice President at Head & Company LLC. Ms. Vandecruze is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

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Richard Carbone, 66, has been a director since April 2014. Mr. Carbone is also a director of Resolution Life Holdings, Inc. and a director of Resolution Life, Inc. Prior to joining Lincoln Benefit, Mr. Carbone served as Executive Vice President and Chief Financial Officer at Prudential Financial, Inc. and The Prudential Insurance Company of America. He also served as Senior Vice President and Chief Financial Officer of Prudential Financial, Inc. from November 2001 to January 2008 and Senior Vice President and Chief Financial Officer of The Prudential Insurance Company of America from July 1997 to January 2008. Prior to that, Mr. Carbone held various leadership roles at Salomon, Inc., Bankers Trust New York Corporation and Bankers Trust Company. Mr. Carbone is a member of the board of directors for E*Trade Financial Corporation.

W. Weldon Wilson, 53, has been a director, Chief Executive Officer and Secretary since 2014. Mr. Wilson also serves as a director, Chief Executive Officer and Secretary for Resolution Life Holdings, Inc. and Resolution Life, Inc. He is currently self-employed with Wilson Roberts Consulting, Inc. From July 1991 to December 2009, Mr. Wilson held various positions at Swiss Reinsurance Company, including Chief Executive Officer, President and Director of Swiss Re Life & Health America, Inc. Mr. Wilson also serves as a director of the American Council of Life Insurers. He is a licensed attorney with the State Bar of Texas.

Robyn Wyatt, 49, has been Executive Vice President, Chief Financial Officer and Treasurer since 2014. Ms. Wyatt also serves as Executive Vice President, Chief Financial Officer and Treasurer of both Resolution Life Holdings, Inc. and Resolution Life, Inc. From March 2002 to September 2013, Ms. Wyatt held positions with various affiliates of Swiss Reinsurance Company, including Managing Director and Chief Financial Officer of Swiss Re Life & Health America Inc. Prior to that, she served as Vice President and Chief Accountant of Manulife Financial Corporation. Ms. Wyatt is a member of the Institute of Chartered Accountants in Australia and The Canadian Institute of Chartered Accountants.

Item 11(l). Executive Compensation

Compensation Discussion and Analysis (“CD&A”)

Prior to the transaction with Resolution, executive officers of Lincoln Benefit also served as officers of other subsidiaries of The Allstate Corporation (“Allstate”) and received no compensation directly from Lincoln Benefit. They were employees of an Allstate subsidiary. Allocations were made for each named executive based on the amount of the named executive’s compensation allocated to Lincoln Benefit under the Amended and Restated Service and Expense Agreement among Allstate Insurance Company, Allstate, and certain affiliates, as amended effective January 1, 2009 (the “Service and Expense Agreement”). Those allocations are reflected in the Summary Compensation Table set forth below and in this disclosure, except where noted. The named executives may have received additional compensation for services rendered to other Allstate subsidiaries, and those amounts are not reported.

Named Executives

This CD&A describes the executive compensation program at Allstate and specifically describes total 2013 compensation for the following named executives of Lincoln Benefit:

• Don Civgin—Chairman of the Board and Chief Executive Officer (CEO)

• Jesse E. Merten—Senior Vice President and Chief Financial Officer (CFO)

• Anurag Chandra—Former Executive Vice President⁽¹⁾

• Lawrence W. Dahl—Former President and Chief Operating Officer⁽²⁾

• Wilford J. Kavanaugh—Senior Vice President

• Harry R. Miller—Senior Vice President and Chief Risk Officer

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⁽¹⁾  Mr. Chandra served as Executive Vice President through October 4, 2013, at which time Mr. Chandra assumed a non-executive position within Allstate. Mr. Chandra’s employment terminated on March 31, 2014, in accordance with the Voluntary Separation Agreement and Release dated October 17, 2013 (Mr. Chandra’s “Separation Agreement”).

⁽²⁾  Mr. Dahl’s employment with Allstate terminated on August 31, 2013, in accordance with the Voluntary Separation Agreement and Release dated August 1, 2013 (Mr. Dahl’s “Separation Agreement”).

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Elements of 2013 Executive Compensation Program Design

The following table lists the elements of target direct compensation for Allstate’s 2013 executive compensation program. The program uses a mix of fixed and variable compensation elements and provides alignment with both short- and long-term business goals through annual and long-term incentives. Allstate’s incentives are designed to drive overall corporate performance, specific business unit strategies, and individual performance using performance and operational measures that Allstate correlates to stockholder value, and these incentives align with Allstate’s strategic vision and operating priorities. The Compensation and Succession Committee (the “Committee”) of the Allstate Board of Directors establishes the performance measures and ranges of performance for the variable compensation elements for overall company incentive compensation awards. An individual’s participation in Allstate incentives is based on market based compensation levels, leadership responsibilities, and experience.

	Element	Key Characteristics	Why Allstate Pays This Element	How Allstate Determines Amount
Fixed	Base salary	Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate.	Provide a base level of competitive cash compensation for executive talent.	Experience, job scope, market data, and individual performance.
Variable	Annual incentive awards	Variable compensation component payable in cash based on performance against annually established goals and assessment of individual performance.	Motivate and reward executives for performance on key strategic, operational, and financial measures during the year.	A corporate-wide funding pool is based on performance on three measures: •   Adjusted Operating Income •   Total Premiums •   Net Investment Income Individual awards are based on job scope, market data, and individual performance.
	Restricted stock units	RSUs vest over four years; 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversary dates.	Align the interests of executives with long-term shareholder value and serve to retain executive talent.	Job scope, market data, and individual performance.
	Performance stock awards	PSAs vest on the third anniversary of the grant date.	Align the interests of senior executives with long-term stockholder value and serve to retain executive talent.	Target awards based on job scope, market data, and individual performance. Earned awards based on Allstate performance on Annual Adjusted Operating Income Return on Equity with a requirement of positive Net Income for any payout above target.
	Stock options	Nonqualified stock options that expire in ten years and become exercisable over four years; 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversary dates.	Align the interests of executives with long-term stockholder value and serve to retain executive talent.	Job scope, market data, and individual performance.

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Compensation Practices

Peer Benchmarking

Allstate monitors performance toward goals throughout the year and reviews executive compensation program design and executive pay levels annually. As part of that evaluation, Allstate considers available data regarding compensation paid to similarly-situated executives at companies against which it competes for executive talent. With respect to the compensation program for 2013, the Committee considered compensation data for the peer companies listed below for Mr. Civgin as well as compensation information from certain S&P 100 companies with fiscal 2012 revenue of between $15 billion and $60 billion with which Allstate competes for executive talent. The Committee reviews the composition of the peer group annually with the assistance of its compensation consultant, Compensation Advisory Partners. The following table reflects the peer group used for 2013 compensation benchmarking.

PEER INSURANCE COMPANIES⁽¹⁾

Company Name	Revenue ($ in billions)	Market Cap ($ in billions)	Assets ($ in billions)	Premiums ($ in billions)	Property and Casualty Insurance Products	Life Insurance and Financial Products
ACE Ltd.	19.2	35.2	94.5	16.6	ü
AFLAC Inc.	23.9	30.7	121.3	20.1		ü
The Chubb Corporation	13.9	24.0	50.4	12.1	ü
The Hartford Financial Services Group, Inc.	26.2	16.4	277.9	15.4	ü	ü
Lincoln National Corporation	12.0	13.6	236.9	6.8		ü
Manulife Financial Corporation	16.0	34.3	454.2	16.0		ü
MetLife Inc.	68.2	60.5	885.3	47.1	ü	ü
The Progressive Corporation	18.2	16.2	24.4	17.1	ü
Prudential Financial, Inc.	41.5	42.7	731.8	31.7		ü
The Travelers Companies, Inc.	26.2	32.0	103.8	22.6	ü
Allstate	34.5	24.5	123.5	30.0	ü	ü
Allstate Ranking Relative to Peers:
—Property and Casualty Insurance	2 of 7	4 of 7	3 of 7	2 of 7
—Life Insurance and Financial Products	3 of 7	5 of 7	6 of 7	3 of 7
—All Peer Insurance Companies	3 of 11	7 of 11	6 of 11	3 of 11

⁽¹⁾  Information as of year-end 2013.

With respect to the named executives other than Mr. Civgin, Allstate management considered compensation surveys that provided information on companies of broadly similar size and business mix as Allstate, as well as companies with a broader market context. The compensation surveys considered include the McLagan Insurance Sales & Marketing Survey, Towers Watson Diversified Insurance Survey, the Towers Watson General Industry Study, and the Frederic W. Cook General Industry Study. The weight given to information obtained from these sources varied depending on the position being evaluated. The Towers Watson Diversified Insurance Survey includes insurance companies with assets greater than $125 billion. The Towers Watson General Industry Study includes companies with revenues greater than $20 billion.

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Salary

The salary of Mr. Civgin is set by the Allstate Board of Directors based on the Committee’s recommendations, as was Mr. Chandra’s during his tenure as Executive Vice President of Lincoln Benefit. The salaries of the other named executives are set by Allstate management. In recommending executive base salary levels, Allstate uses the 50th percentile of its peer insurance companies as a guideline for Mr. Civgin and the 50^th percentile of insurance and general industry data as a guideline for the other named executives, which enables Allstate to compete effectively for executive talent. Annual merit increases for the named executives are based on evaluations of their performance using the enterprise-wide merit increase budget as a guideline.

• The average enterprise-wide merit and promotional increases are based on a combination of U.S. general and insurance industry market data and are set at levels intended to be competitive.

• The base salaries for each named executive were reviewed in February of 2013. Mr. Civgin’s salary was not adjusted. Allstate established a new base salary for each other named executive based on individual performance and in line with the enterprise-wide merit increase.

Annual Cash Incentive Awards

In 2013 named executives could earn an annual cash incentive award based on Allstate’s achievement of performance measures during the year and assessments of individual performance.

For Mr. Civgin, the maximum award that could be earned was an amount equal to 15% of the 162(m) pool (but in no event greater than the $8.5 million maximum set forth in the Annual Executive Incentive Plan). The Committee retained complete discretion to pay less than this maximum amount. None of the named executive other than Mr. Civgin participate in the 162(m) pool. For a description of how the 162(m) pool is calculated, see page 63.

Long-term Equity Incentive Awards

Allstate grants equity awards to executives based on scope of responsibility, consistent with Allstate’s philosophy that a significant amount of executive compensation should be in the form of equity and that a greater percentage of compensation should be tied to performance for executives who bear higher levels of responsibility for Allstate’s performance. Additionally, from time to time, equity awards are also granted to attract new executives. Allstate annually reviews the mix of equity incentives provided to the named executives. For Messrs. Civgin, and Chandra, beginning with awards made in 2012, the mix of equity incentives changed to 50% performance stock awards and 50% stock options. Allstate believes stock options are a form of performance-based incentive compensation because they require stock price appreciation to deliver any value to an executive, while performance stock awards provide direct alignment with stockholder interests. Other employees eligible for equity incentive awards, including the named executives other than Messrs. Civgin and Chandra, had the choice of receiving the value of their February equity incentive awards in the following proportions between stock options and restricted stock units:

• 25% stock options and 75% restricted stock units;

• 50% stock options and 50% restricted stock units; or

• 75% stock options and 25% restricted stock units.

The elections are reflected in the Grants of Plan-Based Awards at Fiscal Year-End 2013 table.

Timing of Equity Awards and Grant Practices

Typically, the Committee approves grants of equity awards during a meeting in the first fiscal quarter. The timing allows the Committee to align awards with Allstate’s annual performance and business goals. Throughout the year, the Committee may grant equity incentive awards to newly hired or promoted Allstate executive officers.

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The Committee approves grants of equity awards to Allstate executive officers. Under authority delegated by Allstate’s Board of Directors and the Committee, an equity award committee may grant to employees other than Allstate executive officers restricted stock units and stock options to newly hired and promoted executives and in recognition of outstanding achievements. At each regularly scheduled meeting the Committee reviews equity awards granted by the equity award committee. The grant date for awards to newly hired or promoted executives is fixed as the first business day of a month following the later of committee action or the date of hire or promotion.

Performance Measures for 2013

Annual Cash Incentive Awards

Since Allstate created a corporate funding pool for annual executive incentive awards in 2011, the Committee has not exercised discretion to increase the amount of the pool beyond the calculated amount. During the first quarter of the year, the Committee establishes the measures that determine the aggregate amount of funds in the pool available to be paid as awards for that year. The Committee used discretion to determine the amount of Mr. Civgin’s award paid from the pool. The amount of the award, if any, paid from the pool to each other named executive was determined by Allstate senior management. Awards are paid in the following year.

The total funding for 2013 annual incentive awards was calculated based on three measures: Adjusted Operating Income, Total Premiums, and Net Investment Income. All of these measures are defined on pages 85-86.

⁽¹⁾  Percentages are based on compensation of eligible employees in each area of responsibility and 2013 results for each performance measure. For treatment of catastrophe losses in the funding calculation, see discussion of performance measures on pages 85-86.

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The Committee set performance measure targets based on Allstate’s 2013 operating plan, after extensive review. Its decisions on threshold and maximum ranges were then informed by probability testing and operational performance scenarios.

In the event of a net loss, the corporate funding pool would have been reduced by 50% of actual performance for Mr. Civgin. For example, if performance measures ordinarily would fund the corporate pool at 60% and there was a net loss then the corporate pool would be funded at 30%. This mechanism would have prevented a misalignment between pay and performance in the event of a natural catastrophe or extreme financial market conditions.

Actual performance on the three performance measures determines the overall funding level of the corporate pool and the aggregate total award budget for eligible employees. Individual awards are based on individual performance in comparison to position-specific compensation targets and overall company performance. The sum of individual awards did not exceed the total corporate pool. (See statement regarding awards in chart on page 63.)

The ranges of performance and 2013 actual results for the three performance measure are shown in the following table.

2013 Annual Cash Incentive Award Performance Measures
Measure	Threshold			Target		Maximum		Actual Results
Adjusted Operating Income (in millions)	$	1,500		$	1,900	$	2,300	$2,315
Total Premiums (in millions)	$	29,600		$	30,000	$	30,400	$30,510
Net Investment Income (in millions)	$	3,400		$	3,600	$	3,750	$3,941
Payout Percentages
CEO		50%	*		100%		200%	200% payout
Other Named Executives		50%	*		100%		250%	250% payout

* Actual performance below threshold results in a 0% payout.

Performance Stock Awards

In 2013 Allstate granted Messrs. Civgin and Chandra performance stock awards (PSAs), tied to achievement of performance measures, that align compensation with stockholder interests.

In March 2012 and February 2013, Messrs. Civgin and Chandra were awarded a target number of PSAs. The PSAs have a three-year performance cycle. For the 2012-2014 and 2013-2015 performance cycles, the number of PSAs which become earned and vested at the end of each three-year performance cycle depends on Allstate’s annual adjusted operating income return on equity attained during each year of the performance cycle. Annual adjusted operating income return on equity measure (“Adjusted Operating Income ROE”) is defined on page 87. Adjusted Operating Income for PSAs includes a minimum or maximum amount of after-tax catastrophe losses if actual catastrophe losses are less than or exceed those amounts, respectively, which serves to decrease volatility and stabilize the measure by limiting the impact of catastrophe losses. The Committee selected Adjusted Operating Income ROE as the performance measure because it -

• Measures performance in a way that is tracked and understood by investors.

• Captures both income and balance sheet impacts, including capital management actions.

• Provides a useful gauge of overall performance while limiting the effects of factors management cannot influence, such as extreme weather conditions.

• Correlates to changes in long-term stockholder value.

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For the 2012-2014 and 2013-2015 performance cycles, performance is measured in three separate one-year periods. The actual number of PSAs earned for each measurement period varies from 0% to 200% of that period’s target PSAs based on Adjusted Operating Income ROE for the performance cycle and measurement period.

The Committee required positive net income in order for the executives to earn PSAs based on Adjusted Operating Income ROE above target. If Allstate has a net loss in a measurement period, the number of PSAs earned would not exceed target, regardless of the Adjusted Operating Income ROE. This hurdle was included to prevent misalignment between Allstate reported net income and the PSAs earned based on the Adjusted Operating Income ROE result. This situation could occur if, for example, catastrophe losses or capital losses that are not included in Adjusted Operating Income ROE caused Allstate to report a net loss for the period.

At the end of each measurement period, the Committee certifies the level of Allstate’s Adjusted Operating Income ROE achievement, as well as the resulting number of PSAs earned by each named executive for that measurement period. The Committee does not have the discretion to adjust the performance achievement upward for any measurement period. PSAs earned will vest following the end of the three year performance cycle, subject to continued employment (other than in the event of death, disability, retirement, or a qualifying termination following a change in control).

Adjusted Operating Income ROE is the measure used for PSAs. For a description of how this measure is calculated for each performance cycle, see page 87. The measurement periods and levels of Adjusted Operating Income ROE needed to earn the threshold, target, and maximum number of PSAs for the measurement period as well as actual results are set forth in the table below. The annually increasing performance goals are consistent with Allstate’s return objectives and recognize the inherent earnings volatility of Allstate’s business.

Performance Stock Awards Ranges of Performance
Annual Adjusted Operating Income Return on Equity	Threshold	Target		Maximum	Actual Results
2012-2014 PSA Performance Cycle
Measurement Period 2012	4.0%	10.0%		11.5%	12.3%
Measurement Period 2013	4.5%	10.5%		12.25%	13.1%
Measurement Period 2014	5.0%	11.0%		13.0%	To be determined in 2015
2013-2015 PSA Performance Cycle
Measurement Period 2013	6.0%	11.0%		12.5%	13.4%
Measurement Period 2014	6.0%	12.0%		13.5%	To be determined in 2015
Measurement Period 2015	6.0%	13.0%		14.5%	To be determined in 2016
Payout	0%	100%		200%
			Subject to positive net income hurdle

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The following table shows the target number of PSAs granted to Messrs. Civgin, Merten, Chandra, Dahl, Kavanaugh, and Miller for the 2013-2015 and 2012-2014 performance cycles, the target number of PSAs for the 2013 and 2012 measurement periods, and the number of PSAs earned based on achievement of the performance measure.

2012-2014 Performance Cycle

2012 Measurement Period

2013 Measurement Period

2014 Measurement Period

Named Executive

Target Number of PSAs for 2012-2014 Performance Cycle

Target Number of PSAs

Actual Result

Number of PSAs Earned

Target Number of PSAs

Actual Result

Number of PSAs Earned

Target Number of PSAs

Actual Result

Number of PSAs Earned

Mr. Civgin

8,151

2,717

Maximum

5,434

2,717

Maximum

5,434

To be determined in 2015.

Mr. Merten

N/A

Mr. Chandra

5,342

1,780

Maximum

3,560

1,781

Maximum

3,562

To be determined in 2015.

Mr. Dahl

N/A

0

Mr. Kavanaugh

N/A

Mr. Miller

N/A

2013-2015 Performance Cycle

2013 Measurement Period

2014 Measurement Period

2015 Measurement Period

Named Executive

Target Number of PSAs for 2013-2015 Performance Cycle

Target Number of PSAs

Actual Result

Number of PSAs Earned

Target Number of PSAs

Actual Result

Number of PSAs Earned

Target Number of PSAs

Actual Result

Number of PSAs Earned

Mr. Civgin

6,124

2,041

Maximum

4,082

To be determined in 2015.

To be determined in 2016.

Mr. Merten

N/A

Mr. Chandra

3,927

1,309

Maximum

2,618

To be determined in 2015.

To be determined in 2016.

Mr. Dahl

N/A

0

0

Mr. Kavanaugh

N/A

Mr. Miller

N/A

Other Elements of Compensation

To remain competitive with other employers and to attract, retain, and motivate highly talented executives and other employees, Allstate offers the benefits listed in the following table.

Benefit or Perquisite	Named Executives		Other Officers and Certain Managers			All Full-time and Regular Part-time Employees
401(k)(1) and defined benefit pension		Ÿ		Ÿ			Ÿ
Supplemental retirement benefit		Ÿ		Ÿ
Health and welfare benefits(2)		Ÿ		Ÿ			Ÿ
Supplemental long term disability		Ÿ		Ÿ
Deferred compensation		Ÿ		Ÿ	(3)
Tax preparation and financial planning services		Ÿ		Ÿ
Mobile devices, ground transportation, and personal use of aircraft(4)		Ÿ		Ÿ

⁽¹⁾  Allstate contributed $.56 for every dollar of basic pre-tax deposits made in 2013 (up to 5% of eligible pay).

⁽²⁾  Including medical, dental, vision, life, accidental death and dismemberment, long term disability, and group legal insurance.

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⁽³⁾  All officers are eligible for tax preparation services. Financial planning services were provided only to Messrs. Civgin and Chandra.

⁽⁴⁾  Ground transportation is available to Mr. Civgin and, during his tenure as Executive Vice President, Mr. Chandra. In limited circumstances approved by Allstate’s CEO, Messrs. Civgin, and Chandra were permitted to use Allstate’s corporate aircraft for personal purposes. Messrs. Civgin and Chandra did not use the corporate aircraft for personal purposes in 2013. Mobile devices are available to Allstate’s senior executives, other officers, and certain managers, and employees depending on their job responsibilities.

Retirement Benefits

Each named executive participates in two different defined benefit pension plans. The Allstate Retirement Plan (ARP) is a tax qualified defined benefit pension plan available to all of Allstate’s regular full-time and regular part-time employees who meet certain age and service requirements. The ARP provides an assured retirement income based on an employee’s level of compensation and length of service at no cost to the employee. As the ARP is a tax qualified plan, federal tax law limits (1) the amount of an individual’s compensation that can be used to calculate plan benefits and (2) the total amount of benefits payable to a plan participant on an annual basis. For certain employees, these limits may result in a lower benefit under the ARP than would have been payable otherwise. Therefore, the Supplemental Retirement Income Plan (SRIP) is used to provide ARP-eligible employees whose compensation or benefit amount exceeds the federal limits with an additional defined benefit in an amount equal to what would have been payable under the ARP if the federal limits did not exist.

Change-in-Control and Post-Termination Benefits

Consistent with Allstate’s compensation objectives, Allstate offers these benefits to attract, motivate, and retain executives. A change-in-control of Allstate could have a disruptive impact on both Allstate and its executives. Change-in-control benefits and post-termination benefits are designed to mitigate that impact and to maintain alignment between the interests of Allstate’s executives and Allstate stockholders.

Mr. Civgin is a participant in Allstate’s change-in-control severance plan (CIC Plan). The other named executives are not participants in the CIC Plan and are not party to change-in-control agreements.

The change-in-control and post-termination arrangements which are described in the Potential Payments as a Result of Termination or Change-in-Control section are not provided exclusively to the named executives. A larger group of management employees is eligible to receive many of the post-termination benefits described in that section.

Equity Ownership Guidelines

Stock ownership guidelines were instituted in 1996 that require each of the named executives to own Allstate common stock worth a multiple of base salary to link management and stockholders’ interests. The guidelines provide that an executive must hold 75% of net after-tax shares received as a result of equity compensation awards until his or her salary multiple guideline is met. The chart below shows the salary multiple guidelines and the equity holdings that count towards the requirement.

Name	Guideline	Status
Mr. Civgin	3x salary	ü Meets guideline
Mr. Merten	2x salary	Must hold 75% of net after-tax shares until guideline is met
Mr. Chandra	2x salary	Must hold 75% of net after-tax shares until guideline is met(1)
Mr. Dahl	—	—
Mr. Kavanaugh	2x salary	Must hold 75% of net after-tax shares until guideline is met
Mr. Miller	2x salary	üMeets guideline

⁽¹⁾  Mr. Chandra was subject to stock ownership guidelines through October 4, 2013.

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What Counts Toward the Guideline	What Does Not Count Toward the Guideline
• Allstate shares owned personally	• Unexercised stock options
• Shares held in the Allstate 401(k) Savings Plan	• Performance stock awards
• Restricted stock units

Allstate also has a policy on insider trading that prohibits all officers, directors, and employees from engaging in transactions in securities issued by Allstate or any of its subsidiaries that might be considered speculative or hedging, such as selling short or buying or selling options.

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the named executives for all services rendered to Lincoln Benefit for the last three fiscal years, allocated to Lincoln Benefit in a manner consistent with the allocation of compensation under the Service and Expense Agreement.

NAME AND PRINCIPAL POSITION(1)	YEAR		SALARY ($)		BONUS ($)			STOCK AWARDS ($)(2)		OPTION AWARDS ($)(3)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4)			ALL OTHER COMPENSATION ($)(5)		TOTAL ($)
Don Civgin
(Chairman of the
Board and Chief		2013		186,200		—			279,316		279,296		532,000		18,466	(7)		7,422		1,302,700
Executive Officer)		2012		143,520		—			197,594		197,598		416,000		10,105			5,887		970,704
Jesse E. Merten
(Senior Vice President
and Chief Financial		2013		138,303		—			62,577		62,555		338,800		7,926	(8)		9,358		619,519
Officer)		2012		77,526		—			35,032		35,018		96,695		0			14,188		258,459
Anurag Chandra		2013		174,798		149,408			179,110		179,095		0		11,317	(10)		17,602		711,330
(Former Executive Vice		2012		206,140		55,875	(6)		201,159		201,153		402,300		11,798			11,965		1,034,515
President)		2011		178,615		53,750	(6)		135,435		251,552		161,250		0			13,740		794,342
Lawrence W. Dahl		2013		188,462					48,985		49,005		0		0	(11)		720,050		1,006,502
(Former President and		2012		280,000					45,005		44,997		195,888		362,610			19,450		947,950
Chief Operating Officer)		2011		280,000					47,991		47,996		100,000		258,501			15,100		749,588
Wilford J. Kavanaugh		2013		117,128		—			82,911		30,228		146,410		2,352	(12)		9,970		388,999
(Senior Vice President)		2012		47,535		—			16,436		0		43,918		0			14,916		122,805
Harry Miller
(Senior Vice President and Chief Risk Officer)		2013		174,152		—			118,586		39,525		266,200		10,586	(9)		12,643		621,692

⁽¹⁾  Messrs. Civgin, Merten, and Kavanaugh were not named executives for 2011. Mr. Miller was not a named executive for 2011 or 2012.

⁽²⁾  The aggregate grant date fair value of PSAs granted in 2013 and 2012 and restricted stock units awards granted in 2012 and 2011 are computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC 718). The fair value of PSAs and RSUs is based on the final closing price of Allstate’s stock as of the grant date, which in part reflects the payment of expected future dividends. (See note 19 to Allstate’s audited financial statements for 2013.) This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The value of PSAs is based on the probable satisfaction of the performance conditions. The number of PSAs granted in 2013 to each named executive is provided in the Grants of Plan-Based Awards table. The value of the PSAs granted in 2013 at grant date share price if maximum corporate performance were to be achieved is as follows: Mr. Civgin $558,594 and Mr. Chandra $358,181.

⁽³⁾  The aggregate grant date fair value of option awards computed in accordance with FASB ASC 718. The fair value of each option award is estimated on the grant date using a binomial lattice model and the assumptions (see note 19 to Allstate’s audited financial statements for 2013) as set forth in the following table:

	2013	2012	2011
Weighted average expected term	8.2 years	9.0 years	7.9 years
Expected volatility	19.1 – 48.1%	20.2 – 53.9%	22.1 – 53.9%
Weighted average volatility	31.0%	34.6%	35.1%
Expected dividends	1.9 – 2.2%	2.2 – 3.0%	2.5 – 3.7%
Weighted average expected dividends	2.2%	2.8%	2.7%
Risk-free rate	0.0 – 2.9%	0.0 – 2.2%	0.0 – 3.5%

This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The number of options granted in 2013 to each named executive is provided in the Grants of Plan-Based Awards table.

⁽⁴⁾  Amounts reflect the aggregate increase in actuarial value of the pension benefits as set forth in the Pension Benefits table, accrued during 2013, 2012, and 2011. These are benefits under the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP). Non-qualified deferred compensation earnings are not reflected since

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Allstate’s Deferred Compensation Plan does not provide above-market earnings. The pension plan measurement date is December 31. (See note 18 to Allstate’s audited financial statements for 2013.)

⁽⁵⁾  The All Other Compensation for 2013—Supplemental Table provides details regarding the amounts for 2013 for this column.

⁽⁶⁾  Pursuant to the terms of his Separation Agreement, Mr. Chandra received a cash payment in 2014 in lieu of any cash incentive award for which Mr. Chandra otherwise might have been eligible under the Allstate annual incentive plan. Mr. Chandra received a sign-on bonus, of which $53,750 was paid in 2011 and $55,875 was paid in 2012. Mr. Chandra’s start date was January 31, 2011.

⁽⁷⁾ Reflects the increase in the actuarial value of the benefits provided to Mr. Civgin under the ARP and SRIP of $1,448 and $17,018 respectively.

⁽⁸⁾  Reflects the increase in the actuarial value of the benefits provided to Mr. Merten under the ARP and SRIP of $3,237 and $4,689 respectively. As of December 31, 2013, Mr. Merten was not vested in the ARP or SRIP.

⁽⁹⁾  Reflects the increase in the actuarial value of the benefits provided to Mr. Miller under the ARP and SRIP of $3,353 and $7,232 respectively. As of December 31, 2013, Mr. Miller was not vested in the ARP or SRIP.

⁽¹⁰⁾  Reflects the increase in the actuarial value of the benefits provided to Mr. Chandra under the ARP and SRIP of $1,855 and $9,463 respectively. As of December 31, 2013, Mr. Chandra was not vested in the ARP or SRIP.

⁽¹¹⁾  Reflects the increase in the actuarial value of the benefits provided to Mr. Dahl under the ARP and SRIP of ($36,181) and ($10,316) respectively. Mr. Dahl’s employment terminated on August 31, 2013.

⁽¹²⁾  Reflects the increase in the actuarial value of the benefits provided to Mr. Kavanaugh under the ARP and SRIP of $665 and $1,687 respectively. As of December 31, 2013, Mr. Kavanaugh was not vested in the ARP or SRIP.

ALL OTHER COMPENSATION FOR 2013—SUPPLEMENTAL TABLE

(In dollars)

The following table describes the incremental cost of other benefits provided in 2013 that are included in the “All Other Compensation” column.

Name	401(k) Match(1)		Other(2)		Total All Other Compensation
Mr. Civgin		1,899		5,523		7,422
Mr. Merten		3,456		5,902		9,358
Mr. Chandra		2,628		14,975		17,603
Mr. Dahl		0		720,050		720,050
Mr. Kavanaugh		3,456		6,515		9,971
Mr. Miller		3,456		9,187		12,643

⁽¹⁾  Each of the named executives participated in Allstate’s 401(k) plan during 2013. The amount shown is the amount allocated to their accounts as employer matching contributions. Messrs. Merten, Chandra, Kavanaugh, and Miller will not be vested in the employer matching contribution until they have completed three years of vesting service.

⁽²⁾  “Other” consists of premiums for group life insurance and personal benefits and perquisites consisting of tax preparation services, financial planning, ground transportation, and supplemental long-term disability coverage. We provide supplemental long-term disability coverage to all regular full- and part-time employees who participate in the long-term disability plan and whose annual earnings exceed the level which produces the maximum monthly benefit provided by the long-term disability plan. This coverage is self-insured (funded and paid for by Allstate when obligations are incurred). No obligations for the named executives were incurred in 2013, and therefore, no incremental cost is reflected in the table. In addition, Mr. Dahl received a $700,000 severance payment in 2013 in relation to his separation from Allstate. In limited circumstances approved by Allstate’s CEO, Messrs. Civgin and Chandra were permitted to use Allstate’s corporate aircraft for personal purposes. Messrs. Civgin and Chandra did not use the corporate aircraft for personal purposes in 2013.

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GRANTS OF PLAN-BASED AWARDS AT FISCAL YEAR-END 2013⁽¹⁾

The following table provides information about non-equity incentive plan awards and equity awards granted to the named executives during fiscal year 2013 to the extent the expense was allocated to Lincoln Benefit under the Service and Expense Agreement.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock Options (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Shr)(4)		Grant Date Fair Value ($)(5)
Name	Grant Date		Plan Name	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)								Stock Awards		Option Awards
Mr. Civgin		—	Annual cash incentive		116,375		232,750		1,451,961
		2/12/2013	Performance stock awards								0		6,124		12,248								279,316
		2/12/2013	Stock options																23,333		45.61				279,296
Mr. Merten		—	Annual cash incentive		34,576		69,151		172,879
		2/12/2013	Restricted Stock Units														1,372						62,577
		2/12/2013	Stock options																5,226		45.61				62,555
Mr. Chandra		—	Annual cash incentive		57,059		114,117		285,293
		2/12/2013	Performance stock awards(6)								0		3,927		7,854								179,110
		2/12/2013	Stock options(7)																14,962		45.61				179,095
Mr. Dahl			Annual cash incentive		0		0		0
		2/12/2013	Restricted Stock Units														1,074						48,985
		2/12/2013	Stock options																4,094		45.61				49,005
Mr. Kavanaugh		—	Annual cash incentive		29,282		58,564		146,410
		1/2/2013	Restricted Stock Units														94						3,869
		2/12/2013	Restricted Stock Units														1,733						79,042
		1/2/2013	Stock options																326		41.16				3,870
		2/12/2013	Stock options																2,202		45.61				26,358
Mr. Miller		—	Annual cash incentive		43,538		87,076		217,691
		2/12/2013	Restricted Stock Units														2,600						118,586
		2/12/2013	Stock options																3,302		45.61				39,525

⁽¹⁾  Awards under the Annual executive incentive plans and the 2013 Equity Incentive Plan.

⁽²⁾  The amounts in these columns consist of the threshold, target, and maximum annual cash incentive awards for the named executives. The threshold amount for each named executive is 50% of target, as the minimum amount payable if threshold performance is achieved. If threshold is not achieved, the payment to named executives would be zero. The target amount is based upon achievement of the performance measures listed under the Annual Cash Incentive Awards caption on page 60. The maximum amount payable to Mr. Civgin is an amount equal to 15% of an award pool under the Annual Executive Incentive Plan (but in no event greater than the stockholder approved maximum of $8.5 million under such plan). The award pool is equal to 1.0% of Adjusted Operating Income. None of the other named executives participate in the adjusted underlying operating income pool. Adjusted Operating Income is defined on page 86.

⁽³⁾  The amounts shown in these columns reflect the threshold, target, and maximum performance stock awards for the named executives who were awarded PSAs. The threshold amount is 0% payout. The target and maximum amounts are based upon achievement of the performance measures listed under the Performance Stock Awards caption on page 60.

⁽⁴⁾  The exercise price of each option is equal to the fair market value of Allstate’s common stock on the grant date. Fair market value is equal to the closing sale price on the grant date or, if there was no such sale on the grant date, then on the last previous day on which there was a sale.

⁽⁵⁾  The aggregate grant date fair value of the February 12, 2013, performance share awards and restricted stock units was $45.61 and the stock option awards was $11.97, computed in accordance with FASB ASC 718. The aggregate grant date fair value of the January 2, 2013, restricted stock units was $41.16 and the stock option awards was $11.87, computed in accordance with FASB ASC 718. The assumptions used in the valuation are discussed in footnotes 2 and 3 to the Summary Compensation Table on page 69.

⁽⁶⁾  Any PSAs awarded to Mr. Chandra were forfeited on March 31, 2014, upon the termination of his employment.

⁽⁷⁾  Mr. Chandra’s unvested options were forfeited on March 31, 2014, upon the termination of his employment.

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Stock options

Stock options represent an opportunity to buy shares of Allstate’s stock at a fixed exercise price at a future date. Allstate uses them to align the interests of Allstate’s executives with long-term stockholder value, as the stock price must appreciate from the grant date for the executives to profit. Under Allstate’s stockholder-approved equity incentive plan, the exercise price cannot be less than the fair market value of a share on the grant date. Stock option repricing is not permitted. In other words, without an event such as a stock split, if the Committee cancels an award and substitutes a new award, the exercise price of the new award cannot be less than the exercise price of the cancelled award. All stock option awards have been made in the form of nonqualified stock options. The options granted to the named executives in 2013 become exercisable over four years: 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversary dates, and expire in ten years, except in certain change-in-control situations or under other special circumstances approved by the Committee.

Performance stock awards

Performance stock awards (PSAs) represent Allstate’s promise to transfer shares of common stock in the future if certain performance measures are met. Each PSA represents Allstate’s promise to transfer one fully vested share in the future for each PSA that vests. PSAs earned will vest following the end of the three year performance cycle, subject to continued employment (other than in the event of death, disability, retirement, or a qualifying termination following a change in control). Vested PSAs will be converted into shares of Allstate common stock and dividend equivalents accrued on these shares will be paid in cash. No dividend equivalents will be paid prior to vesting. Performance stock awards were granted to Messrs. Civgin and Chandra.

Restricted stock units

Messrs. Merten, Dahl, Kavanaugh, and Miller received awards of restricted stock units in 2013. Each restricted stock unit represents Allstate’s promise to transfer one fully vested share of stock in the future if and when the restrictions expire (when the unit “vests”). Because restricted stock units are based on and payable in stock, they reinforce the alignment of interests of Allstate’s executives and Allstate’s stockholders. In addition, restricted stock units provide a retention incentive because they have a real, current value that is forfeited in most circumstances if an executive terminates employment before the restricted stock units vest. Under the terms of the restricted stock unit awards, the executives have only the rights of general unsecured creditors of Allstate and no rights as stockholders until delivery of the underlying shares. The restricted stock units granted to Messrs. Merten, Dahl, Kavanaugh, and Miller in 2013 vest over four years: 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversary dates, except in certain change-in-control situations or under other special circumstances approved by the Committee. The restricted stock units granted to Messrs. Merten, Dahl, Kavanaugh, and Miller in 2013 include the right to receive previously accrued dividend equivalents when the underlying restricted stock unit vests.

Outstanding Equity Awards at Fiscal Year-End 2013

The following table summarizes the outstanding equity awards of the named executives as of December 31, 2013, allocated in a manner consistent with the allocation of compensation expenses to Lincoln Benefit under the Service and Expense Agreement for 2013. The percentage of each equity award actually allocated to Lincoln Benefit has varied over the years during which these awards were granted depending on the extent of services rendered by such executive to Lincoln Benefit and the arrangements in place at the time of such equity awards between Lincoln Benefit and the executive’s Allstate-affiliated employer. Because the aggregate amount of such equity awards attributable to services rendered to Lincoln Benefit by each named executive cannot be calculated without unreasonable effort, the allocated amount of each equity award provided for each named executive in the following table is the amount determined by multiplying each named executive’s equity award for services rendered to Allstate and all of its affiliates by the percentage used for allocating such named executive’s compensation to Lincoln Benefit in 2013 under the Service and Expense Agreement.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013

Option Awards(1)											Stock Awards
Name	Option Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable(2)		Number of Securities Underlying Unexercised Options (#) Unexercisable(3)		Option Exercise Price ($)		Option Expiration Date		Stock Award Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)(4)		Market Value of Shares or Units of Stock That Have Not Vested ($)(5)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(6)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(5)
Mr. Civgin		Sep. 08, 2008		17,290		0		46.48		Sep. 08. 2018
		Feb. 22, 2010		22,333		7,444		31.41		Feb. 22, 2020		Feb. 22, 2010		1,264		68,939
		Feb. 22, 2011		15,341		15,341		31.74		Feb. 22, 2021		Feb. 22, 2011		2,493		135,968
		Feb. 21, 2012				29,146		31.56		Feb. 21, 2022		Mar. 06, 2012		10,869		592,795		2,717		148,185
		Feb. 12, 2013				23,333		45.61		Feb. 12, 2023		Feb. 12, 2013		4,082		222,632		4,083		222,687
																			Aggregate Market Value
																				1,391,206
Mr. Merten		Feb. 21, 2012		0		6,908		31.56		Feb. 21, 2022		Feb. 21, 2012		1,898		103,517
		Feb. 12, 2013		0		5,226		45.61		Feb. 12, 2023		Feb. 12, 2013		1,372		74,829
																			Aggregate Market Value
																				178,346
Mr. Chandra		Feb. 22, 2011		7,556		11,236		31.74		Feb. 22, 2021		Feb. 22, 2011		1,826		99,590
		Feb. 21, 2012		0		19,100		31.56		Feb. 21, 2022		Mar. 06, 2012		7,122		388,434		1,781		97,136
		Feb. 12, 2013		0		14,962		45.61		Feb. 12, 2023		Feb. 12, 2013		2,617		142,731		2,618		142,786
																			Aggregate Market Value
																				870,677
Mr. Dahl		—		—		—		—		—		—		—		—		—		—
Mr. Kavanaugh												Jun. 01, 2012		805		43,905
		Jan. 02, 2013		0		326		41.16		Jan. 02, 2023		Jan. 02, 2013		94		5,127
		Feb. 12, 2013		0		2,202		45.61		Feb. 12, 2023		Feb. 12, 2013		1,733		94,518
																			Aggregate Market Value
																				143,550
Mr. Miller		May 02, 2011		1,195		1,196		33.88		May 02, 2021		May 02, 2011		1,072		58,467
		Feb. 21, 2012		0		4,271		31.56		Feb. 21, 2022		Feb. 21, 2012		3,520		191,981
		Feb. 12, 2013		0		3,302		45.61		Feb. 12, 2023		Feb. 12, 2013		2,600		141,804
																			Aggregate Market Value
																				392,252

⁽¹⁾  The options granted in 2013, 2012, 2011, and 2010 vest over four years: 50% on the second anniversary date and 25% on each of the third and fourth anniversary dates. The other options vest in four installments of 25% on each of the first four anniversaries of the grant date. The exercise price of each option is equal to the fair market value of Allstate’s common stock on the grant date. For options granted in 2008 and thereafter, fair market value is equal to the closing sale price on the grant date. In each case, if there was no sale on the grant date, fair market value is calculated as of the last previous day on which there was a sale.

⁽²⁾  The aggregate value and aggregate number of exercisable in-the-money options as of December 31, 2013, for each of the named executives is as follows: Mr. Civgin $1,005,694 (54,964 aggregate number exercisable), Mr. Merten $0 (0 aggregate number exercisable), Mr. Chandra $172,277 (7,556 aggregate number exercisable), Mr. Kavanaugh $0 (0 aggregate number exercisable), and Mr. Miller $24,689 (1,195 aggregate number exercisable).

⁽³⁾  The aggregate value and aggregate number of unexercisable in-the-money options as of December 31, 2013, for each of the named executives is as follows: Mr. Civgin $1,400,093 (75,264 aggregate number unexercisable), Mr. Merten $205,414 (12,134 aggregate number unexercisable), Mr. Chandra $828,709 (45,298 aggregate number unexercisable),

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Mr. Kavanaugh $24,026 (2,528 aggregate number unexercisable), and Mr. Miller $152,344 (8,769 aggregate number unexercisable). Those of Mr. Chandra’s options that remained unvested as of March 31, 2014, were forfeited upon the termination of his employment.

⁽⁴⁾  The restricted stock unit awards granted in 2013, 2012, 2011, and 2010 vest over four years: 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversary dates. The other restricted stock unit awards vest in one installment on the fourth anniversary of the grant date.

⁽⁵⁾  Amount is based on the closing price of Allstate’s common stock of $54.54 on December 31, 2013.

⁽⁶⁾  The performance stock awards granted in 2013 and 2012 vest in one installment on the third anniversary of the grant date.

Option Exercises and Stock Vested at Fiscal Year-End 2013

The following table summarizes the options exercised by the named executives during 2013 and the restricted stock unit awards that vested during 2013, allocated in a manner consistent with the allocation of compensation expenses to Lincoln Benefit under the Service and Expense Agreement for 2013.

OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR-END 2013

	Option Awards(1)				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mr. Civgin		53,599		1,740,033		13,188		604,276
Mr. Merten		0		0		0		0
Mr. Chandra		3,680		84,677		1,826		84,855
Mr. Dahl		20,718		190,231		2,678		123,084
Mr. Kavanaugh		0		0		0		0
Mr. Miller		0		0		1,071		51,841

Retirement Benefits

The following table provides information about the pension plans in which the named executives participate. Each of the named executive participates in the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP). Pension expense for each named executive under these plans has been accrued annually over the course of the executive’s career with Allstate. The aggregate amount of the annual accrual specifically allocated to Lincoln Benefit over that period of time has varied depending on the extent of services rendered by such executive to Lincoln Benefit and the arrangements in place at the time of accrual between Lincoln Benefit and the executive’s Allstate affiliated employer. Because the aggregate amount of such annual accruals earned prior to 2013 attributable to services rendered to Lincoln Benefit by each named executive cannot be calculated without unreasonable effort, the present value of accumulated benefit provided for each named executive in the following table is the amount determined by multiplying the present value of such named executive’s accumulated pension benefit for services rendered to Allstate and all of its affiliates over the course of such named executive’s career with Allstate by the percentage used for allocating such named executive’s compensation to Lincoln Benefit under the Service and Expense Agreement in 2013.

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PENSION BENEFITS

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit(1)(2) ($)		Payments During Last Fiscal Year ($)
Mr. Civgin	ARP		5.3		7,234		0
	SRIP		5.3		39,197		0
Mr. Merten	ARP		2.0		3,237		0
	SRIP		2.0		4,689		0
Mr. Chandra	ARP		3.0		4,781		0
	SRIP		3.0		16,249		0
Mr. Dahl	ARP		26.6		858,831		0
	SRIP		26.6		675,296		0
Mr. Kavanaugh	ARP		1.8		665		0
	SRIP		1.8		1,687		0
Mr. Miller	ARP		2.8		3,767		0
	SRIP		2.8		10,303		0

⁽¹⁾  The amounts listed in this column are based on the following assumptions:

These amounts are estimates and do not necessarily reflect the actual amounts that will be paid to the named executives, which will be known only at the time they become eligible for payment. The present value of the accumulated benefit was determined using the same measurement date (December 31, 2013) and material assumptions that we use for year-end financial reporting purposes, except that we made no assumptions for early termination, disability, or pre-retirement mortality. Other assumptions include the following:

• Retirement at the normal retirement age as defined in the plans (age 65).

• Discount rate of 5.00%.

• For final average pay formula, 80% paid as a lump sum and 20% paid as an annuity; for cash balance formula, 100% paid as a lump sum.

• Lump-sum/annuity conversion segmented interest rates of 4.00% for the first five years, 5.75% for the next 15 years, and 6.50% for all years after 20.

• 2014 combined the static Pension Protection Act funding mortality table with a blend of 50% males and 50% females.

• Post-retirement mortality for annuitants using the 2014 Internal Revenue Service mandated annuitant table.

See note 18 to Allstate’s audited financial statements for 2013 for additional information.

⁽²⁾  The following table shows the lump sum present value of the non-qualified pension benefits for each named executive other than Mr. Dahl earned through December 31, 2013, if the named executives’ employment terminated on that date. Mr. Dahl’s non-qualified pension benefit was calculated as of August 31, 2013.

LUMP SUM PRESENT VALUE OF NON-QUALIFIED PENSION BENEFITS

Name	Plan Name	Lump Sum Amount ($)
Mr. Civgin	SRIP		40,371
Mr. Merten	SRIP		4,983
Mr. Chandra	SRIP		17,402
Mr. Dahl	SRIP		918,021
Mr. Kavanaugh	SRIP		1,776
Mr. Miller	SRIP		10,498

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The amount shown for all executives other than Mr. Dahl is based on the lump sum methodology used by the Allstate pension plans in 2014, as required under the Pension Protection Act. Specifically, the interest rate for 2014 is based on 100% of the average corporate bond segmented yield curve from August of the prior year. The mortality table for 2014 is the 2014 combined static Pension Protection Act funding mortality table with a blend of 50% males and 50% females, as required under the Internal Revenue Code. The amount shown for Mr. Dahl is based on the lump sum methodology used by the Allstate pension plans in 2013, as required under the Pension Protection Act.

⁽³⁾  As of December 31, 2013, Messrs. Chandra, Merten, Kavanaugh, and Miller were not vested in the Allstate Retirement Plan or the Supplemental Retirement Plan.

The benefits and value of benefits shown in the Pension Benefits table are based on the following material factors:

Allstate Retirement Plan (ARP)

Contributions to the ARP are made entirely by Allstate and are paid into a trust fund from which benefits are paid. Before January 1, 2014, ARP participants earned benefits under one of two formulas (final average pay or cash balance) based on their date of hire or their choice at the time Allstate introduced the cash balance formula. In order to better align our pension benefits with market practices, provide future pension benefits more equitably to Allstate employees, and reduce costs, final average pay benefits were frozen as of December 31, 2013. Beginning on January 1, 2014, all eligible participants earn benefits under a new cash balance formula only.

Cash Balance Formula

Messrs. Civgin, Merten, Chandra, Kavanaugh and Miller earned benefits under the cash balance formula. Under this formula, participants receive pay credits while employed at Allstate, based on a percentage of eligible annual compensation and years of service, plus interest credits. Pay credits are allocated to a hypothetical account in an amount equal to 0% to 7% of eligible annual compensation, depending on years of vesting service. Interest credits are allocated to the hypothetical account based on the interest crediting rate in effect for that plan year as published by the Internal Revenue Service. The interest crediting rate is set annually and is currently based on the average yield for 30-year U.S. Treasury securities for August of the prior year.

Final Average Pay Formula

Mr. Dahl earned benefits under the final average pay formula. Benefits under the final average pay formula were earned and are stated in the form of a straight life annuity payable at the normal retirement age of 65. Mr. Dahl earned final average pay benefits equal to the sum of a Base Benefit and an Additional Benefit. The Base Benefit equals 1.55% of the participant’s average annual compensation, multiplied by credited service after 1988 through 2013. The Additional Benefit equals 0.65% of the amount of the participant’s average annual compensation that exceeds the participant’s covered compensation, multiplied by credited service after 1988 through 2013. Covered compensation is the average of the maximum annual salary taxable for Social Security over the 35-year period ending the year the participant would reach Social Security retirement age. Mr. Dahl is eligible for a reduced early retirement benefit which would reduce his Base Benefit by 4.8% for each year of early payment before age 65 and his Additional Benefit by 8% for each year of early payment from age 62 to age 65 and 4% for each year of early payment from age 55 to age 62, prorated on a monthly basis based on age at the date payments begin.

Since Mr. Dahl earned benefits between January 1, 1978, and December 31, 1988, one component of his ARP benefit will be based on the following benefit formula:

1. Multiply years of credited service from 1978 through 1988 by 2 1/8%.

2. Then, multiply the percentage from step (1) by

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a. Average annual compensation (five-year average) at December 31, 1988, and by

b. Estimated Social Security at December 31, 1988.

3. Then, subtract 2(b) from 2(a). The result is the normal retirement allowance for service from January 1, 1978, through December 31, 1988.

4. The normal retirement allowance is indexed for final average pay. In addition, there is an adjustment of 18% of the normal retirement allowance as of December 31, 1988, to reflect a conversion to a single life annuity.

Mr. Dahl is eligible for a reduced early retirement benefit, which would reduce his pre-1989 ARP benefit by 4.8% for each year of early payment prior to age 60, prorated on a monthly basis based on his age on the date payment begins.

Supplemental Retirement Income Plan (SRIP)

SRIP benefits are generally determined using a two-step process: (1) determine the amount that would be payable under the ARP formula specified above if Internal Revenue Code limits did not apply, then (2) reduce the amount described in (1) by the amount actually payable under the applicable ARP formula. The normal retirement date under the SRIP is age 65. If eligible for early retirement under the ARP, the employee also is eligible for early retirement under the SRIP. SRIP benefits are not funded and are paid out of Allstate’s general assets.

Credited Service; Other Aspects of the Pension Plans

No additional service credit beyond service with Allstate or its predecessors is granted under the ARP or the SRIP to any named executive.

Under both the ARP and SRIP, eligible compensation consists of salary, annual cash incentive awards, and certain other forms of compensation, but does not include long-term cash incentive awards or income related to equity awards. Compensation used to determine benefits under the ARP is limited in accordance with the Internal Revenue Code. For final average pay benefits, average annual compensation is the average compensation of the five highest consecutive calendar years within the last ten consecutive calendar years through 2013.

Payment options under the ARP include a lump sum, straight life annuity, and various survivor annuity options. The lump sum under the final average pay benefit is calculated in accordance with the applicable interest rate and mortality as required under the Internal Revenue Code. The lump sum payment under the cash balance benefit is generally equal to a participant’s cash balance account balance. Payments from the SRIP are paid in the form of a lump sum using the same interest rate and mortality assumptions used under the ARP.

Timing of Payments

Eligible employees are vested in the normal ARP and SRIP retirement benefits on the earlier of the completion of five years of service or upon reaching age 65 (for participants whose benefits are calculated under the final average pay formula) or the completion of three years of service or upon reaching age 65 (for participants whose benefits are calculated under the cash balance formula).

Final average pay benefits are payable at age 65. A participant with final average pay benefits may be entitled to a reduced early retirement benefit on or after age 55 if he or she terminates employment after completing 20 or more years of vesting service. A participant earning cash balance benefits who terminates employment with at least three years of vesting service is entitled to a lump sum benefit equal to his or her cash balance account balance.

The following SRIP payment dates assume a retirement or termination date of December 31, 2013:

• Mr. Civgin’s SRIP Benefit would be paid on January 1, 2017, or following death.

• Mr. Merten’s SRIP benefit is not currently vested, but would become payable following death.

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• Mr. Chandra’s SRIP benefit is not currently vested, but would become payable following death.

• Mr. Dahl’s SRIP Benefit would be payable on or after January 1, 2015, or following death.

• Mr. Kavanaugh’s SRIP Benefit is not currently vested, but would become payable following death.

• Mr. Miller’s SRIP benefit is not currently vested, but would become payable following death.

Non-Qualified Deferred Compensation

The following table summarizes the non-qualified deferred compensation contributions, earnings, and account balances of the named executives in 2013. All amounts relate to The Allstate Corporation Deferred Compensation Plan.

The aggregate amount of the annual accrual specifically allocated to Lincoln Benefit over each named executive’s career with Allstate has varied depending on the extent of services rendered by such executive to Lincoln Benefit and the arrangements in place at the time of accrual between Lincoln Benefit and the executive’s Allstate affiliated employer. Because the aggregate earnings and balance attributable to services rendered to Lincoln Benefit by each named executive cannot be calculated without unreasonable effort, the aggregate earnings and aggregate balance provided for each named executive in the following table is the amount determined by multiplying the value of such named executive’s non-qualified deferred compensation benefit for services rendered to Allstate and all of its affiliates over the course of such named executive’s career with Allstate by the percentage used for allocating such named executive’s compensation to Lincoln Benefit under the Service and Expense Agreement in 2013.

NON-QUALIFIED DEFERRED COMPENSATION AT FISCAL YEAR-END 2013

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(1)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)
Mr. Civgin		0		0		0		0		0
Mr. Merten		0		0		0		0		0
Mr. Chandra		0		0		0		0		0
Mr. Dahl		0		0		0		0		0
Mr. Kavanaugh		0		0		0		0		0
Mr. Miller		0		0		0		0		0

⁽¹⁾  Aggregate earnings were not included in the named executive’s compensation in the last completed fiscal year in the Summary Compensation Table .

⁽²⁾  There are no amounts reported in the Aggregate Balance at Last FYE column that previously were reported as compensation in the Summary Compensation Table .

In order to remain competitive with other employers, Allstate allows employees, including the named executives and other employees whose annual compensation exceeds the amount specified in the Internal Revenue Code ($255,000 in 2013), to defer up to 80% of their salary and/or up to 100% of their annual cash incentive award that exceeds that amount under the Deferred Compensation Plan. Allstate does not match participant deferrals and does not guarantee a stated rate of return.

Deferrals under the Deferred Compensation Plan are credited with earnings or debited for losses based on the results of the investment option or options selected by the participants. The investment options available in 2013 under the Deferred Compensation Plan are: Stable Value, S&P 500, International Equity, Russell 2000, Mid-Cap, and Bond Funds. Under the Deferred Compensation Plan, deferrals are not actually invested in these

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funds, but instead are credited with earnings or debited for losses based on the funds’ investment returns. Because the rate of return is based on actual investment measures in Allstate’s 401(k) plan, no above market earnings are paid. Allstate’s Deferred Compensation Plan and 401(k) plan allow participants to change their investment elections daily. Investment changes are effective the next business day. The Deferred Compensation Plan is unfunded. This means that Allstate does not set aside funds for the plan in a trust or otherwise. Participants have only the rights of general unsecured creditors and may lose their balances in the event of the company’s bankruptcy. Account balances are 100% vested at all times.

An irrevocable distribution election is required before making any deferrals into the plan. Generally, a named executive may elect to begin receiving a distribution of his or her account balance immediately upon separation from service or in one of the first through fifth years after separation from service. The earliest distribution date for Post 409A balances is six months following separation from service. The named executive may elect to receive payment in a lump sum or in annual cash installment payments over a period of two to ten years. In addition, a named executive may elect an in-service withdrawal of his or her entire Pre 409A balance, subject to forfeiture of 10% of such balance. Upon proof of an unforeseen emergency, a plan participant may be allowed to access certain funds in a deferred compensation account earlier than the dates specified above.

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Potential Payments as a Result of Termination or Change-in-Control (CIC)

The following table lists the compensation and benefits that Allstate would provide to the named executives in various scenarios involving a termination of employment, other than compensation and benefits generally available to salaried employees. The table describes equity granting practices for the 2013 equity incentive awards. Relevant prior practices are described in the footnotes.

	Compensation Elements
Termination Scenarios	Base Salary	Severance Pay	Annual Incentive(1)	Stock Options(1)(2)	Restricted Stock Units(1)(2)	Performance Stock Awards(1)(2)	Non-Qualified Pension Benefits(3)	Deferred Compensation(4)	Health, Welfare and Other Benefits
Termination(5)	Ceases immediately	None	Forfeited unless terminated on last day of fiscal year	Unvested are forfeited, vested expire at the earlier of three months or normal expiration	Forfeited	Forfeited	Distributions commence per plan	Distributions commence per participant election	None
Retirement	Ceases immediately	None	Prorated for the year and subject to discretionary adjustments(6)	Awards granted more than 12 months before, and pro rata portion of award granted within 12 months of, retirement continue to vest. All expire at earlier of five years or normal expiration.(7)	Awards granted more than 12 months before, and pro rata portion of award granted within 12 months of retirement continue to vest.(7)	Awards granted more than 12 months before, and pro rata portion of awards granted within 12 months of retirement continue to vest and are paid out based on actual performance.(7)	Distributions commence per plan	Distributions commence per participant election	None
Termination due to Change- in-Control(8)	Ceases immediately	Lump sum equal to two times salary and annual incentive at target(9)	Prorated at target (reduced by any actually paid)	Awards vest upon qualifying termination after a CIC.(10)	Awards vest upon qualifying termination after a CIC.(10)	Awards vest based on performance upon a qualifying termination after CIC.(11)	Immediately payable upon a CIC	Immediately payable upon a CIC	Outplacement services provided; lump sum payment equal to additional cost of welfare benefits continuation coverage for 18 months(12)
Death	Ceases immediately	None	Prorated for year and subject to discretionary adjustments	Awards vest immediately and expire at earlier of two years or normal expiration	Awards vest immediately	Awards vest and are payable immediately.(13)	Distributions commence per plan	Payable within 90 days	None
Disability	Ceases immediately	None	Prorated for year and subject to discretionary adjustments	Vest immediately and expire at earlier of two years or normal expiration	Vest immediately(14)	Vests and is payable immediately.(13)	Participant may request payment if age 50 or older	Distributions commence per participant election	Supplemental Long Term Disability benefits if enrolled in basic long term disability plan

⁽¹⁾  Named executives who receive an equity award or an annual cash incentive award under the Annual Executive Incentive Plan after May 19, 2009, are subject to a non-solicitation covenant while they are employed and for the one-year period

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following termination of employment. If a named executive violates the non-solicitation covenant, Allstate’s Board of Directors or a committee of Allstate’s Board, to the extent permitted by applicable law, may recover compensation provided to the named executive including cancellation of outstanding awards or recovery of all or a portion of any gain realized upon vesting, settlement, or exercise of an award or recovery of all or a portion of any proceeds resulting from any disposition of shares received pursuant to an award if the vesting, settlement, or exercise of the award or the receipt of the sale proceeds occurred during the 12-month period prior to the violation.

⁽²⁾  Named executives who receive an equity award on or after May 21, 2013, that remains subject to a period of restriction or other performance or vesting condition, are subject to a non-compete provision while they are employed and for the one-year period following termination of employment. Named executives who received equity awards granted between February 21, 2012, and May 20, 2013, are subject to a non-compete provision while they are employed and for the two-year period following termination of employment. If a named executive violates the non-competition covenant, Allstate’s Board of Directors or a committee of Allstate’s Board may, to the extent permitted by applicable law, cancel any or all of the named executive’s outstanding awards that remain subject to a period of restriction or other performance or vesting condition as of the date on which the named executive first violated the non-competition provision.

⁽³⁾  See the Retirement Benefits section for further detail on non-qualified pension benefits and timing of payments.

⁽⁴⁾  See the Non-Qualified Deferred Compensation section for additional information on the Deferred Compensation Plan and distribution options available.

⁽⁵⁾  Includes both voluntary and involuntary termination. Examples of involuntary termination independent of a change-in-control include performance-related terminations; terminations for employee dishonesty and violation of Allstate rules, regulations, or policies; and terminations resulting from lack of work, rearrangement of work, or reduction in force.

⁽⁶⁾  Retirement for purposes of the Annual Executive Incentive Plan is defined as voluntary termination on or after the date the named executive attains age 55 with at least 20 years of service.

⁽⁷⁾  This description is the treatment of equity awards granted after February 20, 2012. Retirement for purposes of all equity awards granted after February 20, 2012, is age 60 with five years of service or age 55 with 10 years of service.

Historical retirement definitions and treatment for purposes of stock options and restricted stock units is as follows:

		Date of award prior to February 22, 2011	Date of award on or after February 22, 2011 and before February 21, 2012
Early Retirement	Definition	Age 55 with 20 years of service	Age 55 with 10 years of service
	Treatment	Unvested awards are forfeited. Stock options expire at the earlier of five years from the date of retirement or the expiration date of the option.	Prorated portion of unvested awards continue to vest. Stock options expire at the earlier of five years from the date of retirement or the expiration date of the option.
Normal Retirement	Definition	Age 60 with at least one year of service	Age 60 with at least one year of service
	Treatment	Unvested awards continue to vest and stock options expire at the earlier of five years from the date of retirement or the expiration date of the option.	• Unvested awards not granted within 12 months of retirement continue to vest. • Prorated portion of unvested awards granted within 12 months of the retirement date continue to vest. • Stock options expire at the earlier of five years from the date of retirement or the expiration date of the option.

⁽⁸⁾  Mr. Civgin is a participant in Allstate’s change-in-control severance plan (CIC Plan). No other named executive is a party to the CIC Plan. In general, a change-in-control is one or more of the following events: (1) any person acquires 30% or more of the combined voting power of Allstate common stock within a 12-month period; (2) any person acquires more than 50% of the combined voting power of Allstate common stock; (3) certain changes are made to the composition of Allstate’s Board of Directors; or (4) the

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consummation of a merger, reorganization, or similar transaction. These triggers were selected because any of these could cause a substantial change in management in a widely held company the size of Allstate. Effective upon a change-in-control, Mr. Civgin becomes subject to covenants prohibiting solicitation of employees, customers, and suppliers at any time until one year after termination of employment. If Mr. Civgin incurs legal fees or other expenses in an effort to enforce the CIC Plan, Allstate will reimburse him for these expenses unless it is established by a court that he had no reasonable basis for the claim or acted in bad faith.

⁽⁹⁾  For those named executives subject to the CIC Plan, severance benefits would be payable if a named executive’s employment is terminated either by Allstate without cause or by the executive for good reason as defined in the plan during the two years following the change-in-control. Cause means the named executive has been convicted of a felony or other crime involving fraud or dishonesty, has willfully or intentionally breached the restrictive covenants in the CIC Plan, has habitually neglected his or her duties, or has engaged in willful or reckless material misconduct in the performance of his or her duties. Good reason includes a material diminution in a named executive’s base compensation, authority, duties, or responsibilities, a material change in the geographic location where the named executive performs services, or a material breach of the agreement by Allstate.

⁽¹⁰⁾  This description is the treatment of equity awards granted on or after December 30, 2011. Awards granted prior to December 30, 2011, vest on the date of a change-in-control.

⁽¹¹⁾  For completed measurement periods with results certified by the Committee, the earned amount continues to vest. For open cycles, the Committee will determine the number of performance stock awards that continue to vest based on actual performance up to the change-in-control.

⁽¹²⁾  If a named executive’s employment is terminated by reason of death during the two years after the date of a change-in-control, the named executive’s estate or beneficiary will be entitled to survivor and other benefits, including retiree medical coverage, if eligible, that are not less favorable than the most favorable benefits available to the estates or surviving families of peer executives of Allstate. In the event of termination by reason of disability, Allstate will pay disability and other benefits, including supplemental long-term disability benefits and retiree medical coverage, if eligible, that are not less favorable than the most favorable benefits available to disabled peer executives.

⁽¹³⁾  For completed measurement periods with results certified by the Committee, the earned amount is paid. For open cycles, the payout is based on target number of performance stock awards.

⁽¹⁴⁾  If a named executive’s employment is terminated due to disability, restricted stock units granted prior to February 22, 2011, are forfeited.

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ESTIMATE OF POTENTIAL PAYMENTS UPON TERMINATION⁽¹⁾

The table below describes the value of compensation and benefits payable to each named executive upon termination, calculated in a manner consistent with the allocation of compensation expenses to Lincoln Benefit under the Service and Expense Agreement for 2013, that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the named executives such as deferred compensation and non-qualified pension benefits. The payment of the 2013 annual cash incentive award and any 2013 salary earned but not paid in 2013 due to Allstate’s payroll cycle are not included in these tables because these are payable regardless of termination, death, or disability. Benefits and payments are calculated assuming a December 31, 2013, employment termination date.

Name	Severance ($)			Stock Options— Unvested and Accelerated ($)			Restricted Stock Units— Unvested and Accelerated ($)			Performance Stock Awards— Unvested and Accelerated ($)			Welfare Benefits and Outplacement Services ($)			Total ($)
Mr. Civgin
Termination/Retirement(2)		0			0			0			0			0			0
Termination due to Change-in-Control(3)		837,900			1,400,093			204,907			1,186,300			9,956	(4)		3,639,156
Death		0			1,400,093			204,907			1,186,300			0			2,791,300
Disability		0			1,400,093			135,968			1,186,300			3,695,289	(5)		6,417,650
Mr. Merten
Termination/Retirement(2)		0			0			0			0			0			0
Termination due to Change-in-Control(3)		0			205,414	(6)		178,346	(6)		0	(6)		0			393,760
Death		0			205,414			178,346			0			0			383,760
Disability		0			205,414			178,346			0			1,982,785	(5)		2,366,545
Mr. Chandra
Termination/Retirement(2)(7)		0			0			0			0			2,824			2,824
Termination due to Change-in-Control(3)		0			828,709	(6)		99,590	(6)		771,087	(6)		0			1,699,386
Death		0			828,709			99,590			771,087			0			1,699,386
Disability		0			828,709			99,590			771,087			0			1,699,386
Mr. Dahl
Termination(7)		700,000	(7)		0			0			0			7,675			707,675
Mr. Kavanaugh
Termination/Retirement(2)		0			0			0			0			0			0
Termination due to Change-in-Control(3)		0			24,026	(6)		143,549	(6)		0	(6)		0			167,575
Death		0			24,026			143,549			0			0			167,575
Disability		0			24,026			143,549			0			901,896	(5)		1,069,471
Mr. Miller
Termination/Retirement(2)		0			0			0			0			0			0
Termination due to Change-in-Control(3)		0			152,344			392,252	(6)		0			0			544,596
Death		0			152,344			392,252			0			0			544,596
Disability		0			152,344			392,252			0			1,230,828	(5)		1,775,424

⁽¹⁾  A “0” indicates either that there is no amount payable to the named executive, or the amount payable is the same for both the named executives and all salaried employees.

⁽²⁾  As of December 31, 2013, none of the named executives are eligible to retire in accordance with Allstate’s policy and the terms of its equity incentive compensation and benefit plans.

⁽³⁾  The values in this change-in-control row represent amounts paid if both the change-in-control and qualifying termination occur on December 31, 2013. Performance stock awards are paid out based on actual performance; for the purposes of this table, the 2012-2014 cycle includes two years at maximum and one year at target and the 2013-2015 cycle includes one year at maximum and two years at target. Equity awards granted prior to December 30, 2011, immediately vest upon a change-in-control. The amounts payable to each named executive in the event of a change-in-control would be as follows:

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Name	Stock Options— Unvested and Accelerated ($)		Restricted Stock Units— Unvested and Accelerated ($)		Total— Unvested and Accelerated ($)
Mr. Civgin		521,955		204,907		726,862
Mr. Merten		0		0		0
Mr. Chandra		256,181		99,590		355,771
Mr. Kavanaugh		0		0		0
Mr. Miller		24,709		58,467		83,176

Beginning with awards granted in 2012 to all named executives, equity awards do not accelerate in the event of a change-in-control unless also accompanied by a qualifying termination of employment. A change-in-control also would accelerate the distribution of each named executive’s non-qualified deferred compensation and SRIP benefits. Please see the Non-Qualified Deferred Compensation at Fiscal Year End 2013 table and footnote 2 to the Pension Benefits table in the Retirement Benefits section for details regarding the applicable amounts for each named executive.

⁽⁴⁾  The Welfare Benefits and Outplacement Services amount includes the cost to provide certain welfare benefits to the named executive and family during the period the named executive is eligible for continuation coverage under applicable law. The amount shown reflects Allstate’s costs for these benefits or programs assuming an 18-month continuation period. The allocated value of outplacement services is $5,320 for Mr. Civgin. No other named executive is eligible for welfare benefit continuation or outplacement services following a change in control. Messrs. Chandra and Dahl were eligible for outplacement services pursuant to the terms of their respective Separation Agreements.

⁽⁵⁾  The named executives who participate in the long-term disability plan are eligible to participate in Allstate’s supplemental long-term disability plan for employees whose annual earnings exceed the level which produces the maximum monthly benefit provided by the long-term disability plan (basic plan). The benefit is equal to 60% of the named executive’s qualified annual earnings divided by twelve and rounded to the nearest $100, reduced by $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65.

⁽⁶⁾  Messrs. Merten, Chandra, Dahl, Kavanaugh, and Miller were not participants in the CIC Plan. However, pursuant to the terms of their equity awards, unvested stock options and restricted stock units would vest immediately upon a qualifying termination following a change-in-control.

⁽⁷⁾  Under the terms of Mr. Dahl’s Separation Agreement, for an eighteenth-month period following his termination of employment, Mr. Dahl is restricted from soliciting Allstate employees or exclusive agents. Under the terms of Mr. Chandra’s Separation Agreement, for a twelve-month period following his termination of employment, Mr. Chandra is restricted from soliciting Allstate employees or exclusive agents and, for a six-month period following termination of his employment, from engaging in certain activities competitive with Allstate activities.

Risk Management and Compensation

A review and assessment of potential compensation-related risks was conducted by Allstate’s chief risk executive and reviewed by the compensation and succession committee of Allstate. Allstate believes that its compensation policies and practices are appropriately structured, and that they avoid providing incentives for employees to engage in unnecessary and excessive risk taking. Allstate believes that executive compensation has to be examined in the larger context of an effective risk management framework and strong internal controls. The Allstate Board and its risk and return committee both play an important role in risk management oversight, including reviewing how management measures, evaluates, and manages the corporation’s exposure to risks posed by a wide variety of events and conditions. In addition, the compensation and succession committee of Allstate employs an independent compensation consultant each year to review and assess Allstate’s executive pay levels, practices, and overall program design.

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Performance Measures for 2013

The following are descriptions of the performance measures used for executive incentive compensation. These measures are not GAAP measures. They were developed uniquely for incentive compensation purposes and are not reported items in our financial statements. The Committee has approved the use of non-GAAP measures when appropriate to drive executive focus on particular strategic, operational, or financial factors or to exclude factors over which our executives have little influence or control.

Adjusted Operating Income: This measure is calculated differently for annual cash incentive awards, the 162(m) pool, and each PSA performance cycle.

For each plan, Adjusted Operating Income is equal to net income available to common shareholders adjusted to exclude the after-tax effect of the items indicated below for the respective plan:

			Performance Stock Awards
ü Indicates excluded from Adjusted Operating Income	Annual Cash Incentive Awards	162(m) Pool	2012-2014 Performance Cycle	2013-2015 Performance Cycle
Net income available to common shareholders, excluding:
Realized capital gains and losses (which includes the related effect on amortization of deferred acquisition and deferred sales inducement costs) except for periodic settlements and accruals on certain non-hedge derivative instruments	ü	ü	ü	ü
Valuation changes on embedded derivatives that are not hedged (which includes the related effect on amortization of deferred acquisition and deferred sales inducement costs)	ü	ü	ü	ü
Business combination expenses and amortization of purchased intangible assets	ü	ü	ü	ü
(Loss) gain on disposition of operations	ü	ü	ü	ü
Restructuring or related charges	ü	ü		ü
Underwriting results of Discontinued Lines and Coverages segment	ü	ü	ü	ü
After-tax prepayment fees			ü
Preferred stock dividends		ü
Loss on extinguishment of debt	ü	ü	ü	ü
Post-retirement benefits curtailment gain	ü	ü	ü	ü
Settlement charge related to employee pension benefit plans	ü
Reduction in pension benefit cost from employee pension plan changes	ü
Adjusted Operating Income before catastrophe adjustment
Adjustment for after tax catastrophe losses	Include planned amount	Exclude actual amount	Adjusted to include a minimum or maximum amount	Adjusted to include a minimum or maximum amount
Adjusted Operating Income

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Annual Cash Incentive Award Performance Measures for 2013

Adjusted Operating Income: This measure is used to assess financial performance. For a description of how this measure is calculated, see page 63.

The impact of catastrophe losses on annual cash incentive awards is recognized through a modifier to the Adjusted Operating Income performance measure payout percentage.

Actual After-Tax Catastrophe Losses	Impact to Adjusted Operating Income Payout Percentage
+/- 10% variance to planned catastrophe losses	None
> 10% and < 20% above planned catastrophe losses	Decrease payout by 0% to 20% (interpolated)
³ 20% above planned catastrophe losses	Decrease payout by 20%
> 10% and < 20% below planned catastrophe losses	Increase payout by 0% to 20% (interpolated)
³ 20% below planned catastrophe losses	Increase payout by 20%

In 2013, actual after-tax catastrophe losses of $813 million were less than planned after-tax catastrophe losses by more than 20%, which would have triggered a 20% increase in the Adjusted Operating Income performance measure payout percentage. However, the maximum Adjusted Operating Income performance measure payout percentage had been achieved without application of the modifier.

Net Investment Income: This measure is used to assess the financial operating performance provided from investments. It is equal to net investment income as reported in the consolidated statement of operations, adjusted to eliminate the effects of differences between actual monthly average assets under management (actual AUM) and the monthly average assets under management assumed in determining the company’s performance measure target for net investment income (target AUM). In 2013, the AUM adjustment resulted in a decrease to the net investment income measure.

Actual net investment income is adjusted based on the difference between the target and actual amounts of AUM, excluding the difference between target and actual amounts of securities lending assets. Net investment income will be increased using the target portfolio rate if the actual AUM is below the target amounts and decreased using market rates at which new investments were originated during the month if the actual AUM is above the target amount.

Actual AUM equals the average of the 13 month-end total investments, including the beginning and end of the annual period, adjusted to exclude the unrealized gain (loss) for fixed income, equity, and short term securities for each month. Total investments is reported quarterly in the consolidated statement of financial position.

Total Premiums: This measure is used to assess growth within the Allstate Protection and Allstate Financial businesses. It is equal to the sum of Allstate Protection premiums written and Allstate Financial premiums and contract charges as adjusted and described below.

Allstate Protection premiums written is equal to the Allstate Protection segment net premiums written. Allstate Protection premiums written is reported in management’s discussion and analysis in the annual report on Form 10-K.

Allstate Financial premiums and contract charges is equal to life and annuity premiums and contract charges reported in the consolidated statement of operations adjusted to exclude premiums and contract charges related to structured settlement annuities.

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Performance Stock Award Performance Measures for the 2012-2014 Performance Cycle and the 2013-2015 Performance Cycle

Annual Adjusted Operating Income Return on Equity: This measure is used to assess financial performance. It is calculated as the ratio of annual Adjusted Operating Income for the applicable PSA performance cycle divided by the average of stockholders’ equity excluding the effects of unrealized net capital gains and losses at the beginning and at the end of the year. For a description of how Adjusted Operating Income is calculated, see page 85.

Adjusted Operating Income is adjusted to include a minimum or maximum amount of catastrophe losses if actual catastrophe losses are less than or exceed those amounts, respectively. In 2013, Adjusted Operating Income was adjusted to include a minimum amount of catastrophe losses.

Net Income: This measure is used to assess Allstate’s financial performance. It is equal to net income available to common shareholders as reported in The Allstate Corporation annual report on Form 10-K.

Item 11(m). Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners

The following table shows the number of Lincoln Benefit shares owned by any beneficial owner who owns more than five percent of any class of Lincoln Benefit’s voting securities.

Title of Class         (a)	Name and Address of Beneficial Owner (b)	Amount and Nature of Beneficial Ownership (c)	Percent of Class (d)
Capital Stock	Resolution Life, Inc. 733 Third Avenue 16th Floor New York, NY 10017	25,000	100%
N/A	Resolution Life Holdings, Inc. 733 Third Avenue 16th Floor New York, NY 10017	Indirect voting and investment power of shares owned by Resolution Life, Inc.	N/A
N/A	Resolution Life L.P. Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda	Indirect voting and investment power of shares owned by Resolution Life, Inc.	N/A
N/A	Resolution Life GP, Ltd. Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda	Indirect voting and investment power of shares owned by Resolution Life, Inc.	N/A
N/A	Resolution Capital Limited 23 Saville Row London W1S 2ET United Kingdom	Indirect voting and investment power of shares owned by Resolution Life, Inc.	N/A
N/A	Clive Cowdery 23 Saville Row London W1S 2ET United Kingdom	Indirect voting and investment power of shares owned by Resolution Life, Inc.	N/A

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Security Ownership of Directors and Executive Officers

The following table shows the number of shares of stock in Lincoln Benefit or its parents beneficially owned by each director and named executive officer of Lincoln Benefit individually, and by all executive officers and directors of Lincoln Benefit as a group. Shares reported as beneficially owned include certain shares held indirectly, as well as shares subject to stock options exercisable on or prior to April 4, 2014 and restricted stock units for which restrictions expire on or prior to April 4, 2014. The following share amounts are as of April 4, 2014.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Stock in Lincoln Benefit or its Parents (a)	Stock Subject to Options Exercisable and Restrict Stock units for which restrictions expire on or prior to April 4, 2014 – Included in Column (a) (b)	Percent of Class (d)
Clive Cowdery	Lincoln Benefit is an indirect wholly-owned subsidiary of Resolution Life L.P., which is controlled by its general partner Resolution Life GP Ltd. Resolution Life GP Ltd. Is a wholly-owned subsidiary of Resolution Capital limited, which is wholly owned by Mr. Cowdery.	N/A	N/A
Clive Cowdery	Mr. Cowdery has made a $20 million commitment to Resolution Life L.P., which currently accounts for 1.8% of the current total $1.1 billion of commitments.	N/A	N/A

Changes in Control

On December 31, 2013, Resolution Life Holdings, Inc. and Resolution Life, Inc. entered into a Credit Agreement with Royal Bank of Canada (“RBC”), The Royal Bank of Scotland, PLC, RBC Capital Markets, RBS Securities Inc. and Lloyds Securities Inc. (the “Credit Agreement”). On April 1, 2014, Resolution Life Holdings, Inc. and Resolution Life, Inc. entered into a Guarantee and Collateral Agreement with Royal Bank of Canada (the “Guarantee and Collateral Agreement”). Pursuant to the Guarantee and Collateral Agreement, Resolution Life Holdings, Inc. pledged the securities of Resolution Life, Inc. to the Secured Parties (as defined in the Guarantee and Collateral Agreement) in order to secure a term loan to Resolution Life, Inc. for the acquisition of Lincoln Benefit. Pursuant to the Credit Agreement and the Guarantee and Collateral Agreement, Resolution Life, Inc. also pledged the securities of Lincoln Benefit to the Secured Parties (as defined in the Guarantee and Collateral Agreement).

If Resolution Life, Inc. defaults on its obligations under the Credit Agreement, RBC (as collateral agent), will have the option to receive all of the Resolution Life, Inc. and Lincoln Benefit stock pledged the Credit Agreement and Guarantee and Collateral Agreement, including all voting and corporate rights to such stock.

88

Item 11(n) Transactions with Related Persons, Promoters and Certain Control Persons.

On April 1, 2014, after receiving all required regulatory approvals, all of the capital stock in Lincoln Benefit was acquired by Resolution Life, Inc., pursuant to a Stock Purchase Agreement by and among ALIC, Resolution Holdings, Inc. and the Limited Partnership signed July 17, 2013. Prior to this transaction, Lincoln Benefit was a wholly-owned subsidiary of ALIC.

Transactions with Related Persons

The table below describes certain intercompany agreements involving amounts greater than $120,000, in place before the transaction with Resolution, between Lincoln Benefit and certain of its then affiliates as described below:

• Allstate Life Insurance Company (“ALIC”), the direct parent of Lincoln Benefit;

• Allstate Insurance Company (“AIC”), an indirect parent of Lincoln Benefit;

• The Allstate Corporation (“AllCorp”), the ultimate indirect parent of Lincoln Benefit;

• Allstate Financial Services, LLC (“AFS”), an affiliate of Lincoln Benefit and a direct subsidiary of AIC;

• Allstate Life Insurance Company of New York (“ALNY”), an affiliate of Lincoln Benefit and a direct subsidiary of ALIC;

• Allstate Distributors, LLC (“ADLLC”), an affiliate of Lincoln Benefit and a direct subsidiary of ALIC; and

• Allstate Investments, LLC (“AILLC”), an affiliate of Lincoln Benefit and a second tier subsidiary of AllCorp.

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Transaction Description	Approximate dollar value of the amount involved in the transaction, per fiscal year					Related Person(s) involved in the transaction1 and the approximate dollar value of the amount of the Related Person’s interest in the transaction ($)
			($)			ALIC			AIC			AllCorp			AFS			ALNY			ADLLC			AILLC
Investment Management Agreement among Allstate Investments, LLC, Allstate Insurance Company, The Allstate Corporation and certain affiliates effective January 1, 2007.		2011 2012 2013		133,073,456 172,138,967 174,642,625	2 2  2		71,775,550 85,874,525 82,062,732	2 2  2		52,773,567 73,118,384 79,465,291	2 2  2		1,475,458 67,330 0	2 2		N/A			N/A			N/A			0 0 631,751	2
Tax Sharing Agreement among The Allstate Corporation and certain affiliates dated as of November 12, 1996, as supplemented by Supplemental Intercompany Tax Sharing Agreement between Allstate Life Insurance Company and Lincoln Benefit Life Company effective December 21, 2000.		2011 2012 2013		2,845,812 261,856,736 403,752,626	3 3  3		71,718,284 (51,081,452 (28,599,632	)  )		42,900,789 402,335,848 805,259,656			(142,533,135 (133,557,504 (361,417,973	)  )  )		N/A			0 0 0			N/A			N/A
Amended and Restated Service and Expense Agreement between Allstate Insurance Company, The Allstate Corporation and certain affiliates effective January 1, 2004, as amended by Amendment No. 1 effective January 1, 2009, and as supplemented by New York Insurer Supplement to Amended and Restated Service and Expense Agreement between Allstate Insurance Company, The Allstate Corporation, Allstate Life Insurance Company of New York and Intramerica Life Insurance Company, effective March 5, 2005.		2011 2012 2013		3,618,090,094 4,010,414,793 4,594,114,658	2 2  2		171,247,884 206,609,277 219,150,824	2  2  2		171,247,884 206,609,277 1,783,214,605	2  2		1,706,778,729 1,675,534,870 12,439,714	2  2  2		7,255,192 10,233,063 43,654	2  2  2		0 0 1,562,050	2		0 0 (28,737	)2		N/A
Reinsurance Agreements between Lincoln Benefit Life Company and Allstate Life Insurance Company: Coinsurance Agreement effective December 31, 2001; Modified Coinsurance Agreement effective December 31, 2001; Modified Coinsurance Agreement effective December 31, 2001.		2011 2012 2013		562,439,149 447,340,588 528,831,836	4  4  4		562,439,149 447,340,588 (528,831,836	4  4  )4		N/A			N/A			N/A			N/A			N/A			N/A

¹  Each identified Related Person is a Party to the transaction.

²  Gross amount of expense received under the transaction.

³  Total amounts paid to the Internal Revenue Service.

⁴  Net reinsurance income

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Transaction Description	Approximate dollar value of the amount involved in the transaction, per fiscal year					Related Person(s) involved in the transaction1 and the approximate dollar value of the amount of the Related Person’s interest in the transaction ($)
			($)			ALIC			AIC			AllCorp			AFS			ALNY		ADLLC		AILLC
Assignment & Delegation of Administrative Services Agreements, Underwriting Agreements, and Selling Agreements entered into as of September 1, 2011 between ALFS, Inc., Allstate Life Insurance Company, Allstate Life Insurance Company of New York, Allstate Distributors, LLC, Charter National Life Insurance Company, Intramerica Life Insurance Company, Allstate Financial Services, LLC, and Lincoln Benefit Life Company		2011 2012 2013		14,875,149 10,741,767 12,927,091	2 2  2		7,085,880 4,042,532 4,928,625	2  2  2		0 0 0			0 0 0			0 0 7,701,706	2		0 0 0		0 0 0		0 0 0
Intercompany Loan Agreement among The Allstate Corporation, Allstate Life Insurance Company, Lincoln Benefit Life Company and other certain subsidiaries of The Allstate Corporation dated February 1, 1996.		2011 2012 2013		399,830,632 0 0	5  6  6		0 0 0	6  6  6		399,830,632 0 0	5  6  6		399,830,632 0 0	5  6  6		N/A			N/A		N/A		N/A
Agreement for the Settlement of State and Local Tax Credits among Allstate Insurance Company and certain affiliates effective January 1, 2007.		2011 2012 2013		1,391,107 0 0	7		205,904 0 0	7		1,095,601 0 0	7		N/A			N/A			N/A		N/A		N/A
Reinsurance Agreement between Lincoln Benefit Life Company and Lincoln Benefit Reinsurance Company effective September 30, 2012		2012 2013		0 201,639	4		N/A			N/A			0 201,639	4		N/A			N/A		N/A		N/A

⁵  Amounts loaned and repaid.

⁶  No loans outstanding at year end.

⁷  Value of transfer transactions.

Following the transaction, Lincoln Benefit entered into a Services Agreement with Resolution Life, Inc., dated April 1, 2014, whereby Resolution Life, Inc. agreed to provide certain administrative services to the Company and the Company agreed to provide certain administrative services to Resolution Life, Inc. Amounts payable under the agreement will be determined based on monthly services rendered.

Review and Approval of Related Person Transactions

All intercompany agreements to which Lincoln Benefit was a party before the transaction with Resolution were approved by Lincoln Benefit’s Board of Directors as well as by the board of any other affiliate of The Allstate Corporation which was a party to the agreement. When required, intercompany agreements are submitted for approval to the Nebraska Department of Insurance, Lincoln Benefit’s domestic regulator, and any additional states in which Lincoln Benefit might be commercially domiciled pursuant to the applicable state’s insurance holding company systems act. This process is documented in an internal procedure that captures the review and approval process of all intercompany agreements. All approvals are maintained in Lincoln Benefit’s corporate records.

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Independence Standards For Directors

Although not subject to the independence standards of the New York Stock Exchange, for purposes of this S-1 registration statement, Lincoln Benefit has applied the independence standards required for listed companies of the New York Stock Exchange to the Board of Directors. Applying these standards, Lincoln Benefit has determined that four of its directors are independent: Richard Carbone, Ann Frohman, Robert Stein and Grace Vandecruze.

Compensation Committee Interlocks and Insider Participation

The Board of Directors of Lincoln Benefit does not have a compensation committee. Prior to the transaction with Resolution, all compensation decisions were made by The Allstate Corporation, as the ultimate parent company of Lincoln Benefit. No executive officer of Lincoln Benefit served as a member of the compensation committee of another entity for which any executive officer served as a director for Lincoln Benefit.

Other Information

A section entitled “Experts” is added to your prospectus as follows:

Experts

The financial statements and financial statement schedules included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and financial statement schedules are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The following change is made to the prospectuses for the LBL Advantage, Consultant II and Premier Planner:

Under the “More Information” section, the subsection entitled “Legal Matters” is deleted and replaced with the following:

LEGAL MATTERS

Prior to the transaction with Resolution, matters of Nebraska law pertaining to the Contracts, including the validity of the Contracts and Lincoln Benefit’s right to issue such Contracts under Nebraska insurance law, were passed upon by Angela K. Fontana, former General Counsel of Lincoln Benefit.

Principal Underwriter

Allstate Distributors, LLC (“ADLLC”) serves as the principal underwriter and distributor of the securities registered herein. The securities offered herein are sold on a continuous basis, and there is no specific end date for the offering. ADLLC is a wholly owned subsidiary of Allstate Life Insurance Company. ADLLC is a registered broker dealer under the Securities and Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority. ADLLC is not required to sell any specific number or dollar amount of securities, but will use its best efforts to sell the securities offered.

Administration

We have primary responsibility for all administration of the Contracts and the Variable Account. We entered into an administrative services agreement with The Prudential Insurance Company of America (“PICA”) whereby, PICA or an affiliate provides administrative services to the Variable Account and the Contracts on our behalf. In addition, PICA entered into a master services agreement with se 2, inc., of 5801 SW 6th Avenue,

92

Topeka, Kansas 66636, whereby se 2, inc. provides certain business process outsourcing services with respect to the Contracts. se 2, inc. may engage other service providers to provide certain administrative functions. These service providers may change over time, and as of December 31, 2013, consisted of the following: Keane BPO, LLC (administrative services) located at 100 City Square, Boston, MA 02129; RR Donnelly Global Investment Markets (compliance printing and mailing) located at 111 South Wacker Drive, Chicago, IL 60606; Jayhawk File Express, LLC (file storage and document destruction) located at 601 E. 5th Street, Topeka, KS 66601-2596; Co-Sentry.net, LLC (back-up printing and disaster recovery) located at 9394 West Dodge Rd, Suite 100, Omaha, NE 68114; Convey Compliance Systems, Inc. (withholding calculations and tax statement mailing) located at 3650 Annapolis Lane, Suite 190, Plymouth, MN 55447; Spangler Graphics, LLC (compliance mailings) located at 29305 44th Street, Kansas City, KS 66106; Veritas Document Solutions, LLC (compliance mailings) located at 913 Commerce Ct, Buffalo Grove, IL 60089; Records Center of Topeka, a division of Underground Vaults & Storage, Inc. (back-up tapes storage) located at 1540 NW Gage Blvd. #6, Topeka, KS 66618; EquiSearch Services, Inc. (lost shareholder search) located at 11 Martime Avenue, Suite 665, White Plains, NY 10606; ZixCorp Systems, Inc. (email encryption) located at 2711 N. Haskell Ave., Suite 2300, Dallas, TX 75204; DST Systems, Inc. (FAN mail, positions, prices) located at 333 West 11 Street, 5th Floor, Kansas City, MO 64105.

In connection with the Resolution Life’s acquisition of Lincoln Benefit, Resolution Life, Inc. and ALIC entered into a Transition Services Agreement (the “TSA”), pursuant to which ALIC will continue to provide certain administrative services for the Recaptured Business for a period of twelve to twenty-four months after the closing. Following termination of the TSA, we plan to outsource the administration of the Recaptured Business to third-party administrators. In particular, we expect to outsource the long-term administration of our deferred annuity business to se², inc., an unaffiliated third-party service provider. We expect this transition to third-party administrators to be completed within twelve to twenty-four months of the closing.

In administering the Contracts, the following services are provided, among others:

• maintenance of Contract Owner records;

• Contract Owner services;

• calculation of unit values;

• maintenance of the Variable Account; and

• preparation of Contract Owner reports.

93

                         LINCOLN BENEFIT LIFE COMPANY

                      Supplement Dated September 30, 2013
                To the following Prospectuses, as supplemented

CONSULTANT SOLUTIONS (CLASSIC, PLUS, ELITE, SELECT) PROSPECTUS DATED MAY 1, 2013
                   CONSULTANT I PROSPECTUS DATED MAY 1, 2013
                  LBL ADVANTAGE PROSPECTUS DATED MAY 1, 2004
                  CONSULTANT II PROSPECTUS DATED MAY 1, 2004
                 PREMIER PLANNER PROSPECTUS DATED MAY 1, 2004
                INVESTOR'S SELECT PROSPECTUS DATED MAY 1, 2007

The following information supplements the prospectus for your variable annuity
contract issued by Lincoln Benefit Life Company.

THE FOLLOWING PARAGRAPHS ARE ADDED TO THE "LINCOLN BENEFIT LIFE COMPANY"
PROVISION UNDER THE "MORE INFORMATION" SECTION OR THE "DESCRIPTION OF LINCOLN
BENEFIT LIFE COMPANY AND THE SEPARATE ACCOUNT" SECTION OF YOUR PROSPECTUS:

On July 17, 2013, Allstate Life entered into an agreement with Resolution Life
Holdings, Inc. ("Resolution"), a Delaware corporation established by Resolution
Life L.P., pursuant to which Allstate Life agreed to sell Lincoln Benefit to
Resolution or a wholly-owned subsidiary of Resolution (the "Transaction"). The
Prudential Insurance Company of America or an affiliate will continue to
reinsure and administer the Variable Account and the Contracts. The benefits
and provisions of the Contracts will not be changed by the Transaction. Also,
the Transaction will not change the fact that Lincoln Benefit is the named
insurer under your Contract. Following the Transaction, Lincoln Benefit will no
longer be an affiliate of Allstate Life.

The Transaction and certain related agreements are subject to required
regulatory approvals. Subject to the receipt of such regulatory approvals, the
Transaction is targeted to close in the 4 th quarter of 2013.

Upon receipt of regulatory approvals, Lincoln Benefit will amend and restate
its existing reinsurance arrangements with Allstate Life. Lincoln Benefit will
recapture, and Allstate Life no longer will reinsure: (i) all fixed deferred
annuity, value adjusted deferred annuity and indexed deferred annuity business
written by Lincoln Benefit, (ii) all of the life insurance business written by
Lincoln Benefit through independent life insurance producers other than certain
specified life insurance policies and (iii) all of the net liability of Lincoln
Benefit with respect to the accident and health and long-term care insurance
business written by Lincoln Benefit (the "Recapture"). The benefits and
provisions of the Contracts will not be changed by the Recapture, and the
Recapture will not change the fact that Lincoln Benefit is the named insurer
under your Contract.

Pursuant to the Recapture, Allstate Life will transfer to Lincoln Benefit, for
inclusion in its general account reserves, cash and specified assets with an
aggregate statutory book value equal to net statutory general account reserves
attributable to the recaptured business, adjusted for the final settlement
amount under the applicable existing reinsurance agreements between Lincoln
Benefit and Allstate Life that are being amended and restated in connection
with the Transaction.

If you have any questions, please contact your financial representative or our
Variable Annuity Service Center at (800) 457-7617. Our representatives are
available to assist you from 7:30 a.m. to 5 p.m. Central time.

Please read the prospectus supplement carefully and then file it with your
important papers. No other action is required of you.

                          SUPPLEMENT, DATED JULY 6, 2011,
                    TO THE PROSPECTUS FOR YOUR VARIABLE ANNUITY
                                   ISSUED BY

                       ALLSTATE LIFE INSURANCE COMPANY
                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          LINCOLN BENEFIT LIFE COMPANY

This supplement amends the prospectus for your Variable Annuity contract issued
by Allstate Life Insurance Company or Allstate Life Insurance Company of
New York or Lincoln Benefit Life Company, as applicable.

Effective as of August 19, 2011 (the Closure Date), the following variable
sub-accounts available in your Variable Annuity will be closed to all contract
owners except those contract owners who have contract value invested in the
variable sub-accounts as of the Closure Date:

              Invesco V.I. Basic Value Fund--Series I
              Invesco V.I. Basic Value Fund--Series II

Contract owners who have contract value invested in these variable sub-accounts
as of the Closure Date may continue to submit additional investments into the
variable sub-accounts thereafter, although they will not be permitted to
invest in the variable sub-accounts if they withdraw or otherwise transfer their
entire contract value from the variable sub-accounts following the Closure Date.
Contract owners who do not have contract value invested in the variable
sub-accounts as of the Closure Date will not be permitted to invest in these
variable sub-accounts thereafter.

Dollar cost averaging and/or auto-rebalancing, if elected by a contract owner,
will not be affected by the closure.

If you have any questions, please contact your financial representative or our
Variable Annuity Service Center at (800) 457-7617.  Our representatives are
available to assist you from 7:30 a.m. to 5 p.m. Central time.

Please read the prospectus supplement carefully and then file it with your
important papers. No other action is required of you.

                       Supplement, dated October 18, 2010,
                   to the Prospectus for your Variable Annuity
                                    Issued by

                         ALLSTATE LIFE INSURANCE COMPANY
                   ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
                          LINCOLN BENEFIT LIFE COMPANY

This supplement amends the prospectus for your Variable Annuity contract issued
by Allstate Life Insurance Company or Allstate Life Insurance Company of New
York or Lincoln Benefit Life Company, as applicable.

Effective as of November 19, 2010 (the Closure Date), the following variable
sub-accounts available in the above-referenced Variable Annuities will be closed
to all contract owners except those contract owners who have contract value
invested in the variable sub-accounts as of the Closure Date:

                Invesco V.I. Capital Appreciation Fund--Series I
                Invesco V.I. Capital Appreciation Fund--Series II

Contract owners who have contract value invested in these variable sub-accounts
as of the Closure Date may continue to submit additional investments into the
variable sub-accounts thereafter, although they will not be permitted to invest
in the variable sub-accounts if they withdraw or otherwise transfer their entire
contract value from the variable sub-accounts following the Closure Date.
Contract owners who do not have contract value invested in the variable
sub-accounts as of the Closure Date will not be permitted to invest in these
variable sub-accounts thereafter.

Dollar cost averaging and/or auto-rebalancing, if elected by a contract owner,
will not be affected by the closure.

If you have any questions, please contact your financial representative or our
Variable Annuity Service Center at (800) 457-7617. Our representatives are
available to assist you from 7:30 a.m. to 5 p.m. Central time.

Please read the prospectus supplement carefully and then file it with your
important papers. No other action is required of you.

                       Supplement Dated December 31, 2009
                   To the Prospectus for Your Variable Annuity
                                    Issued By
                         Allstate Life Insurance Company
                   Allstate Life Insurance Company of New York
                          Lincoln Benefit Life Company

This supplement amends the prospectus for your variable annuity contract issued
by Allstate Life Insurance Company, Allstate Life Insurance Company of New York,
or Lincoln Benefit Life Company.

The following provision is added to your prospectus:

WRITTEN REQUESTS AND FORMS IN GOOD ORDER. Written requests must include
sufficient information and/or documentation, and be sufficiently clear, to
enable us to complete your request without the need to exercise discretion on
our part to carry it out. You may contact our Customer Service Center to learn
what information we require for your particular request to be in "good order."
Additionally, we may require that you submit your request on our form. We
reserve the right to determine whether any particular request is in good order,
and to change or waive any good order requirements at any time.

If you have any questions, please contact your financial representative or call
our Customer Service Center at 1-800-457-7617. If you own a Putnam contract,
please call 1-800-390-1277.

For future reference, please keep this supplement together with your prospectus.

                          Lincoln Benefit Life Company
                        Supplement dated August 14, 2009
                 To the following Prospectuses, as supplemented:

               Consultant Solutions, Prospectus Dated May 1, 2009
                   Consultant I, Prospectus Dated May 1, 2009
                   LBL Advantage, Prospectus Dated May 1, 2004
                   Consultant II, Prospectus Dated May 1, 2004
                  Premier Planner, Prospectus Dated May 1, 2004

This prospectus supplement amends certain disclosure contained in the
prospectuses referenced above for your variable annuity contract issued by
Lincoln Benefit Life Company ("Lincoln Benefit").

The "Annual Reports and Other Documents" section is deleted and replaced with
the following:

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission ("SEC") recently adopted rule 12h-7 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule 12h-7
exempts an insurance company from filing reports under the Exchange Act when the
insurance company issues certain types of insurance products that are registered
under the Securities Act of 1933 and such products are regulated under state
law. Each of the variable annuities described in the prospectuses referenced
above fall within the exemption provided under rule 12h-7. Lincoln Benefit is
hereby providing notice that it is electing to rely on the exemption provided
under rule 12h-7 effective as of the date of this prospectus supplement or as
soon as possible thereafter, and will be suspending filing reports under the
Exchange Act.

The SEC allows us to "incorporate by reference" information that we file with
the SEC into this prospectus supplement which means that incorporated documents
are considered part of this prospectus supplement. We can disclose important
information to you by referring you to those documents. This prospectus
supplement incorporates by reference our Annual Report on Form 10-K for the year
ended December 31, 2008, filed with the SEC on March 18, 2009, and our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on
May 12, 2009.

Lincoln Benefit will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the information that has
been incorporated by reference into the prospectus but not delivered with the
prospectus. Such information will be provided upon written or oral request at no
cost to the requester by writing to Lincoln Benefit, P.O. Box 758565, Topeka, KS
66675-8565 or by calling 1-800- 457- 7617. The public may read and copy any
materials that Lincoln Benefit files with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy,
and information statements, and other information regarding issuers that file
electronically with the SEC (see http://www.sec.gov).

                          Lincoln Benefit Life Company

                                 LBL Advantage
                                 Consultant II
                                Premier Planner

                         Supplement, dated May 1, 2009

This supplement amends certain disclosure contained in the prospectus for
certain annuity contracts issued by Lincoln Benefit Life Company.

Under the "More Information" section, the subsection entitled "Legal Matters" is
deleted and replaced with the following:

LEGAL MATTERS

Certain matters of state law pertaining to the Contracts, including the validity
of the Contracts and Lincoln Benefit Life Company's right to issue such
Contracts under applicable state insurance law, have been passed upon by Susan
L. Lees, General Counsel of Lincoln Benefit Life Company.

The "Annual Reports and Other Documents" section is deleted and replaced with
the following:

ANNUAL REPORTS AND OTHER DOCUMENTS

Lincoln Benefit Life Company ("Lincoln Benefit") incorporates by reference into
the prospectus its latest annual report on Form 10-K filed pursuant to Section
13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year
covered by its latest annual report, including filings made on Form 10-Q and
Form 8-K. In addition, all documents subsequently filed by Lincoln Benefit
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act also are
incorporated into the prospectus by reference. Lincoln Benefit will provide to
each person, including any beneficial owner, to whom a prospectus is delivered,
a copy of any or all of the information that has been incorporated by reference
into the prospectus but not delivered with the prospectus. Such information will
be provided upon written or oral request at no cost to the requester by writing
to Lincoln Benefit, P.O. Box 758565, Topeka, KS 66675-8565 or by calling 1-800-
457-7617. Lincoln Benefit files periodic reports as required under the
Securities Exchange Act of 1934. The public may read and copy any materials that
Lincoln Benefit files with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy, and information
statements, and other information regarding issuers that file electronically
with the SEC (see http://www.sec.gov).

                          Lincoln Benefit Life Company
                  Lincoln Benefit Life Variable Annuity Account

                      Supplement, dated March 31, 2008, to
                  the LBL Advantage Variable Annuity Prospectus
             and the LBL Premier Planner Variable Annuity Prospectus

This supplement amends certain disclosure contained in the above-referenced
prospectus for certain variable annuity contracts issued by Lincoln Benefit Life
Company.

We have received notice that the Board of Trustees of the Rydex Variable Trust
has approved the following fund name change:

     Effective April 1, 2008, the name of the Rydex VT OTC Fund will be changed
     to the Rydex VT NASDAQ-100 (R) Fund.

Due to this name change, the corresponding Rydex VT OTC Sub-Account available
for your product will change its name to the Rydex VT NASDAQ-100 (R) Sub-Account
effective April 1, 2008.

The name change does not in any way affect the investment objective of the Fund,
which remains unchanged, or the manner in which the investment advisor manages
the fund.

Please keep this supplement for future reference together with your prospectus.

                          Lincoln Benefit Life Company
                  Lincoln Benefit Life Variable Annuity Account

                     Supplement, dated February 26, 2007 to

         The LBL Advantage Variable Annuity Prospectus dated May 1, 2004

        The Premier Planner Variable Annuity Prospectus dated May 1, 2004

This supplement amends certain disclosures contained in the above-referenced
prospectuses for certain variable annuity contracts issued by Lincoln Benefit
Life Company.

We have received notice that the Board of Trustees ("Board") of the Legg Mason
Variable Portfolios has approved the reorganization, on or about April 27, 2007
("Conversion Date"), of the Legg Mason Partners Variable All Cap Portfolio -
Class II into the Legg Mason Partners Variable Fundamental Value Portfolio -
Class I, which will be added as an investment choice to your contract as of
April 27, 2007.

To reflect the change in the underlying Portfolio, we will transfer any Contract
Value you have in the Legg Mason Partners Variable All Cap Portfolio - Class II
Sub-Account ("All Cap Sub-Account) into the Legg Mason Partners Variable
Fundamental Value Portfolio - Class I Sub-Account ("Fundamental Value
Sub-Account"). Contract owners will receive a confirmation of the transaction
reflecting this change.

Salomon Brothers Asset Management Inc. is the investment advisor for the Legg
Mason Partners Variable Fundamental Value Portfolio - Class I. The investment
objective for this Portfolio is: Long-term capital growth with current income as
a secondary consideration.

If you currently have allocations made to the All Cap Sub-Account through
automatic additions, automatic portfolio rebalancing, dollar cost averaging or
systematic withdrawal programs, any future allocations will be made to the
Fundamental Value Sub-Account as of the Conversion Date.

For additional information on how to transfer to another investment alternative,
or how to make a change to your current allocation(s), please contact your
financial representative or call our Customer Service Center at 1-800-865-5237.

       Please keep this supplement for future reference together with your
                                  prospectuses.

                          Lincoln Benefit Life Company
                  Lincoln Benefit Life Variable Annuity Account

                       Supplement, dated January 14, 2005,
                                       to
                  The LBL Advantage Variable Annuity Prospectus
                                dated May 1, 2004

This supplement amends certain disclosure contained in the above-referenced
prospectus for certain variable annuity contracts issued by Lincoln Benefit Life
Company.

We have received notice that the Board of Trustees ("Board") of PIMCO Advisors
VIT has approved the liquidation, on or about April 29, 2005 (the "Closing
Date"), of the PEA Science and Technology Portfolio (the "PEA Portfolio").

The Board based its decision, in part, upon the fact that the PEA Portfolio is
relatively small in asset size and has failed to garner significant exposure in
the variable contract market. In addition, the Board believes the outlook for
future growth of the PEA Portfolio is not encouraging.

Due to the liquidation of the PEA Portfolio, we will no longer accept new
premiums for investment in, nor will we permit transfers to, the PEA Science and
Technology Portfolio Sub-Account ("PEA Sub-Account") on or after April 29, 2005.

Because the PEA Sub-Account will no longer be offered as an investment
alternative as of the Closing Date, you may wish to transfer, prior to April 29,
2005, some or all of your interest in the PEA Sub-Account to the other
investment alternatives currently offered by your Contract. Any value remaining
in the PEA Sub-Account will be transferred automatically, as of the Closing
Date, to the PIMCO VIT Money Market Sub-Account, an investment alternative
already available under your Contract. These transfers are not subject to a
transfer fee.

If you currently have allocations made to the PEA Sub-Account through automatic
additions, automatic portfolio rebalancing, dollar cost averaging or systematic
withdrawal programs, your allocation in the PEA Sub-Account will also need to be
changed in these programs. If you do not change this allocation to other
investment alternatives currently available under your Policy, any allocation to
the PEA Sub-Account will be automatically allocated, as of the Closing Date, to
the PIMCO VIT Money Market Sub-Account.

If your interest in the PEA Sub-Account is transferred automatically on the
Closing Date to the PIMCO VIT Money Market Sub-Account, for 60 days following
the Closing Date, you may transfer your interest in the PIMCO VIT Money Market
Sub-Account to any other investment alternative(s) available under your
Contract. This transfer is not subject to a transfer fee.

We will send you a confirmation that shows the amount that we credited to the
PIMCO VIT Money Market Sub-Account or to the investment alternative that you
chose and the date of the transaction. For additional information on how to
transfer to another investment alternative, or how to make a change to your
current allocation(s), please contact your financial representative or call our
Customer Service Center at the number listed below.

Attached, as Appendix A, is a list of the Portfolios and Fixed Account
Investment Alternatives currently available under your Contract.

Please keep this supplement for future reference together with your
prospectuses.

Number for Customer Service Center: 1-800-865-5237

                                   Appendix A

The LBL Advantage Variable Annuity contract offers a variety of Investment
Alternatives that encompass investment choices ranging from aggressive to
conservative. Below is a listing of the Portfolios and Fixed Account Investment
Alternatives currently available. Also included is the investment objective for
each Portfolio.

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio, please refer to the relevant prospectus for the
Portfolio.

                                   PORTFOLIOS

AIM V.I. Basic Value Fund - Series I Seeks long-term growth of capital.

AIM V.I. Dent Demographics Trends Fund - Series I Seeks long-term growth of
capital.

Alger American Growth Portfolio - Class S Seeks long-term capital appreciation.

Fidelity VIP Equity-Income Portfolio - Service Class 2 Seeks reasonable income.

Fidelity VIP Growth Portfolio - Service Class 2 Seeks capital appreciation.

Fidelity VIP Investment Grade Bond Portfolio - Service Class 2 Seeks as high a
level of current income as is consistent with the preservation of capital.

Fidelity VIP Overseas Portfolio - Service Class 2 Seeks long-term growth of
capital.

Janus Aspen Series Capital Appreciation Portfolio: Institutional Shares Seeks
long-term growth of capital.

Janus Aspen Series Foreign Stock Portfolio: Service Shares Seeks long-term
growth of capital.

Janus Aspen Series Worldwide Growth Portfolio: Service Shares Seeks long-term
growth of capital in a manner consistent with the preservation of capital.

Lazard Emerging Markets Portfolio Seeks long-term capital appreciation

MFS New Discovery Series - Service Class Seeks capital appreciation.

MFS Utilities Series - Service Class Seeks capital growth and current income.

Oppenheimer Main Street Small Cap Fund/VA - Service Shares Seeks capital
appreciation.

Oppenheimer International Growth Fund/VA - Service Shares Seeks capital
appreciation.

PAVIT OpCap Balanced Portfolio Seeks growth of capital and investment income.

PAVIT OpCap Small Cap Portfolio Seeks capital appreciation.

PIMCO VIT Foreign Bond Portfolio (U.S. Dollar-Hedged) - Administrative Shares
Seeks to maximize total return, consistent with preservation of capital and
prudent investment management.

PIMCO VIT Money Market Portfolio - Administrative Shares Seeks to obtain maximum
current income consistent with preservation of capital and daily liquidity.

PIMCO VIT Real Return Portfolio - Administrative Shares Seeks maximum real
return, consistent with preservation of real capital and prudent investment
management.

PIMCO VIT Total Return Portfolio - Administrative Shares Seeks to maximize total
return, consistent with preservation of capital and prudent investment
management.

Putnam VT High Yield Fund - Class IB Seeks high current income. Capital growth
is a secondary goal when consistent with achieving high current income. The fund
seeks its goal by investing at least 80% in U.S. corporate rated below
investment grade (junk bonds) and that have intermediate to long-term maturities
(three years or longer.)

Putnam VT International Growth and Income Fund - Class IB Seeks capital growth.
Current income is a secondary objective.

Rydex VT OTC Fund Seeks investment results that correspond to a benchmark for
over-the-counter securities. The Portfolio's current benchmark is the NASDAQ 100
Index.

Rydex VT Sector Rotation Fund Seeks long-term capital appreciation.

Salomon Brothers Variable All Cap Fund - Class I Seeks capital appreciation.

Salomon Brothers Variable Investors Fund - Class I Seeks long-term growth of
capital with current income as a secondary objective.

Scudder VIT EAFE Equity Index Fund - Class B Seeks to replicate as closely as
possible before deduction of expenses, performance of the MSCI EAFE Index which
emphasizes stocks of companies in major markets in Europe, Australia, and the
Far East.

Scudder VIT Equity 500 Index Fund - Class B Seeks to replicate as closely as
possible before deduction of expenses, performance of the S&P 500 Index which
emphasizes stocks of large U.S. companies.

Scudder VIT Small Cap Index Fund - Class B Seeks to replicate as closely as
possible before deduction of expenses, the performance of the Russell 2000 Index
which emphasizes stocks of small U.S. companies.

Van Kampen UIF Equity Growth Portfolio, Class I Seeks long-term capital
appreciation by investing primarily in growth-oriented equity securities of
large capitalization companies.

Van Kampen UIF High Yield Portfolio, Class I Seeks above-average total return
over a market cycle of three to five years by investing primarily in high yield
securities (commonly referred to as "junk bonds").

Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I Seeks above-average total
return over a market cycle of three to five years by investing in common stocks
and other equity securities.

Van Kampen UIF U.S. Real Estate Portfolio, Class II Seeks to provide
above-average current income and long-term capital appreciation by investing
primarily in equity securities of companies in the U.S. real estate industry,
including real estate investment trusts.

Van Kampen LIT Aggressive Growth Portfolio, Class II Seeks capital growth.

Van Kampen LIT Growth and Income Portfolio, Class II Seeks long-term growth of
capital and income.

                              Fixed Account Options

Standard Fixed Account
Guaranteed Maturity Fixed Account

THE LBL ADVANTAGE VARIABLE ANNUITY

Prospectus dated May 1, 2004

Lincoln Benefit Life Company ("LINCOLN BENEFIT" "WE", OR "US") is offering the
LBL Advantage Variable Annuity, a group and individual flexible premium deferred
variable annuity contract ("CONTRACT"). This prospectus contains information
about the Contract that you should know before investing. Please keep it for
future reference.

The Contract currently offers 40 "INVESTMENT ALTERNATIVES" The investment
alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 37
variable subaccounts ("VARIABLE SUBACCOUNTS") of the Lincoln Benefit Life
Variable Annuity Account ("VARIABLE ACCOUNT"). Each Variable Subaccount invests
exclusively in shares of the portfolios ("PORTFOLIOS") of the following
underlying funds ("FUNDS"):

AIM VARIABLE INSURANCE FUNDS          PIMCO ADVISERS VIT
THE ALGER AMERICAN FUND               PIMCO VARIABLE INSURANCE TRUST
FIDELITY(R) VARIABLE INSURANCE        PUTNAM VARIABLE TRUST
 PRODUCTS                             THE RYDEX VARIABLE TRUST
JANUS ASPEN SERIES                    SALOMON BROTHERS VARIABLE SERIES FUNDS
LAZARD RETIREMENT SERIES, INC.         INC
MFS(R) VARIABLE INSURANCE TRUST(SM)   SCUDDER INVESTMENTS VIT FUNDS
OPPENHEIMER VARIABLE ACCOUNT FUNDS    THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
PANORAMA SERIES FUND, INC.            VAN KAMPEN LIFE INVESTMENT TRUST

Each Fund has multiple Portfolios. Not all of the Funds and/or Portfolios,
however, may be available with your Contract. You should check with your
representative for further information on the availability of Funds and/or
Portfolios. Your annuity application will list all available Portfolios.

Lincoln Benefit has filed a Statement of Additional Information, dated May 1,
2004, with the Securities and Exchange Commission ("SEC"). It contains more
information about the Contract and is incorporated herein by reference, which
means it is legally a part of this prospectus. Its table of contents appears on
page 58 of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.

EFFECTIVE MAY 1, 2004, THIS CONTRACT IS NO LONGER BEING OFFERED FOR SALE.

            THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
            DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT
            PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANYONE
IMPORTANT   WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME.

NOTICES     THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT HAVE
            RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY
            EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT DEPOSITS OR
            OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL
            REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT
            RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

            THE CONTRACTS ARE NOT FDIC INSURED.

                                  1 PROSPECTUS

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
OVERVIEW
      Important Terms                                                          3
      The Contract At A Glance                                                 4
      How the Contract Works                                                   5
      Expense Table                                                            6
      Financial Information                                                    9
   CONTRACT FEATURES
      The Contract                                                            10
      Purchases                                                               11
      Contract Value                                                          12
      Investment Alternatives
         The Variable Subaccounts                                             14
         The Fixed Account Options                                            15
         Transfers                                                            18
      Expenses                                                                20
      Access To Your Money                                                    22
      Contract Loans for 403(b) Contracts                                     23
      Income Payments                                                         24

                                                                            PAGE
                                                                            ----
      Death Benefits                                                          27
      Other Information
      More Information:                                                       31
         Lincoln Benefit Life Company                                         31
         The Variable Account                                                 31
         The Portfolios                                                       32
         The Contract                                                         32
         Non-Qualified Annuities Held Within A Qualified Plan                 33
         Legal Matters                                                        33
      Taxes                                                                   34
      Annual Reports and Other Documents                                      40
APPENDIX A - ACCUMULATION UNIT VALUES                                         41
APPENDIX B - MARKET VALUE ADJUSTMENT EXAMPLE                                  49
APPENDIX C - CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT            51
 STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS                        53

                                  2 PROSPECTUS

IMPORTANT TERMS

This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.

                                                                            PAGE
                                                                            ----
Accumulation Phase                                                             7
Accumulation Unit                                                             14
Accumulation Unit Value                                                       14
Anniversary Values                                                            33
Annuitant                                                                     12
Automatic Additions Program                                                   13
Automatic Portfolio Rebalancing Program                                       23
Beneficiary                                                                   12
Cancellation Period                                                           14
Contingent Beneficiary                                                        12
*Contract                                                                     12
Contract Anniversary                                                           6
Contract Owner ("You")                                                        12
Contract Value                                                                 6
Contract Year                                                                  4
Death Benefit Anniversary                                                     31
Dollar Cost Averaging Program                                                 23
Due Proof of Death                                                            31
Enhanced Earnings Death Benefit Rider                                         32
Enhanced Death Benefit Rider                                                  32
Fixed Account Options                                                         19
Free Withdrawal Amount                                                        24
Funds                                                                          1
Guarantee Periods                                                             20
Guaranteed Income Benefit                                                     29

                                                                            PAGE
                                                                            ----
Guaranteed Maturity Fixed Account                                             19
Income Base                                                                   30
Income Benefit Rider                                                          29
Income Plan                                                                   28
In-Force Premium                                                              33
Investment Alternatives                                                       16
Issue Date                                                                     7
Lincoln Benefit ("We" or "Us")                                                 1
Loan Account                                                                  27
Market Value Adjustment                                                       21
Payout Phase                                                                   7
Payout Start Date                                                             28
Portfolios                                                                    36
Primary Beneficiary                                                           12
Rider Date                                                                    32
SEC                                                                            1
Settlement Value                                                              31
Systematic Withdrawal Program                                                 26
Tax Qualified Contracts                                                       41
Valuation Date                                                                14
Variable Account                                                              35
Variable Subaccount                                                           16

*    In certain states the Contract is available only as a group Contract. If
     you purchase a group Contract, we will issue you a certificate that
     represents your ownership and that summarizes the provisions of the group
     Contract. References to "Contract" in this prospectus include certificates,
     unless the context requires otherwise.

                                  3 PROSPECTUS

THE CONTRACT AT A GLANCE

The following is a snapshot of the Contracts. Please read the remainder of this
prospectus for more information.

FLEXIBLE PAYMENTS                You can purchase a Contract with as little as
                                 $10,000. You can add to your Contract as often
                                 and as much as you like, but each payment must
                                 be at least $100 unless you enroll in an
                                 automatic payment plan, in which case each
                                 payment must be at least $50.
--------------------------------------------------------------------------------
RIGHT TO CANCEL                  You may cancel your Contract within 20 days of
                                 receipt or any longer period as your state may
                                 require ("CANCELLATION PERIOD"). Upon
                                 cancellation, we will return your purchase
                                 payments adjusted, to the extent federal or
                                 state law permits, to reflect the investment
                                 experience of any amounts allocated to the
                                 Variable Account. If your Contract is qualified
                                 under Section 408 of the Internal Revenue Code,
                                 we will refund the greater of any purchase
                                 payments or the Contract Value.
--------------------------------------------------------------------------------
EXPENSES                         You will bear the following expenses:

                                 .   Total Variable Account annual fees equal to
                                     1.35% of average daily net assets (1.60% if
                                     you select the ENHANCED DEATH BENEFIT
                                     RIDER, 1.55% if you elect the INCOME
                                     BENEFIT RIDER, and 1.80% if you select both
                                     the Enhanced Death Benefit and the Income
                                     Benefit Riders).

                                 .   If you select the ENHANCED EARNINGS DEATH
                                     BENEFIT RIDER, you would pay an additional
                                     annual fee of up to 0.35% of average daily
                                     net assets (depending on the oldest
                                     Contract owner's age on the date we issue
                                     the Rider). For more information about
                                     Variable Account expenses, see "EXPENSES"
                                     below.

                                 .   Withdrawal charges ranging from 0% to 8% of
                                     purchase payment withdrawn (with certain
                                     exceptions)

                                 .   Transfer fee of up to 0.50% of the transfer
                                     amount, but not less than $25, after 12th
                                     transfer in any CONTRACT YEAR (fee
                                     currently waived)

                                 .   State premium tax (if your state imposes
                                     one). In addition, each Portfolio pays
                                     expenses that you will bear indirectly if
                                     you invest in a Variable Subaccount.
--------------------------------------------------------------------------------
INVESTMENT                       The Contract offers 40 Investment Alternatives
ALTERNATIVES                     including:

                                 .   3 Fixed Account Options (which credit
                                     interest at rates we guarantee)

                                 .   37 Variable Subaccounts investing in
                                     Portfolios offering professional money
                                     management by these investment advisers:

                                     .   A I M Advisors, Inc.

                                     .   Deutsche Asset Management Inc.

                                     .   Fred Alger Management, Inc.

                                     .   Fidelity Management & Research Company

                                     .   Janus Capital Management LLC

                                     .   Lazard Asset Management LLC

                                     .   MFS(TM) Investment Management

                                     .   OpCap Advisors LLC

                                     .   OppenheimerFunds, Inc.

                                     .   Pacific Investment Management Company
                                         LLC

                                     .   Putnam Investment Management, LLC

                                     .   Rydex Investments

                                     .   Salomon Brothers Asset Management Inc

                                     .   Van Kampen*

                                     .   Van Kampen Asset Management

                                 To find out current rates being paid on the
                                 fixed account options or how the Variable
                                 Subaccounts have performed, call us at
                                 1-800-865-5237.

                                 *   Morgan Stanley Invesement Management Inc.,
                                     the adviser to the UIF Portfolios, does
                                     business in certain instances as Van
                                     Kampen.
--------------------------------------------------------------------------------
SPECIAL SERVICES                 For your convenience, we offer these special
                                 services:

                                 .   AUTOMATIC PORTFOLIO REBALANCING PROGRAM

                                 .   AUTOMATIC ADDITIONS PROGRAM

                                 .   DOLLAR COST AVERAGING PROGRAM

                                 .   SYSTEMATIC WITHDRAWAL PROGRAM
--------------------------------------------------------------------------------
INCOME PAYMENTS                  You can choose fixed income payments, variable
                                 income payments, or a combination of the two.
                                 You can receive your income payments in one of
                                 the following ways:

                                 .   life income with guaranteed payments

                                 .   a "joint and survivor" life income with
                                     guaranteed payments

                                 .   guaranteed payments for a specified period
                                     (5 to 30 years)

                                 We offer an optional Income Benefit Rider.
--------------------------------------------------------------------------------
DEATH BENEFITS                   If you or the ANNUITANT (if the Contract Owner
                                 is a non-living person) die before the PAYOUT
                                 START DATE, we will pay the death benefit
                                 described in the Contract. We offer an Enhanced
                                 Death Benefit Rider and Enhanced Earnings Death
                                 Benefit Rider. The Enhanced Earnings Death
                                 Benefit Rider is not available for purchase
                                 with any IRA at this time.
--------------------------------------------------------------------------------
TRANSFERS                        Before the Payout Start Date, you may transfer
                                 your Contract value ("CONTRACT VALUE") among
                                 the investment alternatives, with certain
                                 restrictions. We do not currently impose a fee
                                 upon transfers. However, we reserve the right
                                 to charge up to 0.50% of the transfer amount,
                                 but not less than $25 per transfer after the
                                 12th transfer in each "Contract Year", which we
                                 measure from the date we issue your Contract or
                                 a Contract anniversary ("CONTRACT
                                 ANNIVERSARY"), which is the anniversary of your
                                 Contract's Issue Date.
--------------------------------------------------------------------------------
WITHDRAWALS                      You may withdraw some or all of your Contract
                                 Value at any time prior to the Payout Start
                                 Date. In general, you must withdraw at least
                                 $50 at a time. Full or partial withdrawals are
                                 available under limited circumstances on or
                                 after the Payout Start Date. Withdrawals of
                                 earnings are taxed as ordinary income and, if
                                 taken prior to age 59 1/2, may be subject to an
                                 additional 10% federal tax penalty. A
                                 withdrawal charge and a MARKET VALUE ADJUSTMENT
                                 also may apply.

                                  4 PROSPECTUS

HOW THE CONTRACT WORKS

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the CONTRACT OWNER) save for
retirement because you can invest in up to 40 investment alternatives and
generally pay no federal income taxes on any earnings until you withdraw them.
The income on qualified plan and IRA investments is tax deferred and variable
annuities held by such plans do not receive any additional tax deferral. See
"TAX QUALIFIED CONTRACTS" on page 41. You do this during what we call the
"ACCUMULATION PHASE" of the Contract. The Accumulation Phase begins on the date
we issue your Contract (we call that date the "ISSUE DATE") and continues until
the Payout Start Date, which is the date we apply your money to provide income
payments. During the Accumulation Phase, you may allocate your purchase payments
to any combination of the Variable Subaccounts and/or Fixed Account Options. If
you invest in any of the three Fixed Account Options, you will earn a fixed rate
of interest that we declare periodically. If you invest in any of the Variable
Subaccounts, your investment return will vary up or down depending on the
performance of the corresponding Portfolios.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/ or for a pre-set number of years, by
selecting one of the income payment options (we call these "INCOME PLANS")
described on page 28. You receive income payments during what we call the
"PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Subaccounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Portfolios. The amount of money you accumulate
under your Contract during the Accumulation Phase and apply to an Income Plan
will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

Issue                                      Payout Start
Date            Accumulation Phase             Date             Payout Phase
--------------------------------------------------------------------------------------------------
You buy      You save for retirement   You elect to receive   You can receive    Or you can receive
a Contract                             income payments or     income payments    income payments
                                       receive a lump sum     for a set period   for life
                                       payment

As the Contract Owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract Owner or, if none, the
BENEFICIARY will exercise the rights and privileges provided by the Contract.
SEE"The Contract." In addition, if you die before the Payout Start Date, we will
pay a death benefit to any surviving Contract Owner, or if there is none, to
your Beneficiary. SEE "Death Benefits."

Please call us at 1-800-865-5237 if you have any questions about how the
Contract works.

                                  5 PROSPECTUS

EXPENSE TABLE

THE FOLLOWING TABLES LIST THE EXPENSES AND FEES THAT YOU WILL BEAR DIRECTLY OR
INDIRECTLY WHEN YOU BUY, OWN, OR SURRENDER A CONTRACT. THE FIRST TABLE DESCRIBES
THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT YOU BUY THE CONTRACT,
SURRENDER THE CONTRACT, OR TRANSFER CASH VALUE BETWEEN PORTFOLIOS. THE TABLES
AND THE EXAMPLES THAT FOLLOW DO NOT REFLECT PREMIUM TAXES THAT MAY BE IMPOSED BY
THE STATE WHERE YOU RESIDE. FOR MORE INFORMATION ABOUT VARIABLE ACCOUNT
EXPENSES, SEE "EXPENSES," BELOW. FOR MORE INFORMATION ABOUT PORTFOLIO EXPENSES,
PLEASE REFER TO THE ACCOMPANYING PROSPECTUSES FOR THE FUNDS.

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments)*

                     Number of Complete Years Since We Received the Purchase Payment Being Withdrawn:
--------------------------------------------------------------------------------------------------------
Contract:            0         1         2         3         4         5         6         7        8+
Applicable Charge:   8%        7%        7%        6%        6%        5%        4%        3%       0%

All Contracts:
--------------------------------------------------------------------------------------------------------
Transfer Fee                              up to 0.50% of the amount transferred**

*    Each Contract Year, you may withdraw the greater of earnings not previously
     withdrawn or 15% of your New Purchase Payments (as defined in "Withdrawal
     Charge" below) without incurring a withdrawal charge. You may withdraw any
     Purchase Payment made more than 8 years before the withdrawal, which have
     not been previously withdrawn, without paying the charge.

**   Applies solely to the thirteenth and subsequent transfers within a Contract
     Year, excluding transfers due to dollar cost averaging and automatic
     portfolio rebalancing. We are currently waiving the transfer fee.

THE TABLE BELOW DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING PORTFOLIO FEES AND
EXPENSES.

VARIABLE ACCOUNT ANNUAL EXPENSES

(AS A PERCENTAGE OF AVERAGE DAILY NET ASSET VALUE DEDUCTED FROM EACH VARIABLE
SUBACCOUNT)

                          Mortality and Expense Risk    Administrative   Total Variable Account
                                   Charge              Expense Charge*      Annual Expense
-----------------------------------------------------------------------------------------------
Without the Enhanced
Death Benefit or Income              1.25%                  0.10%                 1.35%
Benefit Riders
-----------------------------------------------------------------------------------------------
With the Enhanced Death              1.50%                  0.10%                 1.60%
Benefit Rider
-----------------------------------------------------------------------------------------------
With the Income Benefit              1.45%                  0.10%                 1.55%
Rider
-----------------------------------------------------------------------------------------------
With the Income Benefit
and Enhanced Death                   1.70%                  0.10%                 1.80%
Benefit Riders
-----------------------------------------------------------------------------------------------

If you elect the Enhanced Earnings Death Benefit Rider, your Total Variable
Account Annual Expenses will be increased, based on the oldest Contract Owner's
age on the date we issue the Rider, as follows:

 Age    Annual Charge
---------------------
0-55        0.15%
---------------------
56-65       0.25%
---------------------
66-75       0.35%
---------------------

THE TABLE BELOW SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED
BY THE PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE
CONTRACT. ADVISERS AND/OR OTHER SERVICE PROVIDERS OF CERTAIN PORTFOLIOS MAY HAVE
AGREED TO WAIVE THEIR FEES AND/OR REIMBURSE PORTFOLIO EXPENSES IN ORDER TO KEEP
THE PORTFOLIOS' EXPENSES BELOW SPECIFIED LIMITS. THE RANGE OF EXPENSES SHOWN IN
THIS TABLE DOES NOT SHOW THE EFFECT

                                  6 PROSPECTUS

OF ANY SUCH FEE WAIVER OR EXPENSE REIMBURSEMENT. MORE DETAIL CONCERNING EACH
PORTFOLIO'S FEES AND EXPENSES APPEARS IN THE PROSPECTUS FOR EACH PORTFOLIO.

                    TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES
----------------------------------------------------------------------------
                                                           Minimum   Maximum
----------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses/(1)/ (expenses
that are deducted from Portfolio assets, including any
management fees, distribution and/or
service (12b-1) fees, and other expenses)                   0.50%     4.31%
----------------------------------------------------------------------------

(1)  EXPENSES ARE SHOWN AS A PERCENTAGE OF PORTFOLIO AVERAGE DAILY NET ASSETS,
     BEFORE ANY WAIVER OR REIMBURSEMENT, AS OF DECEMBER 31, 2003.

EXAMPLES

EXAMPLE 1

This Example is intended to help you compare the cost of investing in the
Contracts with the cost of investing in other variable annuity contracts. These
costs include Contract owner transaction expenses, Contract fees, Variable
Account annual expenses, and Portfolio fees and expenses and assume no transfers
or exchanges were made. The Example shows the dollar amount of expenses that you
would bear directly or indirectly if you:

..    invested $10,000 in the Contract for the time periods indicated,

..    earned a 5% annual return on your investment, and

..    surrendered your Contract, or you began receiving income payments for a
     specified period of less than 120 months, at the end of each time period,
     and

..    elected the Income Benefit, Enhanced Death Benefit, and Enhanced Earnings
     Death Benefit Riders (assuming Contract Owner is age 66-75 on rider issue
     date and with total Variable Account expenses of 2.15%.)

THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO
PAY IF YOU SURRENDER YOUR CONTRACT.

The first line of the Example assumes that the maximum fees and expenses of any
of the Portfolios are charged. The second line of the Example assumes that the
minimum fees and expenses of any of the Portfolios are charged. Your actual
expenses may be higher or lower than those shown below.

                                                   1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------
Costs Based on Maximum Annual Portfolio Expenses   $1,257    $2,464    $3,629    $6,157
----------------------------------------------------------------------------------------
Costs Based on Minimum Annual Portfolio Expenses   $  867    $1,343    $1,846    $3,012
----------------------------------------------------------------------------------------

                                  7 PROSPECTUS

EXAMPLE 2

This Example uses the same assumptions as Example 1 above, except that it
assumes you decided not to surrender your Contract, or you began receiving
income payments for a specified period of at least 120 months, at the end of
each time period.

                                                   1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------
Costs Based on Maximum Annual Portfolio Expenses    $662     $1,954    $3,204    $6,157
----------------------------------------------------------------------------------------
Costs Based on Minimum Annual Portfolio Expenses    $272     $  833    $1,421    $3,012
----------------------------------------------------------------------------------------

EXPLANATION OF EXPENSE EXAMPLES

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%,
WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE
WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED.
EXAMPLES 1 AND 2 ASSUME THE ELECTION OF THE INCOME BENEFIT AND ENHANCED DEATH
BENEFIT RIDERS (TOTAL VARIABLE ACCOUNT EXPENSES OF 2.15%).IF THESE RIDERS WERE
NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER.

The Examples reflect the Free Withdrawal Amounts, if applicable.

                                   8 PROSPECTUS

FINANCIAL INFORMATION

To measure the value of your investment in the Variable Subaccounts during the
Accumulation Phase, we use a unit of measure we call the "ACCUMULATION UNIT".
Each Variable Subaccount has a separate value for its Accumulation Units which
we call "ACCUMULATION UNIT VALUE." Accumulation Unit Value is analogous to, but
not the same as, the share price of a mutual fund.

Because we deduct Rider charges directly from the Variable Subaccounts, we
calculate separate Accumulation Unit Values for the base Contract and for
Contracts issued with various combinations of optional Riders.

Accumulation Unit Values for the lowest and highest charges available are shown
in Appendix A to this prospectus. The Statement of Additional Information
contains the Accumulation Unit Values for all other available combinations of
charges. Please contact us to obtain a copy of the Statement of Additional
Information.

To obtain a fuller picture of each Variable Subaccount's finances, please refer
to the Variable Account's financial statements contained in the Statement of
Additional Information. The financial statements of Lincoln Benefit also appear
in the Statement of Additional Information.

                                   9 PROSPECTUS

THE CONTRACT

CONTRACT OWNER

The LBL Advantage Variable Annuity is a contract between you, the Contract
Owner, and Lincoln Benefit, a life insurance company. As the Contract Owner, you
may exercise all of the rights and privileges provided to you by the Contract.
That means it is up to you to select or change (to the extent permitted):

..    the investment alternatives during the Accumulation and Payout Phases,

..    the amount and timing of your purchase payments and withdrawals,

..    the programs you want to use to invest or withdraw money,

..    the income payment plan you want to use to receive retirement income,

..    the Annuitant (either yourself or someone else) on whose life the income
     payments will be based,

..    the Beneficiary or Beneficiaries who will receive the benefits that the
     Contract provides when the last surviving Contract Owner dies, and

..    any other rights that the Contract provides.

If you die, any surviving Contract Owner, or, if none, the Beneficiary, may
exercise the rights and privileges provided to them by the Contract.

The Contract cannot be jointly owned by both a non-living person and a living
person. If the Contract Owner is a grantor trust, the Contract Owner will be
considered a non-living person for purposes of this section and the Death
Benefits section. The maximum age of the oldest Contract Owner and Annuitant
cannot exceed 90 as of the date we receive the completed application.

You may change the Contract Owner at any time. We will provide a change of
ownership form to be signed by you and filed with us. After we accept the form,
the change of ownership will be effective as of the date you signed the form.
Until we receive your written notice to change the Contract Owner, we are
entitled to rely on the most recent ownership information in our files. We will
not be liable as to any payment or settlement made prior to receiving the
written notice. Accordingly, if you wish to change the Contract Owner, you
should deliver your written notice to us promptly. Each change is subject to any
payment made by us or any other action we take before we accept the change.
Changing ownership of this Contract may cause adverse tax consequences and may
not be allowed under qualified plans. Please consult with a competent tax
advisor prior to making a request for a change of Contract Owner. The Income
Benefit Rider terminates upon changes of the Annuitant. The Enhanced Earnings
Death Benefit Rider terminates upon changes of the Owner or, if the Owner is a
non-living person, the Annuitant.

The Contract can also be purchased as an IRA or TSA (also known as a 403(b)).
The endorsements required to qualify these annuities under the Code may limit or
modify your rights and privileges under the Contract. Qualified plans may limit
or modify your rights and privileges under the Contract. Variable Annuities held
by Qualified Plans do not receive any additional tax deferral.

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). You initially designate an Annuitant in your application. You
may change the Annuitant at any time prior to the Payout Start Date (only if the
Contract Owner is a living person). Once we accept a change, it takes effect as
of the date you signed the request. Each change is subject to any payment we
make or other action we take before we accept it.

If the Contract is a non-qualified Contract, you may designate a joint
Annuitant, who is a second person on whose life income payments depend. We
permit joint Annuitants only during the Payout Phase. If the sole surviving
Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

(i)  the youngest Contract Owner; otherwise,

(ii) the youngest Beneficiary.

BENEFICIARY

The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner subject to the Death of Owner provision if the
sole surviving Contract owner dies before the Payout Start Date. If the sole
surviving Contract Owner dies after the Payout Start Date, the PRIMARY
BENEFICIARY, or if none surviving, the CONTINGENT BENEFICIARY, will receive any
guaranteed income payments scheduled to continue.

You may name one or more primary Beneficiaries when you apply for a Contract.
The primary Beneficiary is the person who may elect to receive the death benefit
or become the new Contract Owner if the sole surviving Contract Owner dies
before the Payout Start Date. You may also name one or more Contingent
Beneficiaries who will receive any Death Benefit or Guaranteed Income Benefit if
no Beneficiary survives the sole surviving Contract Owner.

You may change or add Beneficiaries at any time, unless you have designated an
irrevocable Beneficiary. We will provide a change of Beneficiary form to be
signed by you and filed with us. After we accept the form, the change of
Beneficiary will be effective as of the date you signed the form. Until we
receive your written notice to change a Beneficiary, we are entitled to rely on
the most recent Beneficiary information in our files. We will not be liable

                                  10 PROSPECTUS

as to any payment or settlement made prior to receiving the written notice.
Accordingly, if you wish to change your Beneficiary, you should deliver your
written notice to us promptly. Each change is subject to any payment made by us
or any other action we take before we accept the change.

Unless you have provided directions to the contrary, the Beneficiaries will take
equal shares. If there is more than one Beneficiary in a class and one of the
Beneficiaries predeceases the Contract Owner or Annuitant, the remaining
Beneficiaries in that class will divide the deceased Beneficiary's share in
proportion to the original shares of the remaining Beneficiaries.

If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will
be treated as a separate and independent owner of his or her respective share.
Each Beneficiary will exercise all rights related to his or her share, including
the sole right to select a payout option, subject to any restrictions previously
placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies)
for his or her respective share, but that designated Beneficiary(ies) will be
restricted to the payout option chosen by the original Beneficiary.

If there is more than one Beneficiary and one of the Beneficiaries is a
corporation or other type of non-living person, all beneficiaires will be
considered to be non-living persons.

You may specify that the Death Benefit be paid under a specific Income Plan by
submitting a written request to our Service Center. If you so request, your
Beneficiary may not change to a different Income Plan or lump sum. Once we
accept the written requst, the change or restriction wll take effect as of the
date you signed the request. Any change is subject to any payment we make or
other action we take before we accept the changes.

Different rules may apply to Contracts issued in connection with Qualified
Plans.

If you did not name a Beneficiary or, unless otherwise provided in the
Beneficiary designation, if a named Beneficiary is no longer living and there
are no other surviving Beneficiaries or Contingent Beneficiaries, the new
Beneficiary will be:

..    your spouse or, if he or she is no longer alive,

..    your surviving children equally, or if you have no surviving children,

..    your estate.

If one or more Beneficiaries survive you (or survives the Annuitant, if the
Contract Owner is not a living person), we will divide the death benefit among
the surviving Beneficiaries according to your most recent written instructions.
If you have not given us written instructions, we will pay the death benefit in
equal amounts to the surviving Beneficiaries.

MODIFICATION OF THE CONTRACT

Only a Lincoln Benefit officer may approve a change in or waive any provision of
the Contract. Any change or waiver must be in writing. None of our agents has
the authority to change or waive the provisions of the Contract. We may not
change the terms of the Contract without your consent, except to conform the
Contract to applicable law or changes in the law. If a provision of the Contract
is inconsistent with state law, we will follow state law.

ASSIGNMENT

We will honor an assignment of an interest in a Contract as collateral or
security for a loan. No Beneficiary may assign benefits under the Contract until
they are payable to the Beneficiary. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of Qualified Plans and other types of retirement plans
and the terms of such plans may themselves contain restrictions on assignments.
An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT AN
ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT.

PURCHASES

MINIMUM PURCHASE PAYMENTS

Your initial purchase payment must be at least $10,000. All subsequent purchase
payments must be $100 or more unless part of an automatic additions program.
Each purchase payment made to the Dollar Cost Averaging Fixed Account must be at
least $1,200. If we receive purchase payments designated for the Dollar Cost
Averaging Fixed Account that are lower than the required minimum of $1,200, or
purchase payments designated for a Guarantee Period that are lower than $500,
such amounts will be allocated to the PIMCO Money Market Portfolio. You may make
purchase payments at any time prior to the Payout Start Date. We reserve the
right to limit the maximum amount of purchase payments we will accept. The most
we will accept without our prior approval is $1,000,000. We also reserve the
right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You may make subsequent purchase payments of $50 or more by automatically
transferring money from your bank account. Consult your representative for more
detailed information.

ALLOCATION OF PURCHASE PAYMENTS

At the time you apply for a Contract, you must decide how to allocate your
purchase payments among the investment alternatives. The allocation you specify
on

                                  11 PROSPECTUS

your application will be effective immediately. All allocations must be in whole
percents that total 100% or in whole dollars. You can change your allocations by
notifying us in writing.

We will allocate your purchase payments to the investment alternatives according
to your most recent instructions on file with us. Unless you notify us in
writing otherwise, we will allocate subsequent purchase payments according to
the allocation for the previous purchase payment. We will effect any change in
allocation instructions at the time we receive written notice of the change in
good order.

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our home office. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
home office.

We are open for business each day Monday through Friday that the New York Stock
Exchange is open for business, except for certain days immediately preceding or
following certain national holidays when the New York Stock Exchange is open for
business. Each day that the New York Stock Exchange is open for business is
referred to as a VALUATION DATE. We determine the number of Accumulation Units
for each Variable Subaccount to allocate to your contract by dividing that
portion of your Purchase Payment allocated to a Variable Subaccount by that
Variable Subaccount's Accumulation Unit Value on the Valuation Date when the
allocation occurs. Our business day closes when the New York Stock Exchange
closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your
purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit
your purchase payment using the Accumulation Unit Values computed on the next
Valuation Date.

RIGHT TO CANCEL

You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 20 day period after you receive the Contract, or a longer
period should your state require it. You may return it by delivering it or
mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract
terminates and we will pay you the full amount of your purchase payments
allocated to the Fixed Account. We also will return your purchase payments
allocated to the Variable Account adjusted, to the extent federal or state law
permits, to reflect investment gain or loss that occurred from the date of
allocation through the date of cancellation. Some states may require us to
return a greater amount to you. If your Contract is qualified under Section 408
of the Internal Revenue Code, we will refund the greater of any purchase
payments or the Contract Value.

In states where we are required to refund purchase payments, we reserve the
right during the Cancellation Period to invest any purchase payments you
allocated to a Variable Subaccount to the Money Market Variable Subaccount
available under the Contract. We will notify you if we do so. At the end of the
Cancellation Period, we will allocate the amount in the Money Market Variable
Subaccount to the Variable Subaccount as you originally designated.

CONTRACT VALUE

Your Contract Value at any time during the Accumulation Phase is equal to the
sum of the value of your Accumulation Units in the Variable Subaccounts you have
selected, plus the value of your investment in the Fixed Account Options.

ACCUMULATION UNITS

To determine the number of Accumulation Units of each Variable Subaccount to
credit to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Subaccount by (ii) the Accumulation
Unit Value of that Variable Subaccount next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Subaccount when the Accumulation Unit Value for the
Subaccount is $10, we would credit 1,000 Accumulation Units of that Variable
Subaccount to your Contract. Withdrawals and transfers from a Variable
Subaccount would, of course, reduce the number of Accumulation Units of that
Subaccount allocated to your Contract.

ACCUMULATION UNIT VALUE

As a general matter, the Accumulation Unit Value for each Variable Subaccount
will rise or fall to reflect:

..    changes in the share price of the Portfolio in which the Variable
     Subaccount invests, and

..    the deduction of amounts reflecting the mortality and expense risk charge
     administrative expense charge, and any provision for taxes that have
     accrued since we last calculated the Accumulation Unit Value.

We determine withdrawal charges, and transfer fees (currently waived) separately
for each Contract. They do not affect Accumulation Unit Value. Instead, we
obtain payment of those charges and fees by redeeming Accumulation Units. For
details on how we calculate

                                  12 PROSPECTUS

Accumulation Unit Value, please refer to the Statement of Additional
Information.

We determine a separate Accumulation Unit Value for each Variable Subaccount on
each Valuation Date. We also determine a separate set of Accumulation Unit
Values reflecting the cost of the Enhanced Death Benefit Rider, the Income
Benefit Rider, the Enhanced Death Benefit Rider with the Income Benefit Rider,
and the Enhanced Earnings Death Benefit Rider.

YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS THAT ACCOMPANY THIS
PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED,
SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE
CORRESPONDING VARIABLE SUBACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE.

                                  13 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUBACCOUNTS

You may allocate your purchase payments to up to 37 Variable Subaccounts. Each
Variable Subaccount invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio, please refer to the accompanying prospectuses for
the Funds. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Subaccounts.

PORTFOLIO                 PORTFOLIO OBJECTIVE              INVESTMENT ADVISOR
--------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS (8)
--------------------------------------------------------------------------------
AIM V.I. Basic Value      Long-term growth of capital      A I M ADVISORS, INC.
 Fund - Series I (1)
--------------------------------------------------------
AIM V.I. Dent             Long-term growth of capital
 Demographic Trends
 Fund - Series I
--------------------------------------------------------------------------------
THE ALGER AMERICAN FUND
--------------------------------------------------------------------------------
Alger American Growth     Long-term capital                FRED ALGER
 Portfolio - Class S       appreciation                     MANAGEMENT, INC.
--------------------------------------------------------------------------------
FIDELITY(R) VARIABLE INSURANCE PRODUCTS
--------------------------------------------------------------------------------
Fidelity VIP              Reasonable income                FIDELITY MANAGEMENT &
 Equity-Income                                              RESEARCH COMPANY
 Portfolio - Service
 Class 2
--------------------------------------------------------
Fidelity VIP Growth       Capital appreciation
 Portfolio - Service
 Class 2
--------------------------------------------------------
Fidelity VIP Investment   As high a level of current
 Grade Bond Portfolio -    income as is consistent
 Service Class 2           with the preservation of
                           capital
--------------------------------------------------------
Fidelity VIP Overseas     Long-term growth of capital.
 Portfolio - Service
 Class 2
--------------------------------------------------------------------------------
JANUS ASPEN SERIES
--------------------------------------------------------------------------------
Janus Aspen Series        Long-term growth of capital      JANUS CAPITAL
 Capital Appreciation                                       MANAGEMENT LLC
 Portfolio:
 Institutional Shares
 (2)
--------------------------------------------------------
Janus Aspen Series        Long-term growth of capital
 Foreign Stock
 Portfolio: Service
 Shares (3)
--------------------------------------------------------
Janus Aspen Series        Long-term growth of capital
 Worldwide Growth          in a manner consistent with
 Portfolio: Service        the preservation of
 Shares                    capital.
--------------------------------------------------------------------------------
LAZARD RETIREMENT SERIES, INC.
--------------------------------------------------------------------------------
Lazard Emerging Markets   Long-term capital                LAZARD ASSET
 Portfolio                 appreciation                     MANAGEMENT LLC
--------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST(SM)
--------------------------------------------------------------------------------
MFS New Discovery         Capital appreciation             MFS(TM) INVESTMENT
 Series - Service Class                                     MANAGEMENT
--------------------------------------------------------
MFS Utilities Series -    Capital growth and current
 Service Class             income
--------------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS
--------------------------------------------------------------------------------
Oppenheimer Main Street   Capital appreciation             OPPENHEIMERFUNDS,
 Small Cap Fund/VA -                                        INC.
 Service Shares
--------------------------------------------------------------------------------
PANORAMA SERIES FUND, INC.
--------------------------------------------------------------------------------
Oppenheimer               Capital appreciation             OPPENHEIMERFUNDS,
 International Growth                                       INC.
 Fund/VA - Service
 Shares
--------------------------------------------------------------------------------
PIMCO ADVISERS VIT
--------------------------------------------------------------------------------
PAVIT OpCap Balanced      Growth of capital and            OPCAP ADVISORS LLC
 Portfolio (1)             investment income
--------------------------------------------------------
PAVIT PEA Science and     Capital appreciation
 Technology Portfolio
--------------------------------------------------------
PAVIT OpCap Small Cap     Capital appreciation
 Portfolio
--------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
PIMCO Foreign Bond        To maximize total return,        PACIFIC INVESTMENT
 Portfolio (U.S.           consistent with                  MANAGEMENT COMPANY
 Dollar-Hedged) -          preservation of capital and      LLC
 Administrative Shares     prudent investment
                           management
--------------------------------------------------------
PIMCO Money Market        To obtain maximum current
 Portfolio -               income consistent with
 Administrative Shares     preservation of capital and
                           daily liquidity.
--------------------------------------------------------
PIMCO Real Return         Seeks maximum real return,
 Portfolio -               consistent with
 Administrative Shares     preservation of real
                           capital and prudent
                           investment management.
--------------------------------------------------------
PIMCO Total Return        To maximize total return,
 Portfolio -               consistent with
 Administrative Shares     preservation of capital and
                           prudent investment
                           management.
--------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST
--------------------------------------------------------------------------------
Putnam VT High Yield      High current income. Capital     PUTNAM INVESTMENT
 Fund - Class IB           growth is a secondary goal       MANAGEMENT, LLC
                           when consistent with
                           achieving high current
                           income. The fund seeks its
                           goal by investing at least
                           80% in U.S. corporate rated
                           below investment grade
                           (junk bonds) and that have
                           intermediate to long-term
                           maturities (three years or
                           longer.)
--------------------------------------------------------
Putnam VT International   Capital growth. Current
 Growth and Income Fund    income is a secondary
 - Class IB                objective.
--------------------------------------------------------------------------------
THE RYDEX VARIABLE TRUST
--------------------------------------------------------------------------------
Rydex VT OTC Fund         Investment results that          RYDEX INVESTMENTS
                           correspond to a benchmark
                           for over-the-counter
                           securities. The Portfolio's
                           current benchmark is the
                           NASDAQ 100 Index.
--------------------------------------------------------
Rydex VT Sector           Long-term capital
 Rotation Fund             appraciation.
--------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS INC
--------------------------------------------------------------------------------
Salomon Brothers          Capital appreciation             SALOMON BROTHERS
 Variable All Cap Fund                                      ASSET MANAGEMENT INC
 - Class I (formerly
 Capital Fund) Class I
--------------------------------------------------------
Salomon Brothers          Long-term growth of capital
 Variable Investors        with current income as a
 Fund - Class I (1)        secondary objective
--------------------------------------------------------------------------------
SCUDDER INVESTMENTS VIT FUNDS
--------------------------------------------------------------------------------
Scudder VIT EAFE Equity   To replicate as closely as       DEUTSCHE ASSET
 Index Fund - Class B      possible before deduction        MANAGEMENT, INC.
                           of expenses, performance of
                           the MSCI EAFE Index which
                           emphasizes stocks of companies
                           in major markets in Europe,
                           Australia, and the Far East.
--------------------------------------------------------
Scudder VIT Equity 500    To replicate as closely as
 Index Fund - Class B      possible before deduction of
                           expenses, performance of
                           the S&P 500 Index which
                           emphasizes stocks of large
                           U.S. companies.
--------------------------------------------------------
Scudder VIT Small Cap     To replicate as closely as
 Index Fund - Class B      possible before deduction
                           of expenses, the
                           performance of the Russell
                           2000 Index which emphasizes
                           stocks of small U.S.
                           companies.
--------------------------------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
--------------------------------------------------------------------------------
Van Kampen UIF            Seeks long-term capital          VAN KAMPEN (6)
 Equity Growth             appreciation by investing
 Portfolio, Class I (4)    primarily in
                           growth-oriented equity
                           securities of large
                           capitalization companies.
--------------------------------------------------------
Van Kampen UIF            Above-average total return
 High Yield Portfolio,     over a market cycle of
 Class I                   three to five years by
                           investing primarily in high
                           yield securities (commonly
                           referred to as "junk
                           bonds").
--------------------------------------------------------
Van Kampen UIF            Seeks above-average total
 U.S. Mid Cap Value        return over a market cycle
 Portfolio, Class I (5)    of three to five years by
                           investing in common stocks
                           and other equity
                           securities.
--------------------------------------------------------
Van Kampen UIF            Seeks to provide
 U.S. Real Estate          above-average current
 Portfolio, Class II       income and long-term
                           capital appreciation by
                           investing primarily in
                           equity securities of
                           com[panies in the U.S. real
                           estate industry, including
                           real estate investment
                           trusts.
--------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST
--------------------------------------------------------------------------------
Van Kampen LIT            Capital Growth                   VAN KAMPEN ASSET
 Aggressive Growth                                          MANAGEMENT
 Portfolio, Class II (7)
--------------------------------------------------------
Van Kampen LIT            Long-term growth of capital
 Growth & Income           and income
 Portfolio, Class II
--------------------------------------------------------------------------------

(1)  Effective 4/30/04, the LSA Balance Fund, LSA Basic Value Fund and LSA Value
     Equity Fund were merged into the PAVIT OpCap Balanced Portfolio, AIM V.I.
     Basic Value Fund - Series I and Salomon Brothers Variable Investors Fund -
     Class I, respectively.

(2)  Effective 4/30/04, the LSA Capital Appreciation Fund was merged into the
     Janus Aspen Series Capital Appreciation Portfolio - Institutional Shares.

(3)  Effective 5/1/04 the Janus Aspen Series International Portfolio - Service
     Shares changed its name to the Janus Aspen Foreign Stock Portfolio -
     Service Shares.

(4)  Effective 4/30/04, the LSA Blue Chip Fund, LSA Equity Growth Fund and LSA
     Capital Growth Fund were merged into the Van Kampen UIF Equity Growth
     Portfolio, Class I.

(5)  Effective 4/30/04, the LSA Diversified Mid-Cap Growth Fund and LSA MidCap
     Value Fund were merged into the Van Kampen UIF U.S. Mid Cap Value
     Portfolio, Class I.

(6)  Morgan Stanley Investment Management Inc., the investment adviser to the
     UIF Portfolios, does business in certain instances as Van Kampen.

(7)  Effective 4/30/04, the LSA Aggressive Growth Fund and LSA Emerging Growth
     Fund were merged into the Van Kampen LIT Aggressive Growth Portfolio,
     Class II.

(8)  A Fund's objective may be changed by the Fund's Board of Trustees without
     shareholder approval.

SOME OF THE PORTFOLIOS HAVE NAMES SIMILAR TO RETAIL MUTUAL FUNDS. HOWEVER, THE
PORTFOLIOS MAY BE MANAGED BY A DIFFERENT PORTFOLIO MANAGER. MOREOVER, THE
PORTFOLIOS ARE LIKELY TO DIFFER FROM RETAIL MUTUAL FUNDS IN ASSETS, CASH FLOW,
AND TAX MATTERS. ACCORDINGLY, A PORTFOLIO'S SECURITY HOLDINGS MAY DIFFER FROM
THOSE OF A SIMILARLY NAMED RETAIL MUTUAL FUND, AND INVESTMENT RESULTS OF A
PORTFOLIO CAN BE EXPECTED TO BE HIGHER OR LOWER THAN THE INVESTMENT RESULTS OF
SIMILARLY NAMED RETAIL MUTUAL FUNDS.

                                  14 PROSPECTUS

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS

You may allocate all or a portion of your purchase payments to the Fixed
Account. You may choose from among 3 Fixed Account Options, including 2 dollar
cost averaging options and the option to invest in one or more GUARANTEE PERIODS
included in the GUARANTEED MATURITY FIXED ACCOUNT. We may offer additional Fixed
Account options in the future. We will credit a minimum annual interest rate of
3% to money you allocate to any of the Dollar Cost Averaging Fixed Account
Options. The Fixed Account Options may not be available in all states. Please
consult with your representative for current information. The Fixed Account
supports our insurance and annuity obligations. The Fixed Account consists of
our general account assets other than those in segregated asset accounts. We
have sole discretion to invest the assets of the Fixed Account, subject to
applicable law. Any money you allocate to a Fixed Account Option does not
entitle you to share in the investment experience of the Fixed Account. Loan
Payments may not be allocated to the Fixed Account(s).

DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS

SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short
Term Dollar Cost Averaging Program by allocating purchase payments to THE SHORT
TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("SHORT TERM DCA FIXED ACCOUNT
OPTION"). Each purchase payment allocated to the Short Term DCA Fixed Account
Option must be at least $1,200. We will credit interest to purchase payments you
allocate to this Option for up to six months at the current rate in effect at
the time of allocation. We will credit interest daily at a rate that will
compound at the annual interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the Short
Term DCA Fixed Account Option. However, you may not choose less than 3 or more
than 6 equal monthly installments. Further, you must transfer each purchase
payment and all its earnings out of this Option by means of dollar cost
averaging within 6 months. If you discontinue the Dollar Cost Averaging Program
before the end of the transfer period, we will transfer the remaining balance in
this Option to the Money Market Variable Subaccount unless you request a
different investment alternative. At the end of the transfer period, any
residual amount will be transferred to the Money Market Variable Subaccount. No
transfers are permitted into the Short Term DCA Fixed Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur 25 days after such purchase payment. If we do not receive an
allocation from you within 25 days of the date of payment, we will transfer the
payment plus associated interest to the Money Market Variable Subaccount in
equal monthly installments.

EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may
establish an Extended Short Term Dollar Cost Averaging Program by allocating
purchase payments to THE EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT
OPTION ("EXTENDED SHORT TERM DCA FIXED ACCOUNT OPTION"). Each purchase payment
allocated to the Extended Short Term DCA Fixed Account Option must be at least
$1,200. We will credit interest to purchase payments you allocate to this Option
for up to twelve months at the current rate in effect at the time of allocation.
We will credit interest daily at a rate that will compound at the annual
interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the
Extended Short Term DCA Fixed Account Option. However, you may not choose less
than 7 or more than 12 equal monthly installments. Further, you must transfer
each purchase payment and all its earnings out of this Option by means of dollar
cost averaging within 12 months. If you discontinue the Dollar Cost Averaging
Program before the end of the transfer period, we will transfer the remaining
balance in this Option to the Money Market Variable Subaccount unless you
request a different investment alternative. At the end of the transfer period,
any residual amount will be transferred to the Money Market Variable Subaccount.
No transfers are permitted into the Extended Short Term DCA Fixed Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur 25 days after such purchase payment. If we do not receive an
allocation from you within 25 days of the date of payment, we will transfer the
payment plus associated interest to the Money Market Variable Subaccount in
equal monthly installments.

INVESTMENT RISK

We bear the investment risk for all amounts allocated to the Short Term DCA
Fixed Account Option and the Extended Short Term DCA Fixed Account Option. That
is because we guarantee the current rates we credit to the amounts you allocate
to either of these Options, which will never be less than the minimum guaranteed
rate in the Contract. We determine, in our sole discretion, the amount of
interest credited in excess of the guaranteed rate.

We may declare more than one interest rate for different monies based upon the
date of allocation to the Short Term DCA Fixed Account Option and the Extended
Short Term DCA Fixed Account Option. For current interest rate information,
please contact your representative or our customer support unit at
1-800-865-5237.

                                  15 PROSPECTUS

GUARANTEE PERIODS

Each payment or transfer allocated to a Guarantee Period earns interest at a
specified rate that we guarantee for a period of years. Guarantee Periods may
range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3,
5, 7, and 10 years in length. In the future we may offer Guarantee Periods of
different lengths or stop offering some Guarantee Periods.

You select the Guarantee Period for each payment or transfer. If you do not
select a Guarantee Period, we will assign the same period(s) you selected for
your most recent purchase payment(s).

Each payment or transfer allocated to a Guarantee Period must be at least $500.
We reserve the right to limit the number of additional purchase payments that
you may allocate to this Option.

INTEREST RATES. We will tell you what interest rates and Guarantee Periods we
are offering at a particular time. We will not change the interest rate that we
credit to a particular allocation until the end of the relevant Guarantee
Period. We may declare different interest rates for Guarantee Periods of the
same length that begin at different times.

We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. WE DETERMINE THE
INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR
GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate
information, please contact your representative or Lincoln Benefit at
1-800-865-5237.

HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated
to a Guarantee Period at a rate that compounds to the annual interest rate that
we declared at the beginning of the applicable Guarantee Period. The following
example illustrates how a purchase payment allocated to a Guaranteed Period
would grow, given an assumed Guarantee Period and annual interest rate:

Purchase Payment.........................   $10,000
Guarantee Period.........................   5 years
Annual Interest Rate.....................      4.50%

                                     END OF CONTRACT YEAR
                                 YEAR 1      YEAR 2      YEAR 3      YEAR 4      YEAR 5
                               ----------  ----------  ----------  ----------  ----------
Beginning Contract
 Value................         $10,000.00
 x (1 + Annual Interest Rate)       1.045
                               ----------
                               $10,450.00
Contract Value at end
 of Contract Year.....                     $10,450.00
 x (1 + Annual Interest Rate)                   1.045
                                           ----------
                                           $10,920.25
Contract Value at end
 of Contract Year.....                                 $10,920.25
 x (1 + Annual Interest Rate)                               1.045
                                                       ----------
                                                       $11,411.66
Contract Value at end
 of Contract Year.....                                             $11,411.66
 x (1 + Annual Interest Rate)                                           1.045
                                                                   ----------
                                                                   $11,925.19
Contract Value at end
 of Contract Year.....                                                         $11,925.19
 x (1 + Annual Interest Rate)                                                       1.045
                                                                               ----------
                                                                               $12,461.82

TOTAL INTEREST CREDITED DURING GUARANTEE PERIOD = $2,461.82 ($12,461.82 -
$10,000.00)

This example assumes no withdrawals during the entire 5-year Guarantee Period.
If you were to make a withdrawal, you may be required to pay a withdrawal
charge. In addition, the amount withdrawn may be increased or decreased by a
Market Value Adjustment that reflects changes in interest rates since the time
you invested the amount withdrawn. The hypothetical interest rate is for
illustrative purposes only and is not intended to predict future interest rates
to be declared under the Contract. Actual interest rates declared for any given
Guarantee Period may be more or less than shown above.

RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice
asking you what to do with your money, including the accrued interest. During
the 30-day period after the end of the Guarantee Period, you may:

                                  16 PROSPECTUS

1.   Take no action. We will automatically apply your money to a new Guarantee
     Period of the same length as the expiring Guarantee Period. The new
     Guarantee Period will begin on the day the previous Guarantee Period ends.
     The new interest rate will be our current declared rate for a Guarantee
     Period of that length; or

2.   Instruct us to apply your money to one or more new Guarantee Periods of
     your choice. The new Guarantee Period(s) will begin on the day the previous
     Guarantee Period ends. The new interest rate will be our then current
     declared rate for those Guarantee Periods; or

3.   Instruct us to transfer all or a portion of your money to one or more
     Variable Subaccounts of the Variable Account. We will effect the transfer
     on the day we receive your instructions. We will not adjust the amount
     transferred to include a Market Value Adjustment; or

4.   Withdraw all or a portion of your money. You may be required to pay a
     withdrawal charge, but we will not adjust the amount withdrawn to include a
     Market Value Adjustment. You may also be required to pay premium taxes and
     income tax withholding, if applicable. We will pay interest from the day
     the Guarantee Period expired until the date of withdrawal. The interest
     will be the rate for the shortest Guarantee Period then being offered.
     Amounts not withdrawn will be applied to a new Guarantee Period of the same
     length as the previous Guarantee Period. The new Guarantee Period will
     begin on the day the previous Guarantee Period ends.

MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period,
other than those taken during the 30-day period after such Guarantee Period
expires, are subject to a Market Value Adjustment. A Market Value Adjustment
also may apply upon payment of a death benefit and when you apply amounts
currently invested in a Guarantee Period to an Income Plan (unless paid or
applied during the 30-day period after such Guarantee Period expires). We also
will not apply a Market Value Adjustment to a withdrawal you make:

..    that qualifies for one of the waivers as described on pages 25,

..    to satisfy the IRS minimum distribution rules for the Contract, or

..    a single withdrawal made by a surviving spouse made within one year after
     continuing the Contract.

We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time you remove
it from that Guarantee Period. We calculate the Market Value Adjustment by
comparing the TREASURY RATE for a maturity equal to the Guarantee Period at its
inception to the Treasury Rate for a maturity equal to the Guarantee Period when
you remove your money. "Treasury Rate" means the U.S. Treasury Note Constant
Maturity Yield as reported in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates increase significantly, the Market Value
Adjustment and any withdrawal charge, premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal from a
Guaranteed Period to an amount that is less than the purchase payment applied to
that period plus interest earned under the Contract.

Generally, if the original Treasury Rate at the time you allocate money to a
Guarantee Period is higher than the applicable current Treasury Rate for a
period equal to the Guarantee Period, then the Market Value Adjustment will
result in a higher amount payable to you, transferred or applied to an Income
Plan. Conversely, if the Treasury Rate at the time you allocate money to a
Guarantee Period is lower than the applicable Treasury Rate for a period equal
to the Guarantee Period, then the Market Value Adjustment will result in a lower
amount payable to you, transferred or applied to an Income Plan.

For example, assume that you purchase a Contract and you select an initial
Guarantee Period of 5 years and the 5-year Treasury Rate for that duration is
4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at
that later time, the current 5-year Treasury Rate is 4.20%, then the Market
Value Adjustment will be positive, which will result in an increase in the
amount payable to you. Conversely, if the current 5-year Treasury Rate is 4.80%,
then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to you.

The formula for calculating Market Value Adjustments is set forth in Appendix B
to this prospectus, which also contains additional examples of the application
of the Market Value Adjustment.

                                  17 PROSPECTUS

INVESTMENT ALTERNATIVES: TRANSFERS

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. You may not transfer Contract Value to either the Short
Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost
Averaging Fixed Account Options. You may request transfers in writing on a form
that we provided or by telephone according to the procedure described below. The
minimum amount that you may transfer into a Guarantee Period is $500. We
currently do not assess, but reserve the right to assess, a charge of.50% of the
transfer amount but not less than $25, on each transfer in excess of 12 per
Contract Year. All transfers to or from more than one Portfolio on any given day
counts as one transfer.

As a general rule, we only make transfers on days when the NYSE is open for
business. If we receive your request on one of those days, we will make the
transfer that day. The Contract permits us to defer transfers from the Fixed
Account for up to six months from the date we receive your request. If we decide
to postpone transfers for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date we receive the
transfer request to the date we make the transfer.

If you transfer an amount from a Guarantee Period other than during the 30-day
period after such Guarantee Period expires, we will increase or decrease the
amount by a Market Value Adjustment.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE

During the Payout Phase, you may make transfers among the Variable Subaccounts
so as to change the relative weighting of the Variable Subaccounts on which your
variable income payments will be based. You may make up to 12 transfers per
Contract Year. You may not convert any portion of your fixed income payments
into variable income payments. After 6 months from the Payout Start Date, you
may make transfers from the Variable Subaccounts to increase the proportion of
your income payments consisting of fixed income payments.

TELEPHONE TRANSFERS

You may make transfers by telephone. To give a third party authorization, you
must first send us a completed authorization form. The cut off time for
telephone transfer requests is 3:00 p.m. Central Time. Calls completed before
3:00 p.m. will be effected on that day at that day's price. Calls completed
after 3:00 p.m. will be effected on the next day on which the NYSE is open for
business, at that day's price.

At any time, without notice, we may suspend, modify or terminate your privilege
to make transfers via the telephone, or via other electronic or automated means
previously approved by the Company, including, but not limited to, automated
telephone services, facsimile machine, e-mail and electronic services via online
access. Among other things, we reserve the right to limit the number of such
transfers among the Variable Subaccounts in any Contract year, or to refuse any
Variable Subaccount transfer request. We also reserve the right to restrict such
transfers in any manner reasonably designed to prevent transfers that we
consider disadvantageous to other Contract owners.

We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.

MARKET TIMING & EXCESSIVE TRADING. The Contracts are intended for long-term
investment. Market timing and excessive trading can potentially dilute the value
of Variable Subaccounts and can disrupt management of a Portfolio and raise its
expenses, which can impair Portfolio performance. Our policy is not to accept
knowingly any money intended for the purpose of market timing or excessive
trading. Accordingly, you should not invest in the Contract if your purpose is
to engage in market timing or excessive trading, and you should refrain from
such practices if you currently own a Contract.

We seek to detect market timing or excessive trading activity by reviewing
trading activities. Portfolios also may report suspected market-timing or
excessive trading activity to us. If we identify a pattern of market-timing or
excessive trading activity, we will make further inquiry and may, depending on
the circumstances, impose trading limitations as described below under "Trading
Limitations" consistent with applicable law and the Contract. Because there is
no universally accepted definition of what constitutes market timing or
excessive trading, we will use our reasonable judgment based on all of the
circumstances.

While we seek to deter market timing and excessive trading in Variable
Subaccounts, not all market timing or excessive trading is identifiable or
preventable. Therefore, we cannot guarantee that we can prevent such trading
activity in all cases or before it occurs.

TRADING LIMITATIONS. We reserve the right to limit transfers among the
investment alternatives in any Contract Year, or to refuse any transfer request,
if:

                                  18 PROSPECTUS

..    we believe. in our sole discretion, that certain trading practices, such as
     excessive trading or market timing ("Prohibited Trading Practices"), by, or
     on behalf of one or more Contract Owners, or a specific transfer request or
     group of transfer requests, may have a detrimental effect on the
     Accumulation Unit Values of any Variable Subaccount or on the share prices
     of the corresponding Portfolio or otherwise would be to the disadvantage of
     other Contract Owners; or

..    we are informed by one or more of the Portfolios that they intend to
     restrict the purchase, exchange, or redemption of Portfolio shares because
     of Prohibited Trading Practices or because they believe that a specific
     transfer or group of transfers would have a detrimental effect on the
     prices of Portfolio shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

DOLLAR COST AVERAGING PROGRAM

Through our Dollar Cost Averaging Program, you may automatically transfer a
fixed dollar amount every month from any Variable Subaccount, the Short Term
Dollar Cost Averaging Fixed Account, or the Extended Short Term Dollar Cost
Averaging Fixed Account, to any of the other Variable Subaccounts or the
Guarantee Periods. You may not use the Dollar Cost Averaging Program to transfer
amounts from the Guarantee Periods. This program is available only during the
Accumulation Phase.

We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee.

The theory of Dollar Cost Averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than the average of the unit prices on the same purchase dates. However,
participation in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market. You may not use Dollar Cost Averaging and Portfolio
Rebalancing at the same time. Call or write us for instructions on how to
enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM

Once you have allocated your money among the Variable Subaccounts, the
performance of each Subaccount may cause a shift in the percentage you allocated
to each Subaccount. If you select our Automatic Portfolio Rebalancing Program,
we will automatically rebalance the Contract Value in each Variable Subaccount
and return it to the desired percentage allocations. We will not include money
you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing
Program.

We will rebalance your account monthly, quarterly, semi-annually, or annually,
depending on your instructions. We will transfer amounts among the Variable
Subaccounts to achieve the percentage allocations you specify. You can change
your allocations at any time by contacting us in writing or by telephone. The
new allocation will be effective with the first rebalancing that occurs after we
receive your request. We are not responsible for rebalancing that occurs prior
to receipt of your request.

Example:

Assume that you want your initial purchase payment split among 2 Variable
Subaccounts. You want 40% to be in the Fidelity Growth Portfolio Variable
Subaccount and 60% to be in the OpCap Balanced portfolio Variable Subaccount.
Over the next 2 months the bond market does very well while the stock market
performs poorly. At the end of the first quarter, the Fidelity Growth Portfolio
Variable Subaccount now represents 50% of your holdings because of its increase
in value. If you choose to have your holdings rebalanced quarterly, on the first
day of the next quarter, we would sell some of your units in the Fidelity Growth
Portfolio Variable Subaccount and use the money to buy more units in the OpCap
Balanced portfolio Variable Subaccount so that the percentage allocations would
again be 40% and 60% respectively.

The Automatic Portfolio Rebalancing Program is available only during the
Accumulation Phase. The transfers made under the Program do not count towards
the 12 transfers you can make without paying a transfer fee, and are not subject
to a transfer fee. A one-time request to rebalance the amounts allocated to the
Subaccounts is not part of a Portfolio Rebalancing program and is subject to all
of the requirements that are applicable to transfers made during the
Accumulation Phase. We will automatically terminate this program if you request
any transfer outside the Automatic Portfolio Rebalancing Program. Portfolio
rebalancing is consistent with maintaining your allocation of investments among
market segments, although it is accomplished by reducing your Contract Value
allocated to the better performing segments. You may not use Dollar Cost
Averaging and Portfolio Rebalancing at the same time.

                                  19 PROSPECTUS

EXPENSES

As a Contract Owner, you will bear, directly or indirectly, the charges and
expenses described below.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.25%
of the average daily net assets you have invested in the Variable Subaccounts
(1.50% if you select the Enhanced Death Benefit Rider; 1.45% if you select the
Income Benefit Rider; and 1.70% if you select both the Enhanced Death Benefit
Rider and the Income Benefit Rider), and an additional charge ranging from 0.15%
to 0.35% for the Enhanced Earnings Death Benefit described below.

The mortality and expense risk charge is for the insurance benefits available
with your Contract (including our guarantee of annuity rates and the death
benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. If the charges under the Contract
are not sufficient, then we will bear the loss. We charge an additional amount
for the Enhanced Death Benefit Rider, the Income Benefit Rider and the Enhanced
Earnings Death Benefit Rider compensate us for the additional risk that we
accept by providing these Riders.

We guarantee that we will not raise the mortality and expense risk charge. We
assess the mortality and expense risk charge during both the Accumulation Phase
and the Payout Phase. After the Payout Start Date, mortality and expense risk
charges for the Enhanced Death Benefit, the Income Benefit, and the Enhanced
Earnings Death Benefit will cease.

ENHANCED EARNINGS DEATH BENEFIT RIDER CHARGE

If you elect the Enhanced Earnings Death Benefit Rider, we will increase the
Mortality and Expense charge during the Accumulation Phase by the annual rates
shown below based on the oldest Contract Owner's age on the Rider Date.

 AGE    ANNUAL CHARGE
-----   ------------
 0-55       0.15%
56-65       0.25%
66-75
            0.35%

ADMINISTRATIVE EXPENSE CHARGE

We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Subaccounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributed to that Contract. We
assess this charge each day during the Accumulation Phase and the Payout Phase.
We guarantee that we will not raise this charge.

TRANSFER FEE

We do not currently impose a fee upon transfers among the investment
alternatives. However, we reserve the right to charge up to 0.50% of the
transfer amount, but not less than $25, per transfer after the 12th transfer in
each Contract Year. We will not charge a transfer fee on transfers that are part
of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program.

WITHDRAWAL CHARGE

We may assess a withdrawal charge of up to 8% of the purchase payment(s) you
withdraw. The charge declines to 0% over an 8 year period that begins on the day
we receive your payment. A schedule showing how the charge declines is shown on
page 8. Beginning on January 1, 2004, if you make a withdrawal before the Payout
Start Date, we will apply the withdrawal charge percentage in effect on the date
of the withdrawal, or the withdrawal charge penalty in effect on the following
day, whichever is lower. Any Purchase Payments older than 8 years old, which
have not been previously withdrawn, may be withdrawn without paying the
withdrawal charge. During each Contract year, you can also withdraw the greater
of earnings not previously withdrawn or 15% of your New Purchase Payments
without paying the charge. New Purchase Payments are Purchase Payments received
by us less than 8 years prior to withdrawal. Unused portions of this "FREE
WITHDRAWAL AMOUNT" are not carried forward to future Contract Years. We will
deduct withdrawal charges, if applicable, from the amount paid.

For purposes of calculating the withdrawal charge, the Contract Value is deemed
to be withdrawn in the following order:

FIRST. Earnings - The amount of Contract Value in excess of all purchase
payments that have not previously been withdrawn;

SECOND. Old Purchase Payments - Purchase payments received by us more than eight
years prior to the date of withdrawal which have not been previously withdrawn;

THIRD. New Purchase Payments that are not subject to a withdrawal charge; and

FOURTH. New Purchase Payments that are subject to a withdrawal charge.

For federal income tax purposes, withdrawals are considered to have come first
from earnings, which means you pay taxes on the earnings portion of your
withdrawal. Free withdrawal amounts are not cumulative.

                                  20 PROSPECTUS

We do not apply a withdrawal charge in the following situations:

..    on the Payout Start Date (a withdrawal charge may apply if you terminate
     income payments to be received for a specified period);

..    withdrawals taken to satisfy IRS minimum distribution rules for the
     Contract; or

..    withdrawals that qualify for one of the waivers as described below.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, we may use any of
our corporate assets, including potential profit which may arise from the
mortality and expense risk charge or any other charges or fee described above,
to make up any difference.

Withdrawals also may be subject to tax penalties or income tax and a Market
Value Adjustment. Withdrawals of earnings are taxed as ordinary income and, if
taken prior to age 59 1/2, may be subject to an additional 10% federal tax
penalty. You should consult your own tax counsel or other tax advisers regarding
any withdrawals.

CONFINEMENT WAIVER.We will waive the withdrawal charge and any Market Value
Adjustment on all withdrawals taken prior to the Payout Start Date under your
Contract if the following conditions are satisfied:

1.   You or the Annuitant, if the Contract Owner is not a living person, are
     confined to a long term care facility or a hospital for at least 90
     consecutive days. You or the Annuitant must enter the long term care
     facility or hospital at least 30 days after the Issue Date;

2.   You request the withdrawal and provide written proof of the stay no later
     than 90 days following the end of your or the Annuitant's stay at the long
     term care facility or hospital; and

3.   A physician must have prescribed the stay and the stay must be medically
     necessary (as defined in the Contract).

You may not claim this benefit if you, the Annuitant, or a member of your or the
Annuitant's immediate family, is the physician prescribing your or the
Annuitant's stay in a long term care facility.

TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market
Value Adjustment on all withdrawals taken prior to the Payout Start Date under
your Contract if:

1.   you or the Annuitant (if the Contract Owner is not a living person) are
     first diagnosed with a terminal illness at least 30 days after the Issue
     Date; and

2.   you claim this benefit and deliver adequate proof of diagnosis to us.

UNEMPLOYMENT WAIVER. We will waive the withdrawal charge and any Market Value
Adjustment on one partial or a full withdrawal taken prior to the Payout Start
Date under your Contract, if you meet the following requirements:

1.   you or the Annuitant, if the Contract Owner is not a living person, become
     unemployed at least one year after the Issue Date;

2.   you or the Annuitant, if the Contract Owner is not a living person, receive
     unemployment compensation as defined in the Contract for at least 30 days
     as a result of that unemployment; and

3.   you or the Annuitant, if the Contract Owner is not a living person, claim
     this benefit within 180 days of your or the Annuitant's initial receipt of
     unemployment compensation.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.

The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waivers. You should
consult your Contract for further details on these variations. Also, even if you
do not need to pay our withdrawal charge or a Market Value Adjustment because of
these waivers, you still may be required to pay taxes or tax penalties on the
amount withdrawn. You should consult your tax adviser to determine the effect of
a withdrawal on your taxes.

PREMIUM TAXES

Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.
At our discretion, we may discontinue this practice and deduct premium taxes
from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, if applicable, we deduct the charge for premium taxes
from each investment alternative in the proportion that the Contract Owner's
value in the investment alternative bears to the total Contract Value.

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the Variable Account.
We will deduct for any taxes we incur as a result of the operation of the
Variable Account, whether or not we previously made a provision for taxes and
whether or not

                                  21 PROSPECTUS

it was sufficient. Our status under the Internal Revenue Code is briefly
described in the Statement of Additional Information.

OTHER EXPENSES

Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Subaccounts. These fees and expenses are described in the
accompanying prospectuses for the Funds. For a summary of current estimates of
those charges and expenses, see page 9. We may receive compensation from the
investment advisers or administrators of the Portfolios in connection with the
administrative services we provide to the Portfolios.

ACCESS TO YOUR MONEY

You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date.

The amount payable upon withdrawal is the Contract Value (or portion thereof)
next computed after we receive the request for a withdrawal at our home office,
adjusted by any Market Value Adjustment less any withdrawal charges, income tax
withholding, and any premium taxes. We will pay withdrawals from the Variable
Account within 7 days of receipt of the request, subject to postponement in
certain circumstances.

You can withdraw money from the Variable Account or the Fixed Account Options.
To complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
withdrawal charge and premium taxes.

You must name the investment alternative from which you are taking the
withdrawal. If none is specified, we will deduct your withdrawal pro-rata from
the Variable Subaccounts according to the value of your investments therein.

In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire investment in a Variable
Subaccount.

If you request a total withdrawal, we may require you to return your Contract to
us. Withdrawals of earnings are taxed as ordinary income and, if taken prior to
age 59 1/2, may be subject to an additional 10% federal tax penalty.

POSTPONEMENT OF PAYMENTS

We may postpone the payment of any amounts due from the Variable Account under
the Contract if:

1.   The New York Stock Exchange is closed for other than usual weekends or
     holidays, or trading on the Exchange is otherwise restricted;

2.   An emergency exists as defined by the SEC; or

3.   The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account Options
for up to 6 months (or shorter period if required by law). If we delay payment
for 30 days or more, we will pay interest as required by law.

SYSTEMATIC WITHDRAWAL PROGRAM

If your Contract is a non-qualified contract or IRA, you may choose to receive
systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual
basis at any time prior to the Payout Start Date. The minimum amount of each
systematic withdrawal is $50. Systematic withdrawals will be deducted from the
Variable Subaccounts and Fixed Account balances, excluding the Dollar Cost
Averaging Fixed Account Options, on a pro rata basis. At our discretion,
systematic withdrawals may not be offered in conjunction with the Dollar Cost
Averaging Program or Automatic Portfolio Rebalancing Program.

Depending on fluctuations in the value of the Variable Subaccounts and the value
of the Fixed Account Options, systematic withdrawals may reduce or even exhaust
the Contract Value. For income tax purposes, withdrawals are generally made from
earnings first. Withdrawals of earnings are taxed as ordinary income and, if
taken prior to age 59 1/2, may be subject to an additional 10% federal tax
penalty. Please consult your tax advisor before taking any withdrawal.

We will make systematic withdrawal payments to you or your designated payee. At
our discretion, we may modify or suspend the Systematic Withdrawal Program and
charge a processing fee for the service. If we modify or suspend the Systematic
Withdrawal Program, existing systematic withdrawal payments will not be
affected.

MINIMUM CONTRACT VALUE

If your request for a partial withdrawal would reduce your Contract Value to
less than $2,000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. Before terminating any Contract whose value has been reduced by
withdrawals to less than $2,000, we will inform you in writing of our intention
to terminate your Contract and give you at least 30 days in which to make an
additional Purchase Payment to restore your Contract Value to the contractual
minimum of $2,000. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges and applicable taxes.

                                  22 PROSPECTUS

CONTRACT LOANS FOR 403(B) CONTRACTS

Subject to the restrictions described below, we will make loans to the Contract
Owner of a Contract used in connection with a Tax Sheltered Annuity Plan ("TSA
Plan") under Section 403(b) of the Internal Revenue Code. Such loans are not
available in Vermont. Loans are not available under non-qualified Contracts. We
will only make loans after the right to cancel period and before the Payout
Start Date. All loans are subject to the terms of the Contract, the relevant
qualified plan, and the Internal Revenue Code, which impose restrictions on
loans.

We will not make a loan to you if the total of the requested loan and your
unpaid outstanding loans will be greater than the amount available for full
withdrawal under your Contract on the date of the loan. In addition, you may not
borrow a loan if the total of the requested loan and all of your loans under TSA
plans is more than the lesser of (a) or (b) where:

(a)  equals $50,000 minus the excess of the highest outstanding loan balance
     during the prior 12 months over the current outstanding loan balance; and

(b)  equals the greater of $10,000 or half of the amount available for full
     withdrawal.

The minimum loan amount is $1,000.

To request a Contract loan, write to us at the address given on the first page
of the prospectus. You alone are responsible for ensuring that your loan and
repayments comply with tax requirements. Loans made before the Payout Start Date
are generally treated as distributions under the Contract, and may be subject to
withholding and tax penalties for early distributions. Some of these
requirements are stated in Section 72 of the Internal Revenue Code. Please seek
advice from your plan administrator or tax advisor.

When we make a loan, we will transfer an amount equal to the loan amount from
the Variable Account and/or the Fixed Account Options to the LOAN ACCOUNT as
collateral for the loan. The Loan Account is an account established for amounts
transferred from the Variable Subaccounts or Fixed Account as security for an
outstanding Contract loan. We will transfer to the Loan Account amounts from the
Variable Account in proportion to the assets in each Subaccount. If your loan
amount is greater than your Contract Value in the Subaccounts, we will transfer
the remaining required collateral from the Guaranteed Maturity Fixed Account
Options. If your loan amount is greater than your contract value in the
Subaccounts and the Guaranteed Maturity Fixed Account Options, we will transfer
the remaining required collateral from the Dollar Cost Averaging Fixed Account
Options.

We will not charge a Withdrawal Charge on the loan or on the transfer from the
Subaccounts or the Fixed Account. We may, however, apply a Market Value
Adjustment to a transfer from the Fixed Account to the Loan Account. If we do,
we will increase or decrease the amount remaining in the Fixed Account by the
amount of the Market Value Adjustment, so that the net amount transferred to the
Loan Account will equal the desired loan amount. We will charge a Withdrawal
Charge and apply a Market Value Adjustment, if applicable, on a distribution to
repay the loan in full, in the event of loan default.

We will credit interest to the amounts in the Loan Account. The annual interest
rate credited to the Loan Account will be the greater of: (a) 3%; or (b) the
loan interest rate minus 2.25%. The value of the amounts in the Loan Account are
not affected by the changes in the value of the Subaccounts.

When you take out a loan, we will set the loan interest rate. That rate will
apply to your loan until it is repaid. From time to time, we may change the loan
interest rate applicable to new loans. We also reserve the right to change the
terms of new loans.

We will subtract the outstanding Contract loan balance, including accrued but
unpaid interest, from:

(1)  the Death Proceeds;

(2)  full withdrawal proceeds;

(3)  the amount available for partial withdrawal;

(4)  the amount applied on the Payout Start Date to provide income payments.

Usually you must repay a Contract loan within five years of the date the loan is
made. Scheduled payments must be level, amortized over the repayment period, and
made at least quarterly. We may permit a repayment period of 15 or 30 years if
the loan proceeds are used to acquire your principal residence. We may also
permit other repayment periods.

You must mark your loan repayments as such. We will assume that any payment
received from you is a Purchase Payment, unless you tell us otherwise.
Generally, loan payments are allocated to the Subaccount(s) in the proportion
that you have selected for your most recent Purchase Payment. Allocations of
loan payments are not permitted to the Fixed Accounts (Guaranteed Maturity Fixed
Account and Dollar Cost Averaging Fixed Account Option). If your Purchase
Payment allocation includes any of the Fixed Accounts, the percentages allocated
to the Fixed Accounts will be allocated instead to the PIMCO Money Market
Subaccount.

If you do not make a loan payment when due, we will continue to charge interest
on your loan. We also will declare the entire loan in default. We will subtract
the defaulted loan balance plus accrued interest from any future distribution
under the Contract and keep it in

                                  23 PROSPECTUS

payment of your loan. Any defaulted amount plus interest will be treated as a
distribution for tax purposes (as permitted by law). As a result, you may be
required to pay taxes on the defaulted amount, incur the early withdrawal tax
penalty. Until we are permitted by law to extinguish a defaulted loan, we will
continue to charge interest and add unpaid interest to your outstanding loan
balance.

If the total loan balance exceeds the amount available for full withdrawal, we
will mail written notice to your last known address. The notice will state the
amount needed to maintain the Contract in force. If we do not receive payment of
this amount within 31 days after we mail this notice, we will terminate your
Contract.

We may defer making any loan for 6 months after you ask us for a loan, unless
the loan is to pay a premium to us.

INCOME PAYMENTS

PAYOUT START DATE

You select the Payout Start Date in your application. The Payout Start Date is
the day that we apply your money to an Income Plan. The Payout Start Date must
be:

..    at least 30 days after the Issue Date; and

..    no later than the day the Annuitant reaches age 90, or the 10th Contract
     Anniversary, if later.

You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.

INCOME PLANS

An Income Plan is a series of scheduled payments to you or someone you
designate. You may choose and change your choice of Income Plan until 30 days
before the Payout Start Date. If you do not select an Income Plan, we will make
income payments in accordance with Income Plan 1 with guaranteed payments for 10
years.

Three Income Plans are available under the Contract. Each is available to
provide:

..    fixed income payments;

..    variable income payments; or

..    a combination of the two.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis." Once the investment in the Contract is depleted, all
remaining payments will be fully taxable. If the Contract is tax-qualified,
generally, all payments will be fully taxable. Taxable payments taken prior to
age 59 1/2 may be subject to an additional 10% federal tax penalty.

The three Income Plans are:

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make
periodic income payments for at least as long as the Annuitant lives. If the
Annuitant dies before we have made all of the guaranteed income payments, we
will continue to pay the remainder of the guaranteed income payments as required
by the Contract.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under
this plan, we make periodic income payments for at least as long as either the
Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint
Annuitant die before we have made all of the guaranteed income payments, we will
continue to pay the remainder of the guaranteed income payments as required by
the Contract.

INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30
YEARS). Under this plan, we make periodic income payments for the period you
have chosen. These payments do not depend on the Annuitant's life. You may elect
to receive guaranteed payments for periods ranging from 5 to 30 years. Income
payments for less than 120 months may be subject to a withdrawal charge. We will
deduct the mortality and expense risk charge from the Variable Subaccount assets
that support variable income payments even though we may not bear any mortality
risk.

The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amounts of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments.

If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant are alive
before we make each payment. Please note that under such Income Plans, if you
elect to take no minimum guaranteed payments, it is possible that the payee
could receive only 1 income payment if the Annuitant and any joint Annuitant
both die before the second income payment, or only 2 income payments if they die
before the third income payment, and so on.

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving income payments that do not
depend on the life of the Annuitant (such as under Income Plan 3).

                                  24 PROSPECTUS

In that case you may terminate all or part of the income payments at any time
and withdraw their value, subject to withdrawal charges. For Variable Amount
Income Payments, the value you may withdraw is equal to the present value of the
Variable Amount Income Payments being terminated, calculated using a discount
rate equal to the assumed investment rate that was used in determining the
initial variable payment. For Fixed Amount Income Payments, the value you may
withdraw is equal to the present value of the Fixed Amount Income Payments being
terminated, calculated using a discount rate equal to the applicable current
interest rate. The applicable current interest rate is the rate we are using on
the date we receive your withdrawal request to determine income payments for a
new Income Plan with a payment period equal to the remaining payment period of
the income payments being terminated. The value you may withdraw may be higher
or lower than it would have been using the interest rate that was initially used
to calculate your Fixed Account Income Payments and your total payments
(withdrawal amount plus income payments already received) may be more or less
than the amount applied to your Income Plan. We deduct applicable premium taxes
from the Contract Value at the Payout Start Date.

We may make other Income Plans available.

You must apply at least the Contract Value in the Fixed Account on the Payout
Start Date to fixed income payments. If you wish to apply any portion of your
Fixed Account balance to provide variable income payments, you should plan ahead
and transfer that amount to the Variable Subaccounts prior to the Payout Start
Date. If you do not tell us how to allocate your Contract Value among fixed and
variable income payments, we will apply your Contract Value in the Variable
Account to variable income payments and your Contract Value in the Fixed Account
to fixed income payments.

We will apply your Contract Value, adjusted by any applicable Market Value
Adjustment, less applicable taxes to your Income Plan on the Payout Start Date.
If the amount available to apply under an Income Plan is less than $2,000, or
not enough to provide an initial payment of at least $50, and state law permits,
we may:

..    pay you the Contract Value, adjusted by any applicable Market Value
     Adjustment and less any applicable taxes, in a lump sum instead of the
     periodic payments you have chosen; or

..    reduce the frequency of your payments so that each payment will be at least
     $50.

VARIABLE INCOME PAYMENTS

The amount of your variable income payments depends upon the investment results
of the Variable Subaccounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a) actual mortality experience and (b) the
amount of our administration expenses.

We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the
underlying Portfolios; and (b) the Annuitant could live longer or shorter than
we expect based on the tables we use.

In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. If the actual net
investment return of the Variable Subaccounts you choose is less than this
assumed investment rate, then the dollar amount of your variable income payments
will decrease. The dollar amount of your variable income payments will increase,
however, if the actual net investment return exceeds the assumed investment
rate. The dollar amount of the variable income payments stays level if the net
investment return equals the assumed investment rate. Please refer to the
Statement of Additional Information for more detailed information as to how we
determine variable income payments.

FIXED INCOME PAYMENTS

We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. We calculate the fixed income payments by:

1.   adjusting the portion of the Contract Value in any Fixed Account Option on
     the Payout Start Date by any applicable Market Value Adjustment;

2.   deducting any applicable premium tax; and

3.   applying the resulting amount to the greater of (a) the appropriate value
     from the income payment table in your Contract or (b) such other value as
     we are offering at that time.

We may defer making fixed income payments for a period of up to 6 months or any
shorter time state law may require. If we defer payments for 30 days or more, we
will pay interest as required by law from the date we receive the withdrawal
request to the date we make payment.

INCOME BENEFIT RIDER

The Income Benefit Rider is no longer available. For Contract Owners and
Annuitants up to and including age 75. This Rider guarantees that the amount of
income payments you receive will not be less than those determined by applying
the Income Base, less any applicable taxes, to the minimum guaranteed rate
(rather than to any current rates we may be offering) for the Income Plan you
select ("Guaranteed Income Benefit"). This Rider does not affect the amounts
paid as a death benefit, partial withdrawal or surrender. The Rider is optional,
has additional charges and may not be available in all states.

                                  25 PROSPECTUS

QUALIFICATIONS. To qualify for the income benefit payments under this Rider, you
must meet the following requirements as of the Payout Start Date:

..    You must elect a Payout Start Date that is on or after the 10th anniversary
     of the Rider Date;

..    The Payout Start Date must be prior to the oldest Annuitant's 90th
     birthday;

..    The Payout Start Date must occur during the 30 day period following a
     Contract Anniversary;

..    You must elect to receive fixed income payments, which will be calculated
     using the guaranteed payout rates listed in your Contract; and

..    The Income Plan you selected must provide for payments guaranteed for
     either a single life or joint lives with a specified period of at least:

..    10 years, if the youngest Annuitant's age is 80 or less on the Payout Start
     Date, or

..    5 years, if the youngest Annuitant's age is greater than 80 on the Payout
     Start Date.

..    Of course, if your Contract Value, applied to the then current payout rates
     offered by Lincoln Benefit, generates higher income payments than those
     provided under the Income Benefit Rider, you will receive the higher
     payment amount. You may also elect to apply your Contract Value to any
     other income plan that we offer at that time.

The Income Benefit Rider will no longer be in effect and the mortality and
expense charge for the Rider will end upon the change of the named Annuitant for
reasons other than death. We may discontinue offering these options at any time.

INCOME BASE

The Income Base is used solely for the purpose of calculating the GUARANTEED
INCOME BENEFIT under this Rider ("Guaranteed Income Benefit") and does not
provide a Contract Value or guarantee performance of any investment option.

On the date we issue the Rider ("Rider Date"), the Income Base is equal to the
Contract Value. After the Rider Date, the Income Base plus any subsequent
purchase payments and less a withdrawal adjustment (described below) for any
subsequent withdrawal will accumulate daily at a rate equivalent to 5% per year
until the earlier of the Payout Start Date, or the first day of the month after
the oldest Contract Owner's (or Annuitant's, if the Contract Owner is not a
living person) 85th birthday. The maximum Income Base is 200% of:

..    the Contract Value on the Rider Date; plus

..    any subsequent purchase payments; less

..    any subsequent withdrawal adjustments.

WITHDRAWAL ADJUSTMENT

The withdrawal adjustment is equal to (a) divided by (b), with the result
multiplied by (c) where:

(a) = the withdrawal amount

(b) = the Contract Value immediately prior to the withdrawal, and

(c) = the most recently calculated Income Base

The Guaranteed Income Benefit amount is determined by applying the Income Base
less any applicable taxes to the guaranteed rates for the Income Plan you elect.
The Income Plan you elect must satisfy the conditions described above.

On the Payout Start Date, the income payment will be the greater of the
guaranteed Income Benefit or the Income Payment provided in the Payout Phase
section.

CERTAIN EMPLOYEE BENEFIT PLANS

The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
applicable law. In certain employment-related situations, employers are required
by law to use the same income payment tables for men and women. Accordingly, if
the Contract is to be used in connection with an employment-related retirement
or benefit plan and we do not offer unisex annuity tables in your state, you
should consult with legal counsel as to whether the purchase of a Contract is
appropriate.

                                  26 PROSPECTUS

DEATH BENEFITS

WE WILL PAY A DEATH BENEFIT PRIOR TO THE PAYOUT START DATE ON:

1.   the death of any Contract Owner or,

2.   the death of the Annuitant, if the Contract Owner is not a living person.

We will pay the death benefit to the new Contract Owner as determined
immediately after the death. The new Contract Owner would be a surviving
Contract Owner or, if none, the Beneficiaries. If the Contract Owner is not a
living person, in the case of the death of the Annuitant, we will pay the death
benefit to the current Contract Owner.

A claim for a distribution on death must include DUE PROOF OF DEATH. Where there
are multiple Beneficiaries, we will value the Death Benefit at the time the
first Beneficiary submits a complete claim for payment of the Death Benefit. We
will accept the following documentation as "Due Proof of Death":

..    a certified copy of a death certificate,

..    a certified copy of a decree of a court of competent jurisdiction as to the
     finding of death, or

..    any other proof acceptable to us.

Your beneficiary should submit a complete claim for payment of the Death Benefit
within 180 days of the relevant death in order to claim the standard or enhanced
Death Benefit. If your beneficiary does not submit a complete claim for payment
of the Death Benefit within 180 days of the relevant death, the beneficiary will
be paid the Contract Value which may be adjusted as described in "Death Benefit
Payments" on page 34. You may specify that the death benefit be paid under a
specific Income Plan by submitting a written request to our Service Center. If
you so request, your Beneficiary may not change to a different Income Plan or
lump sum. Once we accept the written request, the change or restriction will
take effect as of the date you signed the request.

DEATH BENEFIT AMOUNT

Prior to the Payout Start Date, if we receive a complete request for payment of
the Death Benefit within 180 days of the date of death, the standard Death
Benefit is equal to the greatest of:

..    the sum of all Purchase Payments reduced by withdrawal adjustments. The
     withdrawal adjustment for Purchase Payments is equal to (a) divided by (b),
     with the result multiplied by (c) where:

(a)  is the withdrawal amount;

(b)  is the Contract Value immediately prior to the withdrawal; and

(c)  is the sum of all prior purchase payments adjusted by any prior
     withdrawals; or

..    the Contract Value on the date we determine the Death Benefit, or

..    the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of
     Contract Value, i.e., the Contract Value adjusted by any market value
     adjustment, less any applicable withdrawal charge or premium tax) on the
     date we determine the Death Benefit, or

..    the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we
     determine the Death Benefit, increased by any purchase payment made since
     that Death Benefit Anniversary and reduced by an adjustment for any
     withdrawals since that Death Benefit Anniversary.

In other words, for each Death Benefit Anniversary that occurs prior to the date
we determine the Death Benefit, we will calculate an amount equal to the
Contract Value on that Death Benefit Anniversary, plus any purchase payments
made since that Death Benefit Anniversary, and minus an adjustment for any
withdrawals made since that Death Benefit Anniversary. (The calculation of the
withdrawal adjustment is described on page 33.) If there are multiple Death
Benefit Anniversaries, we will make multiple calculations. The highest result
will be compared to the other three values listed above in order to determine
the Death Benefit.

"Death Benefit Anniversaries" occur every 7th Contract anniversary until the
oldest Contract Owner's 80th birthday, or the Annuitant's 80th birthday if the
Contract Owner is not a living person. The Contract Anniversary immediately
following the oldest Contract Owner's 80th birthday, or the Annuitant's 80th
birthday if the Contract Owner is not a living person, will also be a Death
Benefit Anniversary and is the final Death Benefit Anniversary.

The Death Benefit Anniversary withdrawal adjustment is equal to (a) divided by
(b), with the result multiplied by (c), where:

(a)  is the withdrawal amount;

(b)  is the Contract Value immediately prior to the withdrawal; and

(c)  is the Contract Value on the Death Benefit Anniversary adjusted by any
     prior purchase payments or withdrawals made since that Anniversary.

We will determine the value of the Death Benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 3:00 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date.

                                  27 PROSPECTUS

ENHANCED DEATH BENEFIT RIDER

The Enhanced Death Benefit Rider is an optional benefit that you may elect if
the Contract Owners and Annuitants are not older than age 80 on the date we
receive the application, or the date we receive the written request to add this
Rider, whichever is later. If the Contract Owner is a living individual, the
Enhanced Death Benefit applies only upon the death of the Contract Owner. If the
Contract Owner is not a living individual, the Enhanced Death Benefit applies
only upon the death of the Annuitant. For Contracts with the Enhanced Death
Benefit Rider, the death benefit will be the greatest of the standard death
benefit above, or the Enhanced Death Benefit. The Enhanced Death Benefit is
equal to the greater of Enhanced Death Benefit A or Enhanced Death Benefit B.
Enhanced Death Benefit A or B may not be available in all states. This rider
will automatically terminate on the Payout Start Date.

The Enhanced Death Benefit will never be greater than the maximum death benefit
allowed by any state nonforfeiture laws that govern the Contract. The Enhanced
Death Benefit Rider and the mortality and expense charge for the Rider will
terminate upon the change of Contract Owner (or the Annuitant if the Contract
Owner is not a living person) for reasons other than death.

ENHANCED DEATH BENEFIT A. On the date we issue the Rider ("RIDER DATE"),
Enhanced Death Benefit A is equal to the Contract Value on that date. After the
Rider Date, Enhanced Death Benefit A is the greatest of the ANNIVERSARY VALUES
as of the date we determine the death benefit. The "Anniversary Value" is equal
to the Contract Value on a Contract Anniversary, increased by purchase payments
made since that Anniversary and reduced by a withdrawal adjustment, as described
below, for any partial withdrawals since that Anniversary.

We will calculate Anniversary Values for each Contract Anniversary up until the
earlier of:

..    the date we determine the death benefit; or

..    the first Contract Anniversary following the oldest Contract Owner's or, if
     the Contract Owner is not a living person, the Annuitant's 80th birthday,
     or the first day of the 61st month following the Rider Date, whichever is
     later.

After age 80, or the first day of the 61st month following the Rider Date,
whichever is later, we will recalculate the Enhanced Death Benefit A only for
purchase payments and withdrawals.

The withdrawal adjustment is equal to (a) divided by (b), and the result
multiplied by (c) where:

(a) = is the withdrawal amount,

(b) = is the Contract Value immediately prior to the withdrawal, and

(c) = the most recently calculated Enhanced Death Benefit A.

ENHANCED DEATH BENEFIT B. The Enhanced Death Benefit B on the Rider Date is
equal to the Contract Value on that date. After the Rider Date, the Enhanced
Death Benefit B, plus any subsequent purchase payments and less a withdrawal
adjustment, as described below, will accumulate daily at a rate equivalent to 5%
per year until the earlier of:

..    the date we determine the death benefit; or

..    the first day of the month following the oldest Contract Owner's or, if the
     Contract Owner is not a living person, the Annuitant's 80th birthday, or
     the first day of the 61st month following the Rider Date, whichever is
     later.

After age 80, or the first day of the 61st month following the Rider Date,
whichever is later, we will recalculate the Enhanced Death Benefit B only for
purchase payments and withdrawals. The maximum amount of Enhanced Death Benefit
B is 200% of:

..    the Contract Value on the Rider Date; plus

..    any subsequent purchase payments; less

..    any subsequent withdrawal adjustments.

The withdrawal adjustment is equal to (a) divided by (b), and the result
multiplied by (c) where:

(a) = the withdrawal amount,

(b) = is the Contract Value immediately prior to the withdrawal, and

(c) = is the most recently calculated Enhanced Death Benefit B.

ENHANCED EARNINGS DEATH BENEFIT RIDER

For Contract Owners and Annuitants up to and including age 75, the Enhanced
Earnings Death Benefit Rider is an optional benefit that you may elect.

If the Contract Owner is a living person, the Enhanced Earnings Death Benefit
Rider applies only upon the death of the Contract Owner. If the Contract Owner
is not a living person, the Enhanced Earnings Death Benefit Rider applies only
upon the death of the Annuitant. The Enhanced Earnings Death Benefit Rider and
the annual charge for the Rider will terminate upon the change of Contract Owner
(or the Annuitant if the Contract Owner is not a living person) for reasons
other than death. The Rider may not be available in all states. We may
discontinue the offering of the Rider at any time. This rider will automatically
terminate on the Payout Start Date.

Under the Enhanced Earnings Death Benefit Rider, the Enhanced Earnings Death
Benefit is determined as follows:

If the oldest Contract Owner, or the Annuitant if the Contract Owner is not a
living person, is age 55 or younger on the date we receive the completed
application, or we receive written request to add this

                                  28 PROSPECTUS

rider, whichever is later, the Enhanced Earnings Death Benefit will be:

..    the lesser of 100% of IN-FORCE PREMIUM (excluding purchase payments made
     after the Rider Date and in the twelve month period immediately preceding
     the death of the Contract Owner, or the Annuitant if the Contract Owner is
     not a living person) or 50% of In-Force Earnings, calculated as of the date
     we receive due proof of death.

If the oldest Contract Owner, or the Annuitant if the Contract Owner is not a
living person, is between the ages of 56 and 65 on the date we receive the
completed application or the date we receive the written request to add this
rider, whichever is later, the Enhanced Earnings Death Benefit will be:

..    the lesser of 80% of the In-Force Premium (excluding purchase payments made
     after the Rider Date and in the twelve month period immediately preceding
     the death of the Contract Owner, or the Annuitant if the Contract Owner is
     not a living person) or 40% of In-Force Earning, calculated as of the date
     we receive due proof of death.

If the oldest Contract Owner, or the Annuitant if the Contract Owner is not a
living person, is between the ages of 66 and 75 on the date we receive the
completed application or the date we receive the written request to add this
rider, whichever is later, the Enhanced Earnings Death Benefit will be:

..    the lesser of 50% of In-Force Premium (excluding purchase payments made
     after the Rider Date and in the twelve month period immediately preceding
     the death of the Contract Owner, or the Annuitant if the Contract Owner is
     not a living person) or 25% of In-Force Earnings, calculated as of the date
     we receive due proof of death.

For purpose of calculating the Enhanced Earnings Death Benefit, the following
definitions apply:

..    In-Force Earnings is the greater of (a) the current Contract Value less the
     In-Force Premium; or (b) zero.

..    In-Force Premiums are defined as follows:

..    If the Rider Date is the same as the Issue Date of the Contract:

..    The sum of all the purchase payments less the sum of all the
     Excess-of-Earnings Withdrawals.

..    If the Rider Date is later than the Contract issue date:

..    The Contract Value as of Rider Date plus all the purchase payments made
     after the Rider Date less the sum of all the Excess-of-Earnings Withdrawals
     after the Rider Date Excess-of-Earnings Withdrawals are defined as follows:

..    For each withdrawal, this amount is equal to the amount, if any, by which
     the withdrawal exceeds the In-Force Earnings immediately prior to the
     withdrawal.

We will calculate the Enhanced Earnings Death Benefit Rider as of the date we
receive Due Proof of Death. We will pay the Enhanced Earnings Death Benefit with
the death benefit as described under "Death Benefit Payments" below.

The value of the Enhanced Earnings Death Benefit largely depends on the amount
of earnings that accumulate under your Contract. If you expect to withdraw the
earnings from your Contract Value, electing the Enhanced Earnings Death Benefit
Rider may not be appropriate. For purposes of calculating the Enhanced Earnings
Death Benefit, earnings are considered to be withdrawn first before purchase
payments. Your financial advisor can help you decide if the Enhanced Earnings
Death Benefit Rider is right for you.

For examples of how the death benefit is calculated under the Enhanced Earnings
Death Benefit Rider, see Appendix C.

DEATH BENEFIT PAYMENTS

1.   If the sole new Contract Owner is your spouse:

(a)  Your spouse may elect, within 180 days of the date of your death, to
     receive the Death Benefit described above in a lump sum.

(b)  Your spouse may elect, within 180 days of the date of your death, to
     receive an amount equal to the Death Benefit paid out through an Income
     Plan. Payments from the Income Plan must begin within one year of your date
     of death. The payments must be:

(i)  over the life of your spouse; or

(ii) for a guaranteed number of payments from 5 to 30 years but not to exceed
     the life expectancy of your spouse; or

(iii) over the life of your spouse with a guaranteed number of payments from 5
     to 30 years but not to exceed the life expectancy of your spouse.

If your spouse chooses to continue the Contract or, does not elect one of the
options above within 180 days of your death, the Contract will continue in the
Accumulation Phase as if no death has occurred. If the Contract continues in the
Accumulation Phase, the following conditions apply:

(a)  On the date the Contract is continued, the Contract Value will be the Death
     Benefit as determined as of the Valuation Date on which we received due
     proof of death (the next Valuation Date, if we receive due proof of death
     after 3 p.m. Central Time). Unless otherwise instructed by the continuing
     spouse, the excess, if any, of the Death Benefit amount over the Contract
     Value will be allocated to the Subaccounts. This excess will be allocated
     in proportion to your Contract Value in those Subaccounts as of the end of
     the Valuation Period during which we receive the complete request for
     payment of the

                                  29 PROSPECTUS

Death Benefit, except that any portion of this excess attributable to the Fixed
Account Options will be allocated to the Money Market Subaccount. Within 30 days
of the date the Contract is continued, your surviving spouse may choose one of
the following transfers without incurring a transfer fee:

(i)  transfer all or a portion of the excess among the Subaccounts;

(ii) transfer all or a portion of the excess into the Guaranteed Maturity Fixed
     Account and begin a new Guarantee Period; or

(iii) transfer all or a portion of the excess into a combination of Subaccounts,
     or the Guaranteed Maturity Fixed Account.

Any such transfer does not count as one of the free transfers allowed each
Contract Year and is subject to any minimum allocation amount specified in your
Contract. The surviving spouse may make a single withdrawal of any amount within
one year of the date of death without incurring a Withdrawal Charge or Market
Value Adjustment.

After the Contract is continued, prior to the Payout Start Date, the Death
Benefit of the continued Contract will be the greatest of:

(a)  the sum of all purchase payments reduced by any withdrawal adjustments; or

(b)  the Contract Value on the date we determine the Death Benefit; or

(c)  the Settlement Value on the date we determine the Death Benefit; or

(d)  the Contract Value on each Death Benefit Anniversary prior to the date we
     determine the Death Benefit, increased by any Purchase Payments made since
     that Death Benefit Anniversary and reduced by an adjustment for any
     withdrawals, as defined in the Death Benefit provision.

Please see DEATH BENEFIT AMOUNT on page 32 for a detailed explanation of how
these amounts are calculated.

Only one spousal continuation is allowed under the Contract.

2.   If the new Contract Owner is not your spouse but is a living person, the
     new Contract Owner has the following options:

(a)  The new Contract Owner may elect, within 180 days of the date of your
     death, to receive the Death Benefit in a lump sum.

(b)  The new Contract Owner may elect, within 180 days of the date of your
     death, to receive an amount equal to the Death Benefit paid out through an
     Income Plan. Payments from the annuity option must begin within one year of
     your date of death. The Payments must be:

(i) over the life of the new Contract Owner, or for a guaranteed number of
payments from 5 to 30 years but not to exceed the life expectancy of the new
Contract Owner; or

(ii) over the life of the new Contract Owner with a guaranteed number of
payments from 5 to 30 years but not to exceed the life expectancy of the new
Contract Owner.

(c)  If the New Owner does not elect one of the options above within 180 days of
     death, then the New Owner must receive the Contract Value payable within 5
     years of your date of death. Under this option, if the Settlement Value is
     greater than the Contract Value as determined as of the Valuation Date on
     which we received a complete request for settlement, which includes Due
     Proof of Death (the next Valuation Date, if we receive Due Proof of Death
     after 3:00 p.m. Central Time), we will allocate the excess to the Variable
     Subaccount selected by the New Owner. In the absence of instructions, we
     will allocate that amount to the Money Market Variable Subaccount. Until
     the Contract Value is withdrawn, it will vary in accordance with the
     investment options selected by the New Owner, and the New Owner may
     exercise all rights as set forth in the TRANSFERS section during this
     5-year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived for any withdrawals made during this
5-year period.

If the New Owner dies prior to receiving all of the Contract Value, then the New
Owner's named beneficiary(ies) will receive the greater of the Settlement Value
or the remaining Contract Value. This amount must be received as a lump sum
within 5 years of the date of the original Owner's death.

3.   If the new Contract Owner is a non-Living Person, the new Contract Owner
     has the following options:

(a)  The non-living Contract Owner may elect, within 180 days of your death, to
     receive the Death Benefit in a lump sum.

(b)  If the New Owner does not elect the option above, then the New Owner must
     receive the Contract Value payable within 5 years of your date of death.
     Under this option, if the Settlement Value is greater than the Contract
     Value as determined as of the Valuation Date on which we received Due Proof
     of Death (the next Valuation Date, if we receive Due Proof of Death after
     3:00 pm Central Time), we will allocate the excess to the Variable
     Subaccount selected by the New Owner. In the absence of instructions, we
     will allocate that amount to the Money Market Variable Subaccount. Until
     the Contract Value is withdrawn, it will vary in accordance with the
     investment options selected by the New Owner, and the New Owner may
     exercise all rights as set forth in the Transfers provision during this
     5-year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived during this 5-year period.

                                  30 PROSPECTUS

We reserve the right to offer additional options upon Death of Owner. Under any
of these options, all ownership rights, subject to any restrictions previously
placed upon the Beneficiary, are available to the New Owner.

If any new Contract Owner is not a Living Person, all new Contract Owners will
be considered to be non-Living Persons for the above purposes.

We reserve the right to waive or extend the 180-day limit on a
non-discriminatory basis.

DEATH OF ANNUITANT

If the Annuitant who is not also the Contract Owner dies prior to the Payout
Start Date, the Contract Owner must elect one of the following options:

1.   If the Contract Owner is a Living Person, the Contract will continue with a
     new Annuitant as described on page 12.

2.   If the Contract Owner is not a Living Person:

(a)  The non-living Contract Owner may elect, within 180 days of the Annuitant's
     date of death, to receive the Death Benefit in a lump sum; or

(b)  If the Contract Owner does not elect the above option, then the Owner must
     receive the Contract Value payable within 5 years of the Annuitant's date
     of death. Under this option, if the Settlement Value is greater than the
     Contract Value as determined as of the Valuation Date on which we received
     Due Proof of Death (the next Valuation Date, if we receive Due Proof of
     Death after 3:00 pm Central Time), we will allocate the excess to the
     Variable Subaccount selected by the New Owner. In the absence of
     instructions, we will allocate that amount to the Money Market Variable
     Subaccount. Until the Contract Value is withdrawn, it will vary in
     accordance with the investment options selected by the New Owner, and the
     Contract Owner may then exercise all rights as set forth in the TRANSFERS
     section during this 5-year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived during this 5-year period.

If the non-living Contract Owner does not make one of the above described
elections, the Settlement Value must be withdrawn by a non-living Contract Owner
on or before the mandatory distribution date 5 years after the Annuitant's
death.

We reserve the right to waive or extend the 180-day limit on a
non-discriminatory basis.

MORE INFORMATION

LINCOLN BENEFIT LIFE COMPANY.

Lincoln Benefit Life Company is a stock life insurance company organized under
the laws of the state of Nebraska in 1938. Our legal domicile and principal
business address is 2940 South 84th Street, Lincoln, Nebraska, 68506-4142.
Lincoln Benefit is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life" or "ALIC"), a stock life insurance company incorporated under
the laws of the State of Illinois. Allstate Life is a wholly owned subsidiary of
Allstate Insurance Company ("AIC"), a stock property-liability insurance company
incorporated under the laws of Illinois. All outstanding capital stock of
Allstate is owned by The Allstate Corporation ("Allstate").

We are authorized to conduct life insurance and annuity business in the District
of Columbia, Guam, U.S. Virgin Islands and all states except New York. We intend
to market the Contract everywhere we conduct variable annuity business. The
Contracts offered by this prospectus are issued by us and will be funded in the
Variable Account and/or the Fixed Account.

Under our reinsurance agreements with Allstate Life, substantially all contract
related transactions are transferred to Allstate Life and substantially all of
the assets backing our reinsured liabilities are owned by Allstate Life. These
assets represent our general account and are invested and managed by Allstate
Life. Accordingly, the results of operations with respect to applications
received and contracts issued by Lincoln Benefit are not reflected in our
financial statements. The amounts reflected in our financial statements relate
only to the investment of those assets of Lincoln Benefit that are not
transferred to Allstate Life under the reinsurance agreements. While the
reinsurance agreements provide us with financial backing from Allstate Life, it
does not create a direct contractual relationship between Allstate Life and you.

Under the Company's reinsurance agreements with ALIC, the Company reinsures all
reserve liabilities with ALIC except for variable contracts. The Company's
variable contract assets and liabilities are held in legally-segregated,
unitized Variable Accounts and are retained by the Company. However, the
transactions related to such variable contracts such as premiums, expenses and
benefits are transferred to ALIC.

THE VARIABLE ACCOUNT

Lincoln Benefit established the Lincoln Benefit Life Variable Annuity Account in
1992. We have registered the Variable Account with the SEC as a unit investment
trust. The SEC does not supervise the management of the Variable Account or
Lincoln Benefit.

We own the assets of the Variable Account. The Variable Account is a segregated
asset account under Nebraska law. That means we account for the Variable
Account's income, gains and losses separately from the results of our

                                  31 PROSPECTUS

other operations. It also means that only the assets of the Variable Account
that are in excess of the reserves and other Contract liabilities with respect
to the Variable Account are subject to liabilities relating to our other
operations. Our obligations arising under the Contracts are general corporate
obligations of Lincoln Benefit.

The Variable Account consists of Variable Subaccounts. Each Variable Subaccount
invests in a corresponding Portfolio. We may add new Variable Subaccounts or
eliminate one or more of them, if we believe marketing, tax, or investment
conditions so warrant. We may also add other Variable Subaccounts that may be
available under other variable annuity contracts. We do not guarantee the
investment performance of the Variable Account, its Subaccounts or the
Portfolios. We may use the Variable Account to fund our other annuity contracts.
We will account separately for each type of annuity contract funded by the
Variable Account.

THE PORTFOLIOS

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all
dividends and capital gains distributions from the Portfolios in shares of the
distributing Portfolio at their net asset value.

VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote
the shares of the Portfolios held by the Variable Subaccounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Portfolios that we
hold directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract Owners entitled to give such
instructions.

As a general rule, before the Payout Start Date, the Contract Owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Subaccount by
the net asset value per share of the corresponding Portfolio as of the record
date of the meeting. After the Payout Start Date the person receiving income
payments has the voting interest. The payee's number of votes will be determined
by dividing the reserve for such Contract allocated to the applicable Variable
Subaccount by the net asset value per share of the corresponding Portfolio. The
votes decrease as income payments are made and as the reserves for the Contract
decrease.

We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted upon on a pro-rata basis to reduce the votes
eligible to be cast.

We reserve the right to vote Portfolio shares as we see fit without regard to
voting instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.

CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer
available for investment by the Variable Account or if, in our judgment, further
investment in such shares is no longer desirable in view of the purposes of the
Contract, we may eliminate that Portfolio and substitute shares of another
eligible investment fund. Any substitution of securities will comply with the
requirements of the Investment Company Act of 1940. We also may add new Variable
Subaccounts that invest in additional underlying funds. We will notify you in
advance of any change.

CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate
accounts underlying both variable life insurance and variable annuity contracts.
It is conceivable that in the future it may be unfavorable for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the same Portfolio. The boards of directors of these Portfolios monitor for
possible conflicts among separate accounts buying shares of the Portfolios.
Conflicts could develop for a variety of reasons. For example, differences in
treatment under tax and other laws or the failure by a separate account to
comply with such laws could cause a conflict. To eliminate a conflict, a
Portfolio's board of directors may require a separate account to withdraw its
participation in a Portfolio. A Portfolio's net asset value could decrease if it
had to sell investment securities to pay redemption proceeds to a separate
account withdrawing because of a conflict.

THE CONTRACT

 DISTRIBUTION. The Contracts described in this prospectus are sold by registered
representatives of broker-dealers who are our licensed insurance agents, either
individually or through an incorporated insurance agency. Commissions paid to
broker-dealers may vary, but we estimate that the total commissions paid on all
Contract sales will not exceed 7.5% of all Purchase Payments (on a present value
basis). From time to time, we may offer additional sales incentives of up to
1.5% of Purchase Payments and other cash bonuses to broker-dealers who maintain
certain sales volume levels.

ALFS, Inc. ("ALFS") located at 3100 Sanders Road, Northbrook, IL 60062-7154
serves as distributor of the Contracts. ALFS, an affiliate of Lincoln Benefit,
is a wholly owned subsidiary of Allstate Life Insurance Company. ALFS is a
registered broker dealer under the Securities and Exchange Act of 1934, as
amended, and is a member of the National Association of Securities Dealers, Inc.
Lincoln Benefit does not pay ALFS a commission for distribution of the
Contracts. The

                                  32 PROSPECTUS

underwriting agreement with ALFS provides that we will reimburse ALFS for
expenses incurred in distributing the Contracts, including liability arising out
of services we provide on the Contracts.

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:

..    issuance of the Contracts;

..    maintenance of Contract Owner records;

..    Contract Owner services;

..    calculation of unit values;

..    maintenance of the Variable Account; and

..    preparation of Contract Owner reports.

We will send you Contract statements and transaction confirmations at least
annually. You should notify us promptly in writing of any address change. You
should read your statements and confirmations carefully and verify their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we
reserve the right to make the adjustment as of the date that we receive notice
of the potential error.

We also will provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN

If you use the Contract within a employer sponsored qualified retirement plan,
the plan may impose different or additional conditions or limitations on
withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates,
income payments, and other Contract features. In addition, adverse tax
consequences may result if qualified plan limits on distributions and other
conditions are not met. Please consult your qualified plan administrator for
more information. Lincoln Benefit no longer issues deferred annuities to
employer sponsored qualified retirement plans.

LEGAL MATTERS

All matters of Nebraska law pertaining to the Contract, including the validity
of the Contract and our right to issue the Contract under Nebraska law, have
been passed upon by William F. Emmons, Vice President, Assistant General Counsel
and Assistant Secretary of Lincoln Benefit.

                                  33 PROSPECTUS

TAXES

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. LINCOLN
BENEFIT MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

TAXATION OF LINCOLN BENEFIT LIFE COMPANY

Lincoln Benefit is taxed as a life insurance company under Part I of Subchapter
L of the Code. Since the Variable

Account is not an entity separate from Lincoln Benefit, and its operations form
a part of Lincoln Benefit, it will not be taxed separately. Investment income
and realized capital gains of the Variable Account are automatically applied to
increase reserves under the Contract. Under existing federal income tax law,
Lincoln Benefit believes that the Variable Account investment income and capital
gains will not be taxed to the extent that such income and gains are applied to
increase the reserves under the Contract. Accordingly, Lincoln Benefit does not
anticipate that it will incur any federal income tax liability attributable to
the Variable Account, and therefore Lincoln Benefit does not intend to make
provisions for any such taxes. If Lincoln Benefit is taxed on investment income
or capital gains of the Variable Account, then Lincoln Benefit may impose a
charge against the Variable

Account in order to make provision for such taxes.

TAXATION OF VARIABLE ANNUITIES IN GENERAL

TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

..    the Contract Owner is a natural person,

..    the investments of the Variable Account are "adequately diversified"
     according to Treasury Department regulations, and

..    Lincoln Benefit is considered the owner of the Variable Account assets for
     federal income tax purposes.

NON-NATURAL OWNERS. Non-natural owners are also referred to as Non Living Owners
in this prospectus. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
does not enjoy tax deferral and is taxed as ordinary income received or accrued
by the non-natural owner during the taxable year.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE. There are several exceptions to the
general rule that annuity contracts held by a non-natural owner are not treated
as annuity contracts for federal income tax purposes. Contracts will generally
be treated as held by a natural person if the nominal owner is a trust or other
entity which holds the contract as agent for a natural person. However, this
special exception will not apply in the case of an employer who is the nominal
owner of an annuity contract under a non-Qualified deferred compensation
arrangement for its employees. Other exceptions to the non-natural owner rule
are: (1) contracts acquired by an estate of a decedent by reason of the death of
the decedent; (2) certain qualified contracts; (3) contracts purchased by
employers upon the termination of certain qualified plans; (4) certain contracts
used in connection with structured settlement agreements; and (5) immediate
annuity contracts, purchased with a single premium, when the annuity starting
date is no later than a year from purchase of the annuity and substantially
equal periodic payments are made, not less frequently than annually, during the
annuity period.

GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered
owned by a non-natural owner. Grantor trust owned contracts receive tax deferral
as described in the Exceptions to the Non-Natural Owner Rule section. In
accordance with the Code, upon the death of the annuitant, the death benefit
must be paid. According to your Contract, the Death Benefit is paid to the
surviving Contract Owner. Since the trust will be the surviving Contract Owner
in all cases, the Death Benefit will be payable to the trust notwithstanding any
beneficiary designation on the annuity contract. A trust, including a grantor
trust, has two options for receiving any death benefits: 1) a lump sum payment;
or 2) payment deferred up to five years from date of death.

DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"adequately diversified" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract owner during the taxable
year. Although Lincoln Benefit does not have control over the Portfolios or
their investments, we expect the Portfolios to meet the diversification
requirements.

OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be considered
the owner of separate account assets if he possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. At the time the diversification regulations were issued, the Treasury
Department

                                  34 PROSPECTUS

announced that the regulations do not provide guidance concerning circumstances
in which investor control of the separate account investments may cause a
Contract owner to be treated as the owner of the separate account. The Treasury
Department also stated that future guidance would be issued regarding the extent
that owners could direct sub-account investments without being treated as owners
of the underlying assets of the separate account.

Your rights under the Contract are different than those described by the IRS in
private and published rulings in which it found that Contract owners were not
owners of separate account assets. For example, if your contract offers more
than twenty (20) investment alternatives you have the choice to allocate
premiums and contract values among a broader selection of investment
alternatives than described in such rulings. You may be able to transfer among
investment alternatives more frequently than in such rulings. These differences
could result in you being treated as the owner of the Variable Account. If this
occurs, income and gain from the Variable Account assets would be includible in
your gross income. Lincoln

Benefit does not know what standards will be set forth in any regulations or
rulings which the Treasury Department may issue. It is possible that future
standards announced by the Treasury Department could adversely affect the tax
treatment of your Contract. We reserve the right to modify the Contract as
necessary to attempt to prevent you from being considered the federal tax owner
of the assets of the Variable Account. However, we make no guarantee that such
modification to the Contract will be successful.

TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal under
a Non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a full withdrawal
under a Non-Qualified Contract, the amount received will be taxable only to the
extent it exceeds the investment in the Contract.

TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity
payments received from a Non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the Contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If any variable payment is less than the excludable amount you should
contact a competent tax advisor to determine how to report any unrecovered
investment. The federal tax treatment of annuity payments is unclear in some
respects. As a result, if the IRS should provide further guidance, it is
possible that the amount we calculate and report to the IRS as taxable could be
different. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.

WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding
the taxation of any additional withdrawal received after the Payout Start Date.
It is possible that a greater or lesser portion of such a payment could be
taxable than the amount we determine.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

..    if any Contract Owner dies on or after the Payout Start Date but before the
     entire interest in the Contract has been distributed, the remaining portion
     of such interest must be distributed at least as rapidly as under the
     method of distribution being used as of the date of the Contract Owner's
     death;

..    if any Contract Owner dies prior to the Payout Start Date, the entire
     interest in the Contract will be distributed within 5 years after the date
     of the Contract Owner's death. These requirements are satisfied if any
     portion of the Contract Owner's interest that is payable to (or for the
     benefit of) a designated Beneficiary is distributed over the life of such
     Beneficiary (or over a period not extending beyond the life expectancy of
     the Beneficiary) and the distributions begin within 1 year of the Contract
     Owner's death. If the Contract Owner's designated Beneficiary is the
     surviving spouse of the Contract Owner, the Contract may be continued with
     the surviving spouse as the new Contract Owner.

..    if the Contract Owner is a non-natural person, then the Annuitant will be
     treated as the Contract Owner for purposes of applying the distribution at
     death rules. In addition, a change in the Annuitant on a Contract owned by
     a non-natural person will be treated as the death of the Contract Owner.

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in income
as follows:

..    if distributed in a lump sum, the amounts are taxed in the same manner as a
     full withdrawal, or

..    if distributed under an Income Plan, the amounts are taxed in the same
     manner as annuity payments.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the taxable
amount of any

                                  35 PROSPECTUS

premature distribution from a non-Qualified Contract. The penalty tax generally
applies to any distribution made prior to the date you attain age 59 1/2.
However, no penalty tax is incurred on distributions:

..    made on or after the date the Contract Owner attains age 59 1/2,

..    made as a result of the Contract Owner's death or becoming totally
     disabled,

..    made in substantially equal periodic payments over the Contract Owner's
     life or life expectancy, or over the joint lives or joint life expectancies
     of the Contract Owner and the Beneficiary,

..    made under an immediate annuity, or

..    attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material modification of the payment stream would violate
the requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 59 1/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. A material modification does not include
permitted changes described in published IRS rulings. You should consult a
competent tax advisor prior to creating or modifying a substantially equal
periodic payment stream.

TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is
a tax-free exchange of a non-qualified life insurance contract, endowment
contract or annuity contract into a non-Qualified annuity contract. The contract
owner(s) must be the same on the old and new contract. Basis from the old
contract carries over to the new contract so long as we receive that information
from the relinquishing company. If basis information is never received, we will
assume that all exchanged funds represent earnings and will allocate no cost
basis to them.

PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of
annuity contracts. Under this ruling, if you take a withdrawal from a receiving
or relinquishing annuity contract within 24 months of the partial exchange, then
special aggregation rules apply for purposes of determining the taxable amount
of a distribution. The IRS has issued limited guidance on how to aggregate and
report these distributions. The IRS is expected to provide further guidance, as
a result, it is possible that the amount we calculate and report to the IRS as
taxable could be different.

TAXATION OF OWNERSHIP CHANGES. If you transfer a non-Qualified Contract without
full and adequate consideration to a person other than your spouse (or to a
former spouse incident to a divorce), you will be taxed on the difference
between the Contract Value and the investment in the Contract at the time of
transfer. Any assignment or pledge (or agreement to assign or pledge) of the
Contract Value is taxed as a withdrawal of such amount or portion and may also
incur the 10% penalty tax.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified
deferred annuity contracts issued by Lincoln Benefit (or its affiliates) to the
same Contract Owner during any calendar year be aggregated and treated as one
annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING

Generally, Lincoln Benefit is required to withhold federal income tax at a rate
of 10% from all non-annuitized distributions. The customer may elect out of
withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Lincoln Benefit is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. If no U.S. taxpayer identification number is
provided, we will automatically withhold using single with zero exemptions as
the default. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

Generally, Section 1441 of the Code provides that Lincoln Benefit as a
withholding agent must withhold 30% of the taxable amounts paid to a
non-resident alien. A non-resident alien is someone other than a U.S. citizen or
resident alien. Withholding may be reduced or eliminated if covered by an income
tax treaty between the U.S. and the non-resident alien's country of residence if
the payee provides a U.S. taxpayer identification number on a completed Form
W-8BEN. A U.S. taxpayer identification number is a social security number or an
individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS
to non-resident alien individuals who are not eligible to obtain a social
security number. The U.S. does not have a tax treaty with all

                                  36 PROSPECTUS

countries nor do all tax treaties provide an exclusion or lower withholding rate
for annuities.

TAX QUALIFIED CONTRACTS

The income on tax sheltered annuity (TSA) and IRA investments is tax deferred,
and the income on variable annuities held by such plans does not receive any
additional tax deferral. You should review the annuity features, including all
benefits and expenses, prior to purchasing a variable annuity as a TSA or IRA.
Tax Qualified Contracts are contracts purchased as investments as:

..    Individual Retirement Annuities (IRAs) under Section 408(b) of the Code;

..    Roth IRAs under Section 408A of the Code;

..    Simplified Employee Pension (SEP IRA) under Section 408(k) of the Code;

..    Savings Incentive Match Plans for Employees (SIMPLE IRA) under Section
     408(p) of the Code; and

..    Tax Sheltered Annuities under Section 403(b) of the Code.

Lincoln Benefit reserves the right to limit the availability of the Contract for
use with any of the retirement plans listed above or to modify the Contract to
conform with tax requirements.

The tax rules applicable to participants with tax qualified annuities vary
according to the type of contract and the terms and conditions of the
endorsement. Adverse tax consequences may result from certain transactions such
as excess contributions, premature distributions, and, distributions that do not
conform to specified commencement and minimum distribution rules. Lincoln

Benefit can issue an individual retirement annuity on a rollover or transfer of
proceeds from a decedent's IRA, TSA, or employer sponsored retirement plan under
which the decedent's surviving spouse is the beneficiary. Lincoln Benefit does
not offer an individual retirement annuity that can accept a transfer of funds
for any other, non-spousal, beneficiary of a decedent's IRA, TSA, or employer
sponsored retirement plan.

In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED TAX QUALIFIED CONTRACT. If
you make a partial withdrawal under a Tax Qualified Contract other than a Roth
IRA, the portion of the payment that bears the same ratio to the total payment
that the investment in the Contract (i.e., nondeductible IRA contributions)
bears to the Contract Value, is excluded from your income. We do not keep track
of nondeductible contributions, and all tax reporting of distributions from Tax
Qualified Contracts other than Roth IRAs will indicate that the distribution is
fully taxable.

"Qualified distributions" from Roth IRAs are not included in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to any Roth IRA and which
are:

..    made on or after the date the Contract Owner attains age 59 1/2,

..    made to a beneficiary after the Contract Owner's death,

..    attributable to the Contract Owner being disabled, or

..    made for a first time home purchase (first time home purchases are subject
     to a lifetime limit of $10,000).

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. All tax reporting of distributions from Roth
IRAs will indicate that the taxable amount is not determined.

REQUIRED MINIMUM DISTRIBUTIONS. Generally, IRAs (excluding Roth IRAs) and TSAs
require minimum distributions upon reaching age 70 1/2. Failure to withdraw the
required minimum distribution will result in a 50% tax penalty on the shortfall
not withdrawn from the Contract. Not all income plans offered under the Contract
satisfy the requirements for minimum distributions. Because these distributions
are required under the Code and the method of calculation is complex, please see
a competent tax advisor.

THE DEATH BENEFIT AND TAX QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA)
may not invest in life insurance contracts. However, an IRA may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or the Contract Value. We believe that the
Death Benefits offered by your Contract do not constitute life insurance under
these regulations.

It is also possible that certain death benefits that offer enhanced earnings
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in current taxable income to a Contract
Owner. In addition, there are limitations on the amount of incidental death
benefits that may be provided under qualified plans, such as in connection with
a 403(b) plan.

Lincoln Benefit reserves the right to limit the availability of the Contract for
use with any of the qualified plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM TAX QUALIFIED CONTRACTS. A 10%
penalty tax applies to the taxable amount of any premature distribution from a
Tax Qualified Contract. The penalty tax generally applies to any distribution
made prior to the date you attain age

                                  37 PROSPECTUS

59 1/2. However, no penalty tax is incurred on distributions:

..    made on or after the date the Contract Owner attains age 59 1/2,

..    made as a result of the Contract Owner's death or total disability,

..    made in substantially equal periodic payments over the Contract Owner's
     life or life expectancy, or over the joint lives or joint life expectancies
     of the Contract Owner and the Beneficiary,

..    made after separation from service after age 55 (applies only for IRAs),

..    made pursuant to an IRS levy,

..    made for certain medical expenses,

..    made to pay for health insurance premiums while unemployed (applies only
     for IRAs),

..    made for qualified higher education expenses (applies only for IRAs), and

..    made for a first time home purchase (up to a $10,000 lifetime limit and
     applies only for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON TAX QUALIFIED CONTRACTS. With respect
to Tax Qualified Contracts using substantially equal periodic payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material modification of the payment stream would violate
the requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the taxpayer's attaining age 59 1/2 would be subject to
a 10% penalty tax unless another exception to the penalty tax applied. The tax
for the year of the modification is increased by the penalty tax that would have
been imposed without the exception, plus interest for the years in which the
exception was used. A material modification does not include permitted changes
described in published IRS rulings. You should consult a competent tax advisor
prior to creating or modifying a substantially equal periodic payment stream.

INCOME TAX WITHHOLDING ON TAX QUALIFIED CONTRACTS. Generally, Lincoln Benefit is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "eligible rollover distributions." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory. Lincoln Benefit is
required to withhold federal income tax at a rate of 20% on all "eligible
rollover distributions" unless you elect to make a "direct rollover" of such
amounts to an IRA or eligible retirement plan. Eligible rollover distributions
generally include all distributions from employer sponsored retirement plans,
including TSAs but excluding IRAs, with the exception of:

..    required minimum distributions, or,

..    a series of substantially equal periodic payments made over a period of at
     least 10 years, or,

..    a series of substantially equal periodic payments made over the life (joint
     lives) of the participant (and beneficiary), or,

..    hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Lincoln Benefit is required to withhold federal income tax using
the wage withholding rates. The customer may elect out of withholding by
completing and signing a withholding election form. If no election is made, we
will automatically withhold using married with three exemptions as the default.
If no U.S. taxpayer identification number is provided, we will automatically
withhold using single with zero exemptions as the default. In certain states, if
there is federal withholding, then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

Generally, Section 1441 of the Code provides that Lincoln Benefit as a
withholding agent must withhold 30% of the taxable amounts paid to a
non-resident alien. A non-resident alien is someone other than a U.S. citizen or
resident alien. Withholding may be reduced or eliminated if covered by an income
tax treaty between the U.S. and the non-resident alien's country of residence if
the payee provides a U.S. taxpayer identification number on a completed Form
W-8BEN. A U.S. taxpayer identification number is a social security number or an
individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS
to non-resident alien individuals who are not eligible to obtain a social
security number. The U.S. does not have a tax treaty with all countries nor do
all tax treaties provide an exclusion or lower withholding rate for annuities.

INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject
to limitations on the amount that can be contributed and on the time when
distributions may commence. Certain distributions from other types of qualified
plans may be "rolled over" on a tax-deferred basis into an Individual Retirement
Annuity.

                                  38 PROSPECTUS

ROTH INDIVIDUAL RETIREMENT ANNUITIES. Section 408A of the Code permits eligible
individuals to make nondeductible contributions to an individual retirement
program known as a Roth Individual Retirement Annuity. Roth Individual
Retirement Annuities are subject to limitations on the amount that can be
contributed and on the time when distributions may commence.

Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The income portion of a conversion or rollover distribution is taxable
currently, but is exempted from the 10% penalty tax on premature distributions.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL
IRAS)

Internal Revenue Code Section 408 permits a custodian or trustee of an
Individual Retirement Account to purchase an annuity as an investment of the
Individual Retirement Account. If an annuity is purchased inside of an
Individual Retirement Account, then the Annuitant must be the same person as the
beneficial owner of the Individual Retirement Account.

Generally, the death benefit of an annuity held in an Individual Retirement
Account must be paid upon the death of the Annuitant. However, in most states,
the Contract permits the custodian or trustee of the Individual Retirement
Account to continue the Contract in the accumulation phase, with the Annuitant's
surviving spouse as the new Annuitant, if the following conditions are met:

1)   The custodian or trustee of the Individual Retirement Account is the owner
     of the annuity and has the right to the death proceeds otherwise payable
     under the annuity contract;

2)   The deceased Annuitant was the beneficial owner of the Individual
     Retirement Account;

3)   We receive a complete request for settlement for the death of the
     Annuitant; and

4)   The custodian or trustee of the Individual Retirement Account provides us
     with a signed certification of the following:

(a)  The Annuitant's surviving spouse is the sole beneficiary of the Individual
     Retirement Account;

(b)  The Annuitant's surviving spouse has elected to continue the Individual
     Retirement Account as his or her own Individual Retirement Account; and

(c)  The custodian or trustee of the Individual Retirement Account has continued
     the Individual Retirement Account pursuant to the surviving spouse's
     election.

SIMPLIFIED EMPLOYEE PENSION IRA. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. These employers may, within specified
limits, make deductible contributions on behalf of the employees to the
individual retirement annuities. Employers intending to use the Contract in
connection with such plans should seek competent tax advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA). Section 408(p) of the
Code allow eligible employers with 100 or fewer employees to establish SIMPLE
retirement plans for their employees using individual retirement annuities. In
general, a SIMPLE IRA consists of a salary deferral program for eligible
employees and matching or nonelective contributions made by employers. Employers
intending to purchase the Contract as a SIMPLE IRA should seek competent tax and
legal advice.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

TAX SHELTERED ANNUITIES. Section 403(b) of the Code provides tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. Under Section 403(b), any contract used for a 403(b) plan must
provide that distributions attributable to salary reduction contributions made
after 12/31/88, and all earnings on salary reduction contributions, may be made
only on or after the date the employee:

..    attains age 59 1/2,

..    severs employment,

..    dies,

..    becomes disabled, or

..    incurs a hardship (earnings on salary reduction contributions may not be
     distributed on account of hardship).

These limitations do not apply to withdrawals where Lincoln Benefit is directed
to transfer some or all of the Contract Value to another 403(b) plan. Generally,
we do not accept Employee Retirement Income Security Act of 1974 (ERISA) funds
in 403(b) contracts.

                                  39 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS

Lincoln Benefit's annual report on Form 10-K for the year ended December 31,
2003, is incorporated herein by reference, which means that it is legally a part
of this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act of 1934 are also incorporated herein by reference, which
means that they also legally become a part of this prospectus.

Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0000910739. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. the
address of the site is http:// www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at Lincoln Benefit Life Company, P.O. Box 80469, Lincoln,
Nebraska, 68501-0469 or 800-865-5237.

                                  40 PROSPECTUS

APPENDIX A

ACCUMULATION UNIT VALUES

The Accumulation Unit Value is a unit of measure used to calculate the value of
a Contract Owner's interest in a Variable Subaccount for any Valuation Period.
An Accumulation Unit Value does not reflect deduction of certain charges under
the Contract that are deducted from your Contract Value, such as the
Administrative Expense Charge. The beginning value for 2001 reflects the
Accumulation Unit Value as of August 10, 2001, the effective date of the
Registration Statement for this Contract. We maintain different Accumulation
Unit Values for Base Contracts with different combinations of optional riders
because the charges deducted from the Subaccounts are different. This Appendix
includes Accumulation Unit Values reflecting the highest and lowest available
Contract charge combinations. The Statement of Additional Information, which is
available upon request without charge, contains the Accumulation Unit Values for
all the other available combinations of optional riders. A brief explanation of
how performance of the Subaccounts is calculated may also be found in the
Statement of Additional Information. Please contact us at 1-800-865-5237 to
obtain a copy of the Statement of Additional Information.

BASE POLICY WITH NO OPTIONAL RIDERS

                                                Year ending December 31,
                                             -----------------------------
                                               2001       2002      2003
FUND
--------------------------------------------------------------------------
AIM  Basic Value Fund (2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
AIM Dent Demographics Trends Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.77  $  6.537
 Accumulation Unit Value Ending              $   9.77  $   6.537  $  8.865
 Number of Units Outstanding at End of          6,717     37,747    49,569
 Year
--------------------------------------------------------------------------
Alger American Growth
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 12.361
 Number of Units Outstanding at End of             --         --    16,344
 Year
--------------------------------------------------------------------------
Fidelity Equity-Income
 Accumulation Unit Value Beginning           $  10.00  $    9.63  $  7.873
 Accumulation Unit Value Ending              $   9.63  $   7.873  $ 10.099
 Number of Units Outstanding at End of          7,233    176,376   291,454
 Year
--------------------------------------------------------------------------
Fidelity VIP Growth P
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 12.461
 Number of Units Outstanding at End of             --         --    42,866
 Year
--------------------------------------------------------------------------
Fidelity Investment Grade Bond
 Accumulation Unit Value Beginning           $  10.00  $   10.15  $ 11.021
 Accumulation Unit Value Ending              $  10.15  $  11.021  $ 11.409
 Number of Units Outstanding at End of         10,192    204,156   340,857
 Year
--------------------------------------------------------------------------
Fidelity Overseas
 Accumulation Unit Value Beginning           $  10.00  $    9.35  $  7.339
 Accumulation Unit Value Ending              $   9.35  $   7.339  $ 10.356
 Number of Units Outstanding at End of            110      2,203    46,826
 Year
--------------------------------------------------------------------------
Janus Aspen Series Capital Appreciation P
(3)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
Janus Aspen Series Foreign Stock (4)
 Accumulation Unit Value Beginning           $  10.00  $   10.69  $  9.136
 Accumulation Unit Value Ending              $  10.69  $   9.136  $ 12.021
 Number of Units Outstanding at End of            391     14,107    26,635
 Year
--------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth
 Accumulation Unit Value Beginning           $  10.00  $    9.63  $  7.060
 Accumulation Unit Value Ending              $   9.63  $   7.060  $  8.614
 Number of Units Outstanding at End of          3,165     97,061    77,756
 Year
--------------------------------------------------------------------------
Lazard Retirement Emerging Markets
 Accumulation Unit Value Beginning           $  10.00  $    9.92  $  9.639
 Accumulation Unit Value Ending              $   9.92  $   9.639  $ 14.544
 Number of Units Outstanding at End of              0      4,579     9,947
 Year
--------------------------------------------------------------------------
LSA Aggressive Growth Fund (7)
 AAccumulation Unit Value Beginning          $  10.00  $    9.41  $  6.348
 Accumulation Unit Value Ending              $   9.41  $   6.348  $  8.686
 Number of Units Outstanding at End of            649     22,935    45,902
 Year
--------------------------------------------------------------------------

                                 41 PROSPECTUS

LSA Balanced Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.64  $  7.768
 Accumulation Unit Value Ending              $   9.64  $   7.768  $  9.902
 Number of Units Outstanding at End of         18,088    152,064   238,048
 Year
--------------------------------------------------------------------------
LSA Basic Value Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.60  $  7.416
 Accumulation Unit Value Ending              $   9.60  $   7.416  $  9.761
 Number of Units Outstanding at End of         13,440    193,154   241,742
 Year
--------------------------------------------------------------------------
LSA Blue Chip Fund (5)
 Accumulation Unit Value Beginning           $  10.00  $    9.76  $  7.103
 Accumulation Unit Value Ending              $   9.76  $   7.103  $  8.776
 Number of Units Outstanding at End of          3,387     91,543   224,286
 Year
--------------------------------------------------------------------------
LSA Capital Appreciation Fund (3)
 Accumulation Unit Value Beginning           $  10.00  $   10.03  $  7.059
 Accumulation Unit Value Ending              $  10.03  $   7.059  $  9.077
 Number of Units Outstanding at End of          2,459     53,255   107,302
 Year
--------------------------------------------------------------------------
LSA Disciplined Equity Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.59        --
 Accumulation Unit Value Ending              $   9.59  $   7.073        --
 Number of Units Outstanding at End of          1,065     64,810        --
 Year
--------------------------------------------------------------------------
LSA Diversified Mid Cap Fund (6)
 Accumulation Unit Value Beginning           $  10.00  $   10.00  $  7.962
 Accumulation Unit Value Ending              $  10.00  $   7.962  $ 10.432
 Number of Units Outstanding at End of          9,409     97,423   130,830
 Year
--------------------------------------------------------------------------
LSA Emerging Growth Equity Fund (7)
 Accumulation Unit Value Beginning           $  10.00  $   10.06  $  5.768
 Accumulation Unit Value Ending              $  10.06  $   5.768  $  8.361
 Number of Units Outstanding at End of            352     17,828    26,548
 Year
--------------------------------------------------------------------------
LSA Equity Growth Fund (2) (3)
 Accumulation Unit Value Beginning           $  10.00  $    9.97  $  6.901
 Accumulation Unit Value Ending              $   9.97  $   6.901  $  8.405
 Number of Units Outstanding at End of          1,703     27,593   109,311
 Year
--------------------------------------------------------------------------
LSA Capital Growth Fund (3)
 Accumulation Unit Value Beginning           $  10.00  $    9.68  $  7.225
 Accumulation Unit Value Ending              $   9.68  $   7.225  $  8.806
 Number of Units Outstanding at End of            856     31,959    53,695
 Year
--------------------------------------------------------------------------
LSA Mid Cap Value Fund (6)
 Accumulation Unit Value Beginning           $  10.00  $   10.66  $  9.731
 Accumulation Unit Value Ending              $  10.66  $   9.731  $ 13.418
 Number of Units Outstanding at End of          7,420     82,491   122,723
 Year
--------------------------------------------------------------------------
LSA Value Equity Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.62  $  7.389
 Accumulation Unit Value Ending              $   9.62  $   7.389  $  9.508
 Number of Units Outstanding at End of          2,032     38,421    98,093
 Year
--------------------------------------------------------------------------
MFS New Discovery Series
 Accumulation Unit Value Beginning           $  10.00  $   10.35  $  6.963
 Accumulation Unit Value Ending              $  10.35  $   6.963  $  9.166
 Number of Units Outstanding at End of          1,040     63,132    81,084
 Year
--------------------------------------------------------------------------
MFS Utilities Series
 Accumulation Unit Value Beginning           $  10.00  $    8.96  $  6.813
 Accumulation Unit Value Ending              $   8.96  $   6.813  $  9.112
 Number of Units Outstanding at End of         12,557     38,681    50,267
 Year
--------------------------------------------------------------------------
PAVIT OpCap Balanced (2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
PAVIT PEA Science and Technology
 Accumulation Unit Value Beginning           $  10.00  $    9.59  $  4.768
 Accumulation Unit Value Ending              $   9.59  $   4.768  $  7.683
 Number of Units Outstanding at End of            906     18,884    56,004
 Year
--------------------------------------------------------------------------
PAVIT OpCap SmallCap
 Accumulation Unit Value Beginning           $  10.00  $   10.09  $  7.802
 Accumulation Unit Value Ending              $  10.09  $   7.802  $ 10.980
 Number of Units Outstanding at End of            536     34,675    59,114
 Year
--------------------------------------------------------------------------
Oppenheimer International Growth
 Accumulation Unit Value Beginning           $  10.00  $    9.11  $  6.781
 Accumulation Unit Value Ending              $   9.11  $   6.781  $  9.735
 Number of Units Outstanding at End of          1,054     23,843    23,597
 Year
--------------------------------------------------------------------------

                                 42 PROSPECTUS

Oppenheimer Main Street Small Cap Fund/VA
 Accumulation Unit Value Beginning           $  10.00  $   10.30  $  8.545
 Accumulation Unit Value Ending              $  10.30  $   8.545  $ 12.160
 Number of Units Outstanding at End of          2,185     52,157    87,171
 Year
--------------------------------------------------------------------------
PIMCO Foreign Bond (U.S. Dollar-Hedged)
 Accumulation Unit Value Beginning           $  10.00  $   10.12  $ 10.806
 Accumulation Unit Value Ending              $  10.12  $  10.806  $ 10.901
 Number of Units Outstanding at End of            575     49,021    71,226
 Year
--------------------------------------------------------------------------
PIMCO Money Market
 Accumulation Unit Value Beginning           $  10.00  $   10.04  $ 10.048
 Accumulation Unit Value Ending              $  10.04  $  10.048  $  9.983
 Number of Units Outstanding at End of         23,597    289,545   388,312
 Year
--------------------------------------------------------------------------
PIMCO Real Return (1)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 10.482
 Number of Units Outstanding at End of             --         --    22,724
 Year
--------------------------------------------------------------------------
PIMCO Total Return
 Accumulation Unit Value Beginning           $  10.00  $   10.15  $ 10.919
 Accumulation Unit Value Ending              $  10.15  $  10.919  $ 11.314
 Number of Units Outstanding at End of         22,113    370,770   504,244
 Year
--------------------------------------------------------------------------
Putnam High Yield Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.89  $  9.683
 Accumulation Unit Value Ending              $   9.89  $   9.683  $ 12.088
 Number of Units Outstanding at End of          4,328     49,831   121,267
 Year
--------------------------------------------------------------------------
Putnam International Growth and Income
Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.44  $  8.034
 Accumulation Unit Value Ending              $   9.44  $   8.034  $ 10.925
 Number of Units Outstanding at End of            935     19,992    36,251
 Year
--------------------------------------------------------------------------
Rydex VT OTC Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.80  $  5.913
 Accumulation Unit Value Ending              $   9.80  $   5.913  $  8.483
 Number of Units Outstanding at End of            577     23,308    31,257
 Year
--------------------------------------------------------------------------
Rydex VT Sector Rotation Fund (1)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 12.471
 Number of Units Outstanding at End of             --         --     1,384
 Year
--------------------------------------------------------------------------
Salomon Brothers Variable All Cap Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.68  $  7.159
 Accumulation Unit Value Ending              $   9.68  $   7.159  $  9.819
 Number of Units Outstanding at End of          1,864    101,018    82,721
 Year
--------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund
(2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
Scudder VIT EAFE Equity Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 13.170
 Number of Units Outstanding at End of             --         --     1,561
 Year
--------------------------------------------------------------------------
Scudder VIT Equity 500 Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 12.119
 Number of Units Outstanding at End of             --         --    27,529
 Year
--------------------------------------------------------------------------
Scudder VIT Small Cap Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 13.867
 Number of Units Outstanding at End of             --         --    10,762
 Year
--------------------------------------------------------------------------
Van Kampen UIF Equity Growth (5) (9)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
Van Kampen UIF High Yield (9)
 Accumulation Unit Value Beginning           $  10.00  $    9.49  $  8.683
 Accumulation Unit Value Ending              $   9.49  $   8.683  $ 10.768
 Number of Units Outstanding at End of          7,458     45,587    70,594
 Year
--------------------------------------------------------------------------

                                 43 PROSPECTUS

Van Kampen UIF U.S. Mid Cap Value (6) (9)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
Van Kampen LIT Aggressive Growth
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of             --         --        --
 Year
--------------------------------------------------------------------------
Van Kampen LIT Growth & Income (7)
 Accumulation Unit Value Beginning           $  10.00  $    9.64  $  8.108
 Accumulation Unit Value Ending              $   9.64  $   8.108  $ 10.212
 Number of Units Outstanding at End of          8,115    139,022   223,485
 Year
--------------------------------------------------------------------------
Van Kampen UIF U.S. Real Estate (1) (9)
 Accumulation Unit Value Beginning                 --         --  $ 10.000
 Accumulation Unit Value Ending                    --         --  $ 12.780
 Number of Units Outstanding at End of             --         --     9,773
 Year
--------------------------------------------------------------------------

(1)  First offered May 1, 2003.

(2)  Effective 4/30/04, the LSA Balance Fund, LSA Basic Value Fund and LSA Value
     Equity Fund were merged into the PAVIT OpCap Balanced Portfolio, AIM V.I.
     Basic Value Fund - Series I and Salomon Brothers Variable Investors Fund -
     Class I, respectively. Accordingly, on 4/30/04, we transferred the value of
     the LSA Balanced Variable Sub-Account and the LSA Value Equity Variable
     Sub-Account to the PAVIT OpCap Balanced Variable Sub-Account, AIM V.I.
     Basic Value Variable Sub-Account and the Salomon Brothers Variable
     Investors Variable Sub-Account, respectively.

                                  44 PROSPECTUS

(3)  Effective 4/30/04, the LSA Capital Appreciation Fund was merged into the
     Janus Aspen Series Capital Appreciation Portfolio - Institutional Shares.
     Accordingly, on 4/30/04, we transferred the value of the LSA Capital
     Appreciation Variable Sub-Account to the Janus Aspen Series Capital
     Appreciation Variable Sub-Account.

(4)  Effective 5/1/04 the Janus Aspen Series International Portfolio - Service
     Shares changed its name to the Janus Aspen Foreign Stock Portfolio -
     Service Shares. We have made a corresponding change in the name of the
     Variable Sub-Account that invests in this Portfolio.

(5)  Effective 4/30/04, the LSA Blue Chip Fund, LSA Equity Growth Fund and LSA
     Capital Growth Fund were merged into the Van Kampen UIF Equity Growth
     Portfolio, Class I. Accordingly, on 4/30/04, we transferred the value of
     the LSA Blue Chip Variable Sub-Account, LSA Equity Growth Variable
     Sub-Account and LSA Capital Growth Variable Sub-Account to the Van Kampen
     UIF Equity Growth Variable Sub-Account.

(6)  Effective 4/30/04, the LSA Diversified Mid-Cap Growth Fund and LSA MidCap
     Value Fund were merged into the Van Kampen UIF U.S. Mid Cap Value
     Portfolio, Class I. Accordingly, on 4/30/04, we transferred the value of
     the LSA Diversified Mid-Cap Growth Variable Sub-Account and the LSA MidCap
     Value Variable Sub-Account to the Van Kampen UIF U.S. Mid Cap Value
     Variable Sub-Account.

(7)  Effective 4/30/04, the LSA Aggressive Growth Fund and LSA Emerging Growth
     Fund were merged into the Van Kampen LIT Aggressive Growth Portfolio, Class
     II. Accordingly, on 4/30/04, we transferred the value of the LSA Aggressive
     Growth Variable Sub-Account and the LSA Emerging Growth Variable
     Sub-Account to the Van Kampen LIT Aggressive Growth Variable Sub-Account.

(8)  Effective 5/1/04, the PIMCO VIT Foreign Bond Portfolio - Administrative
     Shares changed its name to PIMCO VIT Foreign Bond Portfolio (U.S.
     Dollar-Hedged) - Administrative Shares

(9)  Morgan Stanley Investment Management, Inc., the adviser to the UIF
     Portfolios, does business in certain instances usingthe name Van Kampen.

BASE POLICY WITH ENHANCED DEATH BENEFIT RIDER, INCOME BENEFIT RIDER AND ENHANCED
EARNINGS DEATH BENEFIT RIDER (66-75)

                                                Year ending December 31,
                                             -----------------------------
                                               2001       2002      2003
FUND
--------------------------------------------------------------------------
AIM Basic Value Fund (2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
AIM Dent Demographics Trends Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.74  $  6.464
 Accumulation Unit Value Ending              $   9.74  $   6.464  $  8.695
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Alger American Growth (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 12.294
 Number of Units Outstanding at End of Year        --         --     2,501
--------------------------------------------------------------------------
Fidelity VIP Equity-Income
 Accumulation Unit Value Beginning           $  10.00  $    9.60  $  7.786
 Accumulation Unit Value Ending              $   9.60  $   7.786  $  9.906
 Number of Units Outstanding at End of Year         0      4,628     5,624
--------------------------------------------------------------------------
Fidelity VIP Growth (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 12.394
 Number of Units Outstanding at End of Year        --         --     1,046
--------------------------------------------------------------------------
Fidelity VIP Investment Grade Bond
 Accumulation Unit Value Beginning           $  10.00  $   10.12  $ 10.898
 Accumulation Unit Value Ending              $  10.12  $  10.898  $ 11.191
 Number of Units Outstanding at End of Year         0      2,777     3,709
--------------------------------------------------------------------------
Fidelity VIP Overseas
 Accumulation Unit Value Beginning           $  10.00  $    9.32  $  7.257
 Accumulation Unit Value Ending              $   9.32  $   7.257  $ 10.158
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Janus Aspen Series Capital Appreciation (3)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
Janus Aspen Series Foreign Stock (4)
 Accumulation Unit Value Beginning           $  10.00  $   10.66  $  9.034
 Accumulation Unit Value Ending              $  10.66  $   9.034  $ 11.791
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Janus Aspen Series Worldwide Growth
 Accumulation Unit Value Beginning           $  10.00  $    9.60  $  6.982
 Accumulation Unit Value Ending              $   9.60  $   6.982  $  8.449
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------

                                 45 PROSPECTUS

Lazard Emerging Markets
 Accumulation Unit Value Beginning           $  10.00  $    9.89  $  9.532
 Accumulation Unit Value Ending              $   9.89  $   9.532  $ 14.265
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Aggressive Growth Fund (7)
 Accumulation Unit Value Beginning           $  10.00  $    9.38  $  6.277
 Accumulation Unit Value Ending              $   9.38  $   6.277  $  8.519
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Balanced Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.61  $  7.681
 Accumulation Unit Value Ending              $   9.61  $   7.681  $  9.712
 Number of Units Outstanding at End of Year         0        790     1,466
--------------------------------------------------------------------------
LSA Basic Value Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.57  $  7.333
 Accumulation Unit Value Ending              $   9.57  $   7.333  $  9.574
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Blue Chip Fund (5)
 Accumulation Unit Value Beginning           $  10.00  $    9.73  $  7.024
 Accumulation Unit Value Ending              $   9.73  $   7.024  $  8.608
 Number of Units Outstanding at End of Year         0          0       756
--------------------------------------------------------------------------
LSA Capital Appreciation Fund (3)
 Accumulation Unit Value Beginning           $  10.00  $   10.00  $  6.980
 Accumulation Unit Value Ending              $  10.00  $   6.980  $  8.903
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Disciplined Equity Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.56        --
 Accumulation Unit Value Ending              $   9.56  $   6.961        --
 Number of Units Outstanding at End of Year         0          0        --
--------------------------------------------------------------------------
LSA Diversified Mid Cap Fund (6)
 Accumulation Unit Value Beginning           $  10.00  $    9.96  $  7.866
 Accumulation Unit Value Ending              $   9.96  $   7.866  $ 10.232
 Number of Units Outstanding at End of Year         0          0       630
--------------------------------------------------------------------------
LSA Emerging Growth Equity Fund (7)
 Accumulation Unit Value Beginning           $  10.00  $   10.03  $  5.704
 Accumulation Unit Value Ending              $  10.03  $   5.704  $  8.201
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Equity Growth Fund (2) (3)
 Accumulation Unit Value Beginning           $  10.00  $    9.94  $  6.824
 Accumulation Unit Value Ending              $   9.94  $   6.824  $  8.244
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Capital Growth Fund (3)
 Accumulation Unit Value Beginning           $  10.00  $    9.66  $  7.142
 Accumulation Unit Value Ending              $   9.66  $   7.142  $  8.637
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Mid Cap Value Fund (6)
 Accumulation Unit Value Beginning           $  10.00  $   10.63  $  9.602
 Accumulation Unit Value Ending              $  10.63  $   9.602  $ 13.162
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
LSA Value Equity Fund (2)
 Accumulation Unit Value Beginning           $  10.00  $    9.59  $  7.306
 Accumulation Unit Value Ending              $   9.59  $   7.306  $  9.326
 Number of Units Outstanding at End of Year         0          0     1,401
--------------------------------------------------------------------------
MFS New Discovery Series
 Accumulation Unit Value Beginning           $  10.00  $   10.32  $  6.886
 Accumulation Unit Value Ending              $  10.32  $   6.886  $  8.990
 Number of Units Outstanding at End of Year         0          0       370
--------------------------------------------------------------------------
MFS Utilities Series
 Accumulation Unit Value Beginning           $  10.00  $    8.93  $  6.737
 Accumulation Unit Value Ending              $   8.93  $   6.737  $  8.937
 Number of Units Outstanding at End of Year         0          0       399
--------------------------------------------------------------------------
PAVIT OpCap Balanced (2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
PAVIT PEA Science and Technology
 Accumulation Unit Value Beginning           $  10.00  $    9.56  $  4.715
 Accumulation Unit Value Ending              $   9.56  $   4.715  $  7.536
 Number of Units Outstanding at End of Year         0          0     4,942
--------------------------------------------------------------------------
PAVIT OpCap SmallCap
 Accumulation Unit Value Beginning           $  10.00  $   10.06  $  7.715
 Accumulation Unit Value Ending              $  10.06  $   7.715  $ 10.770
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Oppenheimer International Growth
 Accumulation Unit Value Beginning           $  10.00  $    9.08  $  6.705
 Accumulation Unit Value Ending              $   9.08  $   6.705  $  9.549
 Number of Units Outstanding at End of Year         0          0       387
--------------------------------------------------------------------------
Oppenheimer Main Street Small Cap Fund/VA
 Accumulation Unit Value Beginning           $  10.00  $   10.27  $  8.450
 Accumulation Unit Value Ending              $  10.27  $   8.450  $ 11.927
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------

                                 46 PROSPECTUS

PIMCO Foreign Bond (U.S. Dollar-Hedged) (8)
 Accumulation Unit Value Beginning           $  10.00  $   10.09  $ 10.686
 Accumulation Unit Value Ending              $  10.09  $  10.686  $ 10.692
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
PIMCO Money Market
 Accumulation Unit Value Beginning           $  10.00  $   10.01  $  9.936
 Accumulation Unit Value Ending              $  10.01  $   9.936  $  9.792
 Number of Units Outstanding at End of Year         0          0     1,275
--------------------------------------------------------------------------
PIMCO Real Return (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 10.425
 Number of Units Outstanding at End of Year        --         --     1,193
--------------------------------------------------------------------------
PIMCO Total Return
 Accumulation Unit Value Beginning           $  10.00  $   10.12  $ 10.797
 Accumulation Unit Value Ending              $  10.12  $  10.797  $ 11.098
 Number of Units Outstanding at End of Year         0      2,792     7,241
--------------------------------------------------------------------------
Putnam High Yield Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.86  $  9.576
 Accumulation Unit Value Ending              $   9.86  $   9.576  $ 11.857
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Putnam International Growth and Income Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.42  $  7.944
 Accumulation Unit Value Ending              $   9.42  $   7.944  $ 10.716
 Number of Units Outstanding at End of Year         0          0         0
--------------------------------------------------------------------------
Rydex OTC Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.77  $  5.847
 Accumulation Unit Value Ending              $   9.77  $   5.847  $  8.321
 Number of Units Outstanding at End of Year         0          0     1,833
--------------------------------------------------------------------------
Rydex Sector Rotation Fund (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 12.403
 Number of Units Outstanding at End of Year        --         --         0
--------------------------------------------------------------------------
Salomon Brothers Variable All Cap Fund
 Accumulation Unit Value Beginning           $  10.00  $    9.65  $  7.079
 Accumulation Unit Value Ending              $   9.65  $   7.079  $  9.631
 Number of Units Outstanding at End of Year         0          0       678
--------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund (2)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
Scudder VIT EAFE Equity Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 13.099
 Number of Units Outstanding at End of Year        --         --         0
--------------------------------------------------------------------------
Scudder VIT Equity 500 Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 12.053
 Number of Units Outstanding at End of Year        --         --         0
--------------------------------------------------------------------------
Scudder VIT Small Cap Index Fund (1)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 13.792
 Number of Units Outstanding at End of Year        --         --         0
--------------------------------------------------------------------------
Van Kampen LIT Aggressive Growth (7)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
Van Kampen LIT Growth & Income
 Accumulation Unit Value Beginning           $  10.00  $    9.61  $  8.017
 Accumulation Unit Value Ending              $   9.61  $   8.017  $ 10.016
 Number of Units Outstanding at End of Year         0          0       357
--------------------------------------------------------------------------
Van Kampen UIF Equity Growth (5) (9)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
Van Kampen UIF High Yield (9)
 Accumulation Unit Value Beginning           $  10.00  $    9.46  $  8.556
 Accumulation Unit Value Ending              $   9.46  $   8.556  $ 10.562
 Number of Units Outstanding at End of Year         0          0     3,961
--------------------------------------------------------------------------
Van Kampen UIF U.S. Mid Cap Value (6) (9)
 Accumulation Unit Value Beginning                 --         --        --
 Accumulation Unit Value Ending                    --         --        --
 Number of Units Outstanding at End of Year        --         --        --
--------------------------------------------------------------------------
Van Kampen UIF U.S. Real Estate (1) (9)
 Accumulation Unit Value Beginning                 --         --  $  10.00
 Accumulation Unit Value Ending                    --         --  $ 12.711
 Number of Units Outstanding at End of Year        --         --         0
--------------------------------------------------------------------------

(1)  First offered May 1, 2003.

(2)  Effective 4/30/04, the LSA Balance Fund, LSA Basic Value Fund and LSA Value
     Equity Fund were merged into the PAVIT OpCap Balanced Portfolio, AIM V.I.
     Basic Value Fund - Series I and Salomon Brothers Variable Investors Fund -
     Class I, respectively. Accordingly, on 4/30/04,

                                  47 PROSPECTUS

     we transferred the value of the LSA Balanced Variable Sub-Account and the
     LSA Value Equity Variable Sub-Account to the PAVIT OpCap Balanced Variable
     Sub-Account, AIM V.I. Basic Value Variable Sub-Account and the Salomon
     Brothers Variable Investors Variable Sub-Account, respectively.

(3)  Effective 4/30/04, the LSA Capital Appreciation Fund was merged into the
     Janus Aspen Series Capital Appreciation Portfolio - Institutional Shares.
     Accordingly, on 4/30/04, we transferred the value of the LSA Capital
     Appreciation Variable Sub-Account to the Janus Aspen Series Capital
     Appreciation Variable Sub-Account.

(4)  Effective 5/1/04 the Janus Aspen Series International Portfolio - Service
     Shares changed its name to the Janus Aspen Foreign Stock Portfolio -
     Service Shares. We have made a corresponding change in the name of the
     Variable Sub-Account that invests in this Portfolio.

(5)  Effective 4/30/04, the LSA Blue Chip Fund, LSA Equity Growth Fund and LSA
     Capital Growth Fund were merged into the Van Kampen UIF Equity Growth
     Portfolio, Class I. Accordingly, on 4/30/04, we transferred the value of
     the LSA Blue Chip Variable Sub-Account, LSA Equity Growth Variable
     Sub-Account and LSA Capital Growth Variable Sub-Account to the Van Kampen
     UIF Equity Growth Variable Sub-Account.

(6)  Effective 4/30/04, the LSA Diversified Mid-Cap Growth Fund and LSA MidCap
     Value Fund were merged into the Van Kampen UIF U.S. Mid Cap Value
     Portfolio, Class I. Accordingly, on 4/30/04, we transferred the value of
     the LSA Diversified Mid-Cap Growth Variable Sub-Account and the LSA MidCap
     Value Variable Sub-Account to the Van Kampen UIF U.S. Mid Cap Value
     Variable Sub-Account.

(7)  Effective 4/30/04, the LSA Aggressive Growth Fund and LSA Emerging Growth
     Fund were merged into the Van Kampen LIT Aggressive Growth Portfolio, Class
     II. Accordingly, on 4/30/04, we transferred the value of the LSA Aggressive
     Growth Variable Sub-Account and the LSA Emerging Growth Variable
     Sub-Account to the Van Kampen LIT Aggressive Growth Variable Sub-Account.

(8)  Effective 5/1/04, the PIMCO VIT Foreign Bond Portfolio - Administrative
     Shares changed its name to PIMCO VIT Foreign Bond Portfolio (U.S.
     Dollar-Hedged) - Administrative Shares

(9)  Morgan Stanley Investment Management, Inc., the adviser to the UIF
     Portfolios, does business in certain instances usingthe name Van Kampen.

                                  48 PROSPECTUS

APPENDIX B

MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

I =  the Treasury Rate for a maturity equal to the Guarantee Period for the
     week preceding the establishment of the Guarantee Period;

J =  the Treasury Rate for a maturity equal to the term length of the
     Guarantee Period Account for the week preceding the date amounts are
     transferred or withdrawn from the Guarantee Period Account, the date we
     determine the Death Proceeds, or the Payout Start Date, as the case may be
     ("Market Value Adjustment Date").

N =  the number of whole and partial years from the date we receive the
     withdrawal, transfer, or death benefit request, or from the Payout State
     Date to the end of the Guarantee Period.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported
in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment factor is determined from the following formula:

..9 X [I-(J +.0025)] X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn, paid as a death benefit,
or applied to an Income Plan from a Guarantee Period at any time other than
during the 30-day period after such Guarantee Period expires.

                          EXAMPLES OF MARKET VALUE ADJUSTMENT
Purchase Payment:          $10,000 allocated to a Guarantee Period
Guarantee Period:          5 years
Interest Rate:             4.50%
Full Withdrawal:           End of Contract Year 3
I (5-Year Treasury Rate):  4.50%

NOTE: These examples assume that premium taxes are not applicable and that
previous withdrawals have not been taken.

                  EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)

Step 1: Calculate Contract
 Value at End of Contract
 Year 3:                        = $10,000.00 X (1.045)/3/ = 11,411.66

Step 2: Calculate the Free
 Withdrawal Amount:             = .15 X ($10,000.00) = $1,500.00
                                  (GREATER THAN $1,411.66 EARNINGS IN
                                  THE CONTRACT)

Step 3: Calculate the
 Withdrawal Charge:
Under the Contract, earnings
are deemed to be withdrawn
before Purchase
Payments. Accordingly, in this
example, the amount of the
Purchase Payment eligible for
free withdrawal would equal
the Free Withdrawal Amount
less the interest credited or
88.34 ( 1,500.00 - 1,411.66)
Therefore, the Withdrawal
Charge would be                 = .07 X ($10,000 - $88.34) = $693.82

Step 4: Calculate the Market
 Value Adjustment:              I = 4.50%
                                J = 4.20% (5-Year Treasury Rate at
                                          time of withdrawal)
                                     730 DAYS
                                N = --------- = 2
                                     365 DAYS

                                Market Value Adjustment Factor:
                                .9 X [I - (J + .0025)] X N
                                =.9 X [.045 - (.042 +.0025)] X 2 =.0009
                                Market Value Adjustment = Market Value
                                Adjustment Factor X Amount Subject To
                                Market Value Adjustment:
                                = .0009 X $11,411.66 = $10.27

Step 5: Calculate the amount
received by Contract Owner as
a result of full withdrawal at
the end of Contract Year 3:     = $11,411.66 - $693.82 + $10.27 = $10,728.11

                                  49 PROSPECTUS

                   EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1: Calculate Contract
Value at End of Contract
Year 3:                         = $10,000.00 X (1.045)/3/ =  $11,411.66

Step 2: Calculate The Free
Withdrawal Amount:              = .15 X ($10,000.00) = $1,500.00
                                (GREATER THAN $1,411.66 IN EARNINGS)

Step 3: Calculate the
Withdrawal Charge:
As above, in this example, the
amount of the Purchase Payment
eligible for free withdrawal
would equal the Free
Withdrawal Amount less the
interest credited or 88.34
(1,500 - 1,411.66). Therefore,
the Withdrawal Charge would be  = .07 X ($10,000.00 - $88.34) = $693.82

Step 4: Calculate the Market
Value Adjustment:
(5-Year Treasury Rate at time
of withdrawal)                  J = 4.80%
                                     730 DAYS
                                N = ---------- = 2
                                     365 DAYS

                                MARKET VALUE ADJUSTMENT FACTOR:
                                .9 X [I - (J +.0025)] X N
                                =.9 X [(.045 - (.048 +.0025)] X (2) = -.0099
                                MARKET VALUE ADJUSTMENT = MARKET VALUE
                                ADJUSTMENT FACTOR X AMOUNT SUBJECT TO MARKET
                                VALUE ADJUSTMENT:
                                = -.0099 X $11,411.66 = -( $112.98)

Step 5: Calculate the amount
received by Contract Owner as
a result of full withdrawal at
the end of Contract Year 3:     = $11,411.66 - $693.82 - $112.98 = $10,604.86

                                  50 PROSPECTUS

APPENDIX C

CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT

EXAMPLE 1: In this example, assume that the oldest Contract Owner is age 55 at
the time the Contract is issued and elects the Enhanced Earnings Death Benefit
Rider when the Contract is issued. The Contract Owner makes an initial purchase
payment of $100,000. After four years, the Contract Owner dies. On the date
Lincoln Benefit receives Due Proof Of Death, the Contract Value is $125,000.
Prior to his death, the Contract Owner did not make any additional purchase
payments or take any withdrawals.

Excess of Earnings Withdrawals                = 0
Purchase Payments in the 12 months after the  = 0
 Rider Date and prior to Death
In-Force Premium                              = $100,000 ($100,000 + 0 - 0)
In-Force Earnings                             = $25,000 ($125,000 - $100,000)
ENHANCED EARNINGS PROTECTION DEATH BENEFIT    = 50% * $25,000 = $12,500

Since 50% of In-Force Earnings is less than 100% of the In-Force Premium
(excluding purchase payments in the 12 months prior to death), the In-Force
Earnings are used to compute the Enhanced Earnings Death Benefit amount.

EXAMPLE 2: ELECTED WHEN CONTRACT WAS ISSUED WITH SUBSEQUENT WITHDRAWALS

In the second example, assume the same facts as above, except that the Contract
Owner has taken a withdrawal of $10,000 during the second year of the Contract.
At the time the withdrawal is taken, the Contract Value is $105,000. Here,
$5,000 of the withdrawal is in excess of the In-Force Earnings at the time of
the withdrawal. The Contract Value on the date Lincoln Benefit receives Due
Proof of Death will be assumed to be $114,000.

Excess-of-Earnings Withdrawals                = $5,000 ($10,000 - $5,000)
Purchase payments in the 12 months after the  = 0
 Rider Date and prior to Death
In-Force Premium                              = $95,000 ($100,000 + 0 -$5,000)
In-Force Earnings                             = $19,000 ($114,000 - $95,000)
Enhanced Earnings Death Benefit               = 50% x $19,000 =  $9,500

Since 50% of In-Force Earnings is less than 100% of the In-Force Premium
(excluding purchase payments in the 12 months after the Rider Date and prior to
death), the In-Force Earnings are used to compute the Enhanced Earnings Death
Benefit amount.

EXAMPLE 3.

This third example is intended to illustrate the effect of adding the Enhanced
Earnings Death Benefit Rider after the Contract has been issued and the effect
of later purchase payments. In this example, assume that the oldest Contract
Owner is age 65 on the Rider Date. At the time the Contract is issued, the
Contract Owner makes a purchase payment of $100,000. After two years pass, the
Contract Owner elects to add the Enhanced Earnings Death Benefit Rider. On the
date this Rider is added, the Contract Value is $110,000. Two years later, the
Contract Owner withdraws $50,000. Immediately prior to the withdrawal, the
Contract Value is $130,000. Another two years later, the Contract Owner makes an
additional purchase payment of $40,000. Two years later, the Contract Owner dies
with a Contract Value of $140,000 on the date Lincoln Benefit receives Due Proof
of Death.

Excess-of-Earnings Withdrawals      = $30,000 ($50,000 - $20,000)
Purchase payments in the 12 months
after the Rider Date and prior to
Death                               = 0
In-Force Premium                    = $120,000 ($110,000 + $40,000 - $30,000)
In-Force Earnings                   = $20,000 ($140,000 - $120,000)
Enhanced Earnings Death Benefit     = 40% of $20,000 = $8,000

In this example, In-Force Premium is equal to the Contract Value on the date the
Rider was issued plus the additional purchase payment and minus the
Excess-of-Earnings Withdrawal.

                                  51 PROSPECTUS

Since 40% of In-Force Earnings is less than 80% of the In-Force Premium
(excluding purchase payments in the 12 months after the Rider Date and prior to
death), the In-Force Earnings are used to compute the Enhanced Earnings Death
Benefit amount.

                                  52 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

DESCRIPTION

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

THE CONTRACT

                              Purchases of Contract

          Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
                     Calculation of Accumulation Unit Values

                              Net Investment Factor

                     Calculation of Variable Income Payments

                       Calculation of Annuity Unit Values

GENERAL MATTERS

                                Incontestability

                                   Settlements

                  Safekeeping of the Variable Account's Assets

                                  Premium Taxes

                                  Tax Reserves

EXPERTS

FINANCIAL STATEMENTS

APPENDIX A ACCUMULATION UNIT VALUES

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE
ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

                                  53 PROSPECTUS

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registrant anticipates that it will incur the following approximate expenses in
connection with the issuance and distribution of the securities to be
registered:

Registration fees                  $0
Cost of printing and engraving     $1,740.00
Legal fees                         $0
Accounting fees                    $6,600.00
Mailing fees                       $2,375.00

Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Incorporation of Lincoln Benefit Life Company (Registrant)
provide for the indemnification of its directors and officers against expenses,
judgments, fines and amounts paid in settlement as incurred by such person, so
long as such person shall not have been adjudged to be liable for negligence or
misconduct in the performance of a duty to the Company.  This right of indemnity
is not exclusive of other rights to which a director or officer may otherwise
be entitled.

In connection with its acquisition of Lincoln Benefit Life Company, Resolution
Life Inc. may acquire directors and officers insurance, which may include
indemnification for liability arising under the Securities Act of 1933.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the even that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.

Item 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

16(a)

Exh. No. Description

1        Form of Principal Underwriting Agreement. Incorporated herein by
         reference to Post-Effective Amendment to Form N-4 for Lincoln Benefit
         Life Variable Annuity Account (File No. 333-50545, 811-07924) filed
         January 28, 1999

1(a)     Amended and Restated Principal Underwriting Agreement by and between
         Lincoln Benefit Life Company and Allstate Distributors, LLC, effective
         April 1, 2014.  Filed herewith.

3(i)     Amended and Restated Articles of Incorporation of Lincoln Benefit Life
         Company dated September 26, 2000. Incorporated herein by reference to
         Exhibit 3(i) to Lincoln Benefit Life Company's Quarterly Report on Form
         10-Q for quarter ended March 31, 2002. (SEC File No. 333-111553)

3(ii)    Amended and Restated By-Laws of Lincoln Benefit Life Company effective
         March 10, 2006. Incorporated herein by reference to Exhibit 3.2 to
         Lincoln Benefit Life Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2006. (SEC File No. 333-111553)

4(a)     Form of Variable Annuity Contract. Incorporated herein by reference to
         Registration Statement on Form N-4 for Lincoln Benefit Life Variable
         Annuity Account (File No. 333-82427, 811-07924) filed July 8, 1999

4(b)     Form of Application. Incorporated herein by reference to Registration
         Statement on Form N-4 for Lincoln Benefit Life Variable Annuity Account
         (File No. 333-82427, 811-07924) filed July 8, 1999

5(a)     Opinion and Consent of Counsel regarding legality. Incorporated herein
         by reference to Post-Effective Amendment to Form S-3 on Form S-1 for
         Lincoln Benefit Life Variable Annuity Account (File No. 333-88045)
         filed April 6,2000.

5(b)     Opinion and Consent of Counsel regarding legality. Incorporated herein
         by reference to Registrant's Form S-3 Registration Statement (File No.
         333-158181) dated March 24, 2009.

5(c)     Opinion and Consent of Counsel regarding legality. (Incorporated by
         reference to Registrant's Form S-1 Registration Statement (File No.
         333-180371) dated March 27, 2012)

8        None

9        None

10       Material Contracts

10.1     Form of Investment Management Agreement among Allstate Investments,
         LLC, Allstate Insurance Company, The Allstate Corporation and certain
         affiliates effective January 1, 2007. Incorporated herein by reference
         to Exhibit 10.12 to Allstate Life Insurance Company's Annual Report on
         Form 10-K for 2007. (SEC File No. 000-31248)

10.2     Form of Tax Sharing Agreement by and among The Allstate Corporation and
         certain affiliates dated as of November 12, 1996. Incorporated herein
         by reference to Exhibit 10.24 to Allstate Life Insurance Company's
         Annual Report on Form 10-K for 2007. (SEC File No. 000-31248)

10.3     Supplemental Intercompany Tax Sharing Agreement between Allstate Life
         Insurance Company and Lincoln Benefit Life Company effective December
         21, 2000. Incorporated herein by reference to Exhibit 10.3 to Lincoln
         Benefit Life Company's Annual Report on Form 10-K for the year ended
         December 31, 2008. (SEC File No. 333-111553)

10.4     Form of Amended and Restated Service and Expense Agreement between
         Allstate Insurance Company, The Allstate Corporation and certain
         affiliates effective January 1, 2004. Incorporated herein by reference
         to Exhibit 10.1 to Allstate Life Insurance Company's Annual Report on
         Form 10-K for 2007. (SEC File No. 000-31248)

10.5     Form of Amendment No. 1 effective January 1, 2009 to Amended and
         Restated Service and Expense Agreement between Allstate Insurance
         Company, The Allstate Corporation and certain affiliates dated as of
         January 1, 2004. Incorporated herein by reference to Exhibit 10.1 to
         Allstate Life Insurance Company's Current Report on Form 8-K filed
         February 17, 2010. (SEC File No. 000-31248)

10.6     Letter Agreement among Allstate Insurance Company, The Allstate
         Corporation and certain affiliates, including Lincoln Benefit Life
         Company, effective December 1, 2007. Incorporated herein by reference
         to Exhibit 10.1 to Allstate Life Insurance Company's Current Report on
         Form 8-K filed May 23, 2008. (SEC File No. 000-31248)

10.7     Administrative Services Agreement between Lincoln Benefit Life Company
         and Allstate Life Insurance Company effective June 1, 2006.
         Incorporated herein by reference to Exhibit 10.1 to Lincoln Benefit
         Life Company's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2006. (SEC File No. 333-111553)

10.8     Principal Underwriting Agreement by and among Lincoln Benefit Life
         Company and Allstate Distributors, LLC (ALFS, Inc., merged with and
         into Allstate Distributors, LLC effective September 1, 2011) effective
         November 25, 1998. (Variable Universal Life Account). Incorporated
         herein by reference to Exhibit 10.6 to Lincoln Benefit Life Company's
         Quarterly Report on Form 10-Q for quarter ended June 30, 2002. (SEC
         File No. 333-66452)

10.9     Amended and Restated Principal Underwriting Agreement between Lincoln
         Benefit Life Company and Allstate Distributors, LLC (ALFS, Inc. merged
         with and into Allstate Distributors, LLC effective September 1, 2011)
         effective June 1, 2006. Incorporated herein by reference to Exhibit
         10.1 to Lincoln Benefit Life Company's Current Report on Form 8-K filed
         December 20, 2007. (SEC File No. 333-111553)

10.10    Selling Agreement between Lincoln Benefit Life Company, Allstate
         Distributors, LLC (ALFS, Inc., f/k/a Allstate Financial Services, Inc.,
         merged with and into Allstate Distributors, LLC effective September 1,
         2011) and Allstate Financial Services, LLC (f/k/a LSA Securities, Inc.)
         effective August 2, 1999. Incorporated herein by reference to Exhibit
         10.8 to Allstate Life Insurance Company's Annual Report on Form 10-K
         for 2003. (SEC File No. 000-31248)

10.11    Coinsurance Agreement between Allstate Life Insurance Company and
         Lincoln Benefit Life Company, effective December 31, 2001. Incorporated
         herein by reference to Exhibit 10.11 to Lincoln Benefit Life Company's
         Quarterly Report on Form 10-Q for quarter ended June 30, 2002. (SEC
         File No. 333-66452)

10.12    Modified Coinsurance Agreement between Allstate Life Insurance Company
         and Lincoln Benefit Life Company, effective December 31, 2001.
         Incorporated herein by reference to Exhibit 10.12 to Lincoln Benefit
         Life Company's Quarterly Report on Form 10-Q for quarter ended June 30,
         2002. (SEC File No. 333-111553)

10.13    Modified Coinsurance Agreement between Allstate Life Insurance Company
         and Lincoln Benefit Life Company, effective December 31, 2001.
         Incorporated herein by reference to Exhibit 10.13 to Lincoln Benefit
         Life Company's Quarterly Report on Form 10-Q for quarter ended June 30,
         2002. (SEC File No. 333-66452)

10.14    Intercompany Loan Agreement between The Allstate Corporation, Allstate
         Life Insurance Company, Lincoln Benefit Life Company and other certain
         subsidiaries of The Allstate Corporation dated February 1, 1996.
         Incorporated herein by reference to Exhibit 10.24 of Allstate Life
         Insurance Company's Annual Report on Form 10-K for 2006. (SEC File No.
         000-31248)

10.15    Form of Service Agreement between Lincoln Benefit Life Company and
         Allstate Assignment Company effective June 25, 2001. Incorporated
         herein by reference to Exhibit 10.22 of Lincoln Benefit Life Company's
         Annual Report on Form 10-K for 2007. (SEC File No. 333-111553)

10.16    First Amendment dated December 1, 2007 to Service Agreement between
         Lincoln Benefit Life Company and Allstate Assignment Company dated as
         of June 25, 2001. Incorporated herein by reference to Exhibit 10.23 of
         Lincoln Benefit Life Company's Annual Report on Form 10-K for 2007.
         (SEC File No.333-111553)

10.17    Agreement for the Settlement of State and Local Tax Credits among
         Allstate Insurance Company and certain affiliates effective January 1,
         2007. Incorporated herein by reference to Exhibit 10.1 to Lincoln
         Benefit Life Company's Current Report on Form 8-K filed February 21,
         2008. (SEC File No. 333-111553)

10.18    Administrative Services Agreement between Allstate Distributors, LLC,
         (ALFS, Inc., merged with and into Allstate Distributors, LLC effective
         September 1, 2011) Allstate Life Insurance Company, Lincoln Benefit
         Life Company and Charter National Life Insurance Company effective
         January 1, 2000. Incorporated herein by reference to Exhibit 10.22 to
         Lincoln Benefit Life Company's Annual Report on Form 10-K for the year
         ended December 31, 2008. (SEC File No. 333-111553)

10.19    Assignment & Delegation of Administrative Services Agreements,
         Underwriting Agreements, and Selling Agreements entered into as of
         September 1, 2011 between ALFS, Inc., Allstate Life Insurance Company,
         Allstate Life Insurance Company of New York, Allstate Distributors,
         LLC, Charter National Life Insurance Company, Intramerica Life
         Insurance Company, Allstate Financial Services, LLC, and Lincoln
         Benefit Life Company. Incorporated herein by reference to Exhibit 10.1
         to Allstate Life Insurance Company's Current Report on Form 8-K filed
         September 1, 2011. (SEC File No. 000-31248)

10.20    Reinsurance Agreement between Lincoln Benefit Life Company and Lincoln
         Benefit Reinsurance Company effective September 30, 2012, Incorporated
         herein by reference to Exhibit 10.1 to Allstate Life Insurance
         Company's Current Report on Form 8-K filed October 3, 2012.(SEC File
         No. 000-31248)

10.21    Recapture Agreement between Allstate Life Insurance Company ("ALIC")
         and Lincoln Benefit Life Company ("LBL"), effective September 30, 2012.
         Incorporated herein by reference to Lincoln Benefit Life Company's Form
         S-1 Post-Effective Amendment No. 1 to Registration Statement filed on
         April 3, 2013.(SEC File No. 333-180372)

10.22    Voluntary Separation Agreement and Release by and between Allstate
         Insurance Company and Anurag Chandra, dated October 17, 2013. Filed
         herewith.

10.23    Voluntary Separation Agreement and Release by and between Allstate
         Insurance Company and Lawrence W. Dahl, dated August 1, 2013. Filed
         herewith.

10.24    Administrative Services Agreement by and between Lincoln Benefit Life
         Company and Allstate Life Insurance Company, effective April 1, 2014.
         Filed herewith.

10.25    Amended and Restated Reinsurance Agreement by and between Lincoln
         Benefit Life Company and Allstate Life Insurance Company, effective
         April 1, 2014.  Filed herewith.

10.26    Partial Commutation Agreement by and between Allstate Life Insurance
         Company and Lincoln Benefit Life Company, effective April 1, 2014.
         Filed herewith.

11       None

12       None

15       Not applicable.

16       Letter re: change in certifying accountant. Not applicable.

21       Subsidiaries of the registrant. Not applicable.

23       Consent of Independent Registered Public Accounting Firm. Filed
         herewith.

24       Powers of Attorney for Richard Carbone, Clive Cowdery, Ann Frohman,
         Jon Hack, Robert Stein and Grace Vandecruze. Filed herewith.

25       None

26       None

99       Experts. Filed herewith.

Exhibit List for XBRL Docs:

101.INS  XBRL Instance Document

101.SCH  XBRL Taxonomy Extension Schema

101.CAL  XBRL Taxonomy Extension Calculation Linkbase

101.DEF  XBRL Taxonomy Extension Definition Linkbase

101.LAB  XBRL Taxonomy Extension Label Linkbase

101.PRE  XBRL Taxonomy Extension Presentation Linkbase

16(b)

Financial statement schedules required by Regulation S-X (17 CFR Part 210) and
Item 11(e) of Form S-1 are included in Part I.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;

(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the determining of any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;

(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted in directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York in the State of
New York on April 4, 2014.

                                             LINCOLN BENEFIT LIFE COMPANY
                                             (Registrant)

                                             By:  /s/ W. Weldon Wilson
                                                  ------------------------------
                                                  W. Weldon Wilson
                                                  Director, Chief Executive
                                                  Officer and Secretary

Pursuant to the Securities Act of 1933, this Registration Statement has been
signed below by the following directors and principal officers of Lincoln
Benefit Life Company in the capacities indicated on the 4th day of April, 2014.

(Signature)            (Title)
-----------            -------

*/ Richard Carbone     Director
--------------------
Richard Carbone

*/ Clive Cowdery       Director
--------------------
Clive Cowdery

*/ Ann Frohman         Director
--------------------
Ann Frohman

*/ Jon Hack            Director
--------------------
Jon Hack

*/ Robert Stein        Director
--------------------
Robert Stein

*/ Grace Vandecruze    Director
--------------------
Grace Vandecruze

/s/ W. Weldon Wilson   Director, Chief Executive Officer and Secretary
--------------------   (principal executive officer)
W. Weldon Wilson

/s/ Robyn Wyatt        Chief Financial Officer, Treasurer and Executive
--------------------   Vice President (principal financial officer and
Robyn Wyatt            principal accounting officer)

* By Robyn Wyatt, pursuant to Power of Attorney

                                    EXHIBITS

Exhibit No.   Description
-----------   -----------
1(a)          Amended and Restated Principal Underwriting Agreement by and
              between Lincoln Benefit Life Company and Allstate Distributors,
              LLC, effective April 1, 2014.

10.22         Voluntary Separation Agreement and Release by and between Allstate
              Insurance Company and Anurag Chandra, dated October 17, 2013.

10.23         Voluntary Separation Agreement and Release by and between Allstate
              Insurance Company and Lawrence W. Dahl, dated August 1, 2013.

10.24         Administrative Services Agreement by and between Lincoln Benefit
              Life Company and Allstate Life Insurance Company, effective April
              1, 2014.

10.25         Amended and Restated Reinsurance Agreement by and between Lincoln
              Benefit Life Company and Allstate Life Insurance Company,
              effective April 1, 2014.

10.26         Partial Commutation Agreement by and between Allstate Life
              Insurance Company and Lincoln Benefit Life Company, effective
              April 1, 2014.

23            Consent of Independent Registered Public Accounting Firm

24            Powers of Attorney for Richard Carbone, Clive Cowdery, Ann
              Frohman, Jon Hack, Robert Stein and Grace Vandecruze.

99            Experts.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

EX-1.(A)

                                                                   Exhibit 1(a)

                                                              EXECUTION VERSION

             AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT

   This Amended and Restated Principal Underwriting Agreement (hereinafter this
"Agreement"), effective as of April 1, 2014 (the "Effective Date"), is made and
entered into by and between Lincoln Benefit Life Company ("LBL"), a life
insurance company organized under the laws of the State of Nebraska, on its own
behalf and on behalf of the variable universal life separate account(s) set
forth on Schedule A (each such account herein referred to as an "Account"), and
Allstate Distributors, LLC ("ADLLC"), a limited liability company organized
under the laws of the state of Delaware. Collectively, LBL and ADLLC are
referenced herein as the "Parties" or singularly as the "Party" if so required
by the context. Capitalized terms used herein without definition shall have the
meanings given to them in the Stock Purchase Agreement (as defined below).

   WHEREAS, ADLLC has acted as the principal underwriter for the Variable
Universal Life Policies set forth on Schedule B (together with any new Variable
Universal Life Policies sold in accordance with the terms hereof, the
"Policies");

   WHEREAS, certain of the Policies were sold by registered representatives of
Allstate Financial Services, LLC and its predecessors ("AFS") (such Policies
being defined herein as the "Allstate-sold Policies"), and other Policies were
sold by registered representatives of Selling Broker-Dealers (as defined
below), which are unaffiliated with ADLLC and AFS (the "MBA-sold Policies",
which, together with the Allstate-sold Policies, comprise all of the Policies).
(For clarity, the Allstate-sold Policies comprise all of the Policies reinsured
by Allstate Life Insurance Company ("ALIC") under the Amended and Restated
Reinsurance Agreement by and between ALIC and LBL, dated as of April 1, 2014
(the "Reinsurance Agreement"), which is being entered into in connection with
the transactions contemplated by that certain Stock Purchase Agreement by and
among Allstate Life Insurance Company, Resolution Life Holdings, Inc. and,
solely for purposes of Section 5.25 and Article X thereto, Resolution Life
L.P., dated July 17, 2013, as amended (the "Stock Purchase Agreement"));

   WHEREAS, the Parties intend to discontinue the sale of new Policies for
which ADLLC will act as principal underwriter effective as of the Effective
Date hereof, excepting (i) new Policies to be sold by registered
representatives of AFS and issued by LBL as provided under that certain
Administrative Services Agreement by and between LBL and ALIC, dated as of the
Effective Date (the "Administrative Services Agreement"), which is being
entered into in connection with the transactions contemplated by the Stock
Purchase Agreement and also governed under a Selling Agreement previously
entered into between LBL and AFS, and (ii) new Policies sold to holders of
MBA-sold Policies as required by Applicable Law or the terms of any policy or
contract issued by LBL (a "Covered Subsequent MBA-sold Policy", and any other
MBA-sold Policy issued by the Company after the Effective Date, a "Non-Covered
Subsequent MBA-sold Policy");

   WHEREAS, the Parties desire to amend and restate any and all previous
Principal Underwriting Agreements or arrangements between the Parties with
respect to the Policies, including the Principal Underwriting Agreement dated
November 25, 1998, as amended (the "Principal Underwriting Agreement");



   WHEREAS, LBL confirms its grant to ADLLC of the right to be and ADLLC agrees
to serve as Principal Underwriter for the Policies during the term of this
Agreement;

   NOW THEREFORE, in consideration of the mutual promises and covenants
exchanged by the Parties in this Agreement, the Parties hereby amend and
restate the Principal Underwriting Agreement as follows:

                                  ARTICLE I.
                         ADLLC DUTIES AND OBLIGATIONS

   Section 1.01. ADLLC shall serve as principal underwriter and distributor for
the Policies, other than the Non-Covered Subsequent MBA-sold Policies. ADLLC
represents and warrants that it is a broker-dealer registered with the United
States Securities and Exchange Commission ("SEC") under the Securities Exchange
Act of 1934, as amended (the "1934 Act") and a member of the Financial Industry
Regulatory Authority ("FINRA").

   Section 1.02. ADLLC shall be duly registered or licensed or otherwise
qualified under the insurance and securities laws of the states in which the
Policies are authorized for sale.

   Section 1.03. ADLLC proposes to continue to act as principal underwriter on
an agency best efforts basis in the distribution of the Policies other than the
Non-Covered Subsequent MBA-sold Policies. ADLLC shall not, and shall cause AFS
to not permit its registered representatives to, sell new Policies effective as
of the Effective Date hereof, excepting new Policies (i) to be sold by
registered representatives of AFS and issued by LBL as provided under the
Administrative Services Agreement (such newly sold Policies shall be
Allstate-sold Policies hereunder) and (ii) Covered Subsequent MBA-sold
Policies. For clarity, without ADLLC's prior written consent, ADLLC shall not
be obligated to serve as principal underwriter of new Policies sold through the
Selling Broker-Dealers, other than for the Covered Subsequent MBA-sold
Policies. ADLLC shall not be obligated to promote the sale of new Policies by
the Selling Broker-Dealers or to seek to enroll additional broker-dealers to
become Selling Broker-Dealers. ADLLC will use commercially reasonable efforts
on a continuing basis to provide information and related servicing activity to
its registered representatives and to licensed insurance agents and registered
representatives of the Selling Broker-Dealers, as defined herein. For purposes
of this Agreement, "Selling Broker-Dealer" shall mean those broker-dealers,
other than AFS, that (i) as of the Effective Date have a selling agreement with
LBL with respect to any Policy, and (ii) any additional selling broker-dealer
unaffiliated with ADLLC that, after the Effective Date, enters into a selling
agreement with LBL with respect to the Policies in accordance with Section 1.06
of this Agreement, in each case while such selling agreement remains in effect.

   Section 1.04. ADLLC shall be responsible for compliance with the
requirements of state broker-dealer regulations and the 1934 Act as each
applies to ADLLC in connection with its duties as underwriter and distributor
of the Policies. ADLLC shall, at all times during the term hereof, remain duly
registered as a broker-dealer under the 1934 Act and a member in good standing
of FINRA. Moreover, ADLLC shall conduct its affairs in accordance with FINRA's
Rules of Fair Practice.

                                     - 2 -



   Section 1.05. As a principal underwriter, ADLLC shall permit the sale of the
Policies only by and through persons who are appropriately licensed under the
securities laws and who are appointed in writing by LBL to be authorized
insurance agents (unless such persons are exempt from such licensing and
appointment requirements). As needed to fulfill ADLLC's functions under this
Agreement, ADLLC is hereby specifically authorized to obtain and maintain
licenses for its registered representatives and to, in its sole discretion,
terminate, or refuse to renew the appointment of, registered representatives on
behalf of LBL. ADLLC shall pay all state insurance appointment fees with
respect to its registered representatives. ADLLC shall not appoint a registered
representative unless such registered representative is duly licensed as an
insurance agent in the state(s) in which such person is proposed to engage in
services under this Agreement where such state insurance license is required.
ADLLC shall be responsible for its registered representatives' compliance with
state insurance agent licensing laws in applicable states.

   Section 1.06. Subject to agreement with LBL, ADLLC may enter into new
selling agreements with Selling Broker-Dealers relating to the Policies. Any
such broker-dealer shall be a member in good standing of FINRA, registered with
the SEC under the 1934 Act and authorized by Applicable Law to sell variable
life insurance policies. Any such contractual arrangement is expressly made
subject to this Agreement. ADLLC will at all times be responsible to LBL for
supervision of compliance by ADLLC's personnel with federal securities laws
regarding distribution of the Policies. ADLLC shall ensure that each of its
officers, employees, agents or representatives who is required by law or
regulation to be registered with the SEC, FINRA or any applicable state
securities regulatory authority to provide services with respect to the
Policies on behalf of ADLLC will be so registered.

                                  ARTICLE II.
                         LBL'S DUTIES AND OBLIGATIONS

   Section 2.01. LBL validly exists as a stock life insurance company in good
standing under the laws of the State of Nebraska, and has been duly qualified
for the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties or conducts any LBL
business.

   Section 2.02. LBL represents and agrees that:

       (a) All amendments to the registration statements for each of the
Policies identified in Schedule B will be forwarded to ADLLC at the time that
they are filed with the SEC; and

       (b) Each Account is a duly organized, validly existing separate account.

   Section 2.03. LBL agrees that each registration statement in respect of the
MBA-sold Policies and the Covered Subsequent MBA-sold Policies and any further
amendment or supplements thereto that becomes effective after the Effective
Date, when they become effective, will conform in all material respects to the
requirements of the 1933 Act and the rules and regulations thereunder and will
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this covenant shall not apply to any
statement or omission made in reliance upon and in conformity with information
furnished in writing to LBL by



ADLLC or its Affiliates expressly for use therein.

   Section 2.04. LBL shall be responsible for the licensing and appointing of
registered representatives of Selling Broker-Dealers as required by state
insurance laws. For clarity, ADLLC shall not be responsible for licensing and
appointment fees for personnel of the Selling Broker-Dealers.

   Section 2.05. ADLLC acknowledges that (a) while the Administrative Services
Agreement is in effect, ALIC will be responsible for the performance on behalf
of LBL of LBL's obligations under this Agreement, to the extent required under
the Administrative Services Agreement, with respect to the Allstate-sold
Policies, and (b) while the Transition Services Agreement is in effect, ALIC
will be responsible for the performance on behalf of LBL of LBL's obligations
under this Agreement, to the extent required under the Transition Services
Agreement, with respect to the MBA-sold Policies and the Covered Subsequent
MBA-sold Policies.

                                 ARTICLE III.
                                    RECORDS

   Section 3.01.

   (a) ADLLC shall keep, in a manner and form approved by LBL and in accordance
with Rules 17a-3 and 17a-4 under the 1934 Act, accurate records and books of
account as required to be maintained by a registered broker-dealer, acting as
principal underwriter, of all transactions entered into on behalf of LBL with
respect to the Parties' activities under this Agreement ("Transaction
Records"). ADLLC shall make such records of account available for inspection by
the SEC, FINRA or, to the extent required by Applicable Law, any other
Governmental Entity with jurisdiction over the Policies, ADLLC or LBL, and LBL
shall have the right to inspect, make copies of or take possession of
Transactions Records at any time upon reasonable advance notice.

   (b) LBL shall keep and maintain systems and records concerning transactions
entered into on behalf of LBL with respect to the Parties' activities
hereunder, and shall provide ADLLC with ongoing access to such systems and
records upon reasonable advance notice as reasonably necessary to enable ADLLC
to perform its obligations as principal underwriter and distributor of the
Policies under this Agreement and comply with its obligations to maintain
Transaction Records in compliance with Rules 17a-3 and 17a-4 under the 1934 Act
and Section 3.01(a) of this Agreement. The systems and records to be maintained
by LBL hereunder include, without limitation, records relating to the Policies
maintained on behalf of ADLLC prior to the effective date of this Agreement. In
addition, LBL shall furnish ADLLC with copies of the records maintained by LBL
hereunder within five (5) business days of ADLLC's request, to the extent
copies of such records are not also in the possession of ADLLC, as required in
order to enable ADLLC to make such records available for inspection by the SEC,
FINRA or, to the extent required by Applicable Law, any other Governmental
Entity with jurisdiction over the Policies, ADLLC or LBL, and ADLLC shall have
the right to inspect, make copies of such records at any time upon reasonable
advance notice.

   Section 3.02. Subject to applicable SEC or FINRA restrictions, LBL will send
confirmations of Policy transactions to Policy owners. LBL will make such
confirmations and records of transactions available to ADLLC upon request. LBL
will also maintain Policy owner records on behalf of ADLLC to the extent
permitted by applicable securities law.

   Section 3.03. ADLLC and LBL shall keep confidential the records, books of
account and



other information ("Records") concerning the Policy owners, annuitants,
insureds, beneficiaries or any persons who have rights arising out of the
Policy. ADLLC or LBL may disclose the Records and such information only if the
other has authorized disclosure or if the disclosure is required by Applicable
Law. In the event ADLLC or LBL is served with a subpoena, court order or demand
from a regulatory organization which mandates disclosure of the Records or such
information, such Party must notify the other and allow such other Party
sufficient time to authorize disclosure or to intervene in the judicial
proceeding or matter so as to protect the other Party's interests.

   Section 3.04. For the purpose of determining the other Party's compliance
with this Agreement, each Party to this Agreement shall have reasonable access
during normal business hours to any Records which are maintained by the other
Party.

   Section 3.05. Both LBL and ADLLC agree to keep all information required by
Applicable Laws, to maintain the books, accounts and records as to clearly and
accurately disclose the precise nature and details of the transaction and to
assist one another in the timely preparation of any reports required by
Applicable Law.

   Section 3.06. ADLLC and LBL shall furnish to the other any reports and
information which the other may request for the purpose of meeting reporting
and recordkeeping requirements under the laws of Nebraska or any other state or
jurisdiction.

                                  ARTICLE IV.
                                SALES MATERIALS

   Section 4.01. ADLLC will utilize the currently effective prospectus relating
to the Policies in connection with ADLLC's underwriting, marketing and
distribution efforts. As to other types of sales material, ADLLC hereby agrees
and will require Selling Broker-Dealers to agree to use only sales materials,
if any, which have been authorized for use by LBL, which conform to the
requirements of federal and state laws and regulations, and which have been
filed where necessary with the appropriate regulatory authorities including
FINRA.

   Section 4.02. ADLLC will not distribute any prospectus, sales literature, if
any, or any other printed matter or material in the underwriting and
distribution of any Policy if, to the knowledge of ADLLC, any of the foregoing
misstates the duties, obligation or liabilities of LBL or ADLLC.

                                  ARTICLE V.
                     EXPENSE REIMBURSEMENT & COMPENSATION

   Section 5.01. Expense Reimbursement. LBL agrees to reimburse ADLLC for
direct expenses incurred by ADLLC on behalf of LBL. Such direct expenses shall
include, but not be limited to, (a) commissions and trail commissions payable
under selling agreements in connection with the Policies among broker-dealers,
LBL and ADLLC, (b) the costs of goods and services purchased from outside
vendors, (c) travel expenses and (d) state and federal regulatory fees incurred
on behalf of LBL. ADLLC shall present a statement after the end of each quarter
with respect to expense reimbursement as provided in this Section 5.01 and the
apportionment of other services rendered and the direct expenses incurred in
connection therewith. Settlements are due and payable quarterly in arrears
within thirty (30) days. For clarity, the Parties acknowledge that: (a) ALIC
has reinsured the Allstate-sold Policies pursuant to the Reinsurance Agreement
and, while the Reinsurance Agreement is in effect, LBL's reimbursement
obligations under this



Section 5.01 with respect to the Allstate-sold Policies are General Account
Liabilities reinsured under the Reinsurance Agreement; and (b) ALIC, as
administrator of the Allstate-sold Policies under the Administrative Services
Agreement, has assumed the administration of such Policies and as such is
responsible for administration of such expense reimbursement payments while
such Agreement is in effect.

   Section 5.02. Compensation. ADLLC shall receive compensation in the amount
of 25.0 basis points per premium dollar received by LBL in connection with
additional premium collected after the Effective Date of this Agreement under
MBA-sold Policies, which amount shall be paid by LBL quarterly in arrears
within thirty (30) days following presentment by ADLLC of a statement with
respect to such compensation amount.

                                  ARTICLE VI.
                               ADDITIONAL TERMS

   Section 6.01. ADLLC will ensure that the Policies sold and/or serviced
hereunder by ADLLC or the Selling-Broker-Dealers shall be sold and serviced, in
all material respects, on the terms described in the currently effective
prospectus describing such Policies, to the extent applicable.

   Section 6.02. LBL will assure that the Policies are continuously registered
under the Securities Act of 1933 (the "1933 Act") (and under any applicable
state "blue sky" laws) and file for approval under state insurance laws when
required by Applicable Law.

                                 ARTICLE VII.
                         LEGAL AND REGULATORY ACTIONS

   Section 7.01. Each Party agrees to promptly advise the other Party upon
becoming aware of:

       (a)the institution of any proceeding, investigation or hearing involving
          the offer or sale of the Policies;

       (b)any request by the SEC for amendment of the registration statements
          or for additional information relating to the Policies;

       (c)the issuance by the SEC of any stop order suspending the
          effectiveness of the registration statements relating to the Policies
          or the initiation of any proceedings for that purpose; and

       (d)the happening of any known material event which makes untrue any
          statement made in the registration statements relating to the
          Policies or which requires the making of a change therein in order to
          make any statement made therein not misleading.

   Section 7.02. During any legal action or inquiry, each Party will furnish to
the other Party such information with respect to the Policies in such form and
signed by such of its officers as the other Party may reasonably request;
provided that none of the Parties shall be required to provide to the other
Party any information that is subject to privilege, confidentiality obligations
or as otherwise provided by Applicable Law.

   Section 7.03. If changes in securities, insurance laws or regulations could
reasonably



be expected to affect the administration of Policies pursuant to this
Agreement, each Party shall notify the other within a reasonable time after it
receives notice of those changes. Such notice shall be in writing except, if
circumstances so require, the notice may be communicated by telephone or
facsimile and confirmed in writing.

   Section 7.04. Each Party hereto shall, except to the extent their interests
are adverse, reasonably cooperate in all insurance or securities regulatory
investigations, proceedings and inquiries and in all judicial proceedings
concerning any other Party hereto or any of its parents or affiliates with
respect to the Policies. Each Party hereto shall reasonably cooperate in
investigating and responding to all customer complaints with respect to the
Policies received by another party.

                                 ARTICLE VIII.
                                  TERMINATION

   Section 8.01.

       (a) Either Party may terminate this Agreement, without penalty, only
with respect to the MBA-sold Policies and Covered Subsequent MBA-sold Policies,
upon 180 days' prior written notice to the other Party effective on or after
the five-year anniversary of the Effective Date.

       (b) ADLLC may terminate this Agreement without penalty, with respect to
the MBA-sold Policies and Covered Subsequent MBA-sold Policies upon a change of
control of LBL.

       (c) Subject to Section 8.04, this Agreement shall terminate, without
penalty, upon the earliest of the following:

          (i) The mutual written consent of the parties;

          (ii) Written notice of one Party to the other Party in the event of
   bankruptcy or insolvency of the Party to which notice is given;

          (iii) The suspension or revocation of any material license or permit
   held by a Party by the appropriate governmental agency or authority;
   however, such termination shall extend only to the jurisdiction(s) where the
   Party is prohibited from doing business; or

          (iv) The finding by any court or regulatory body in a formal
   proceeding of material wrongdoing by a Party in connection with its duties
   under this Agreement.

   Section 8.02. This Agreement may also be terminated at any time by LBL with
respect to the MBA-sold Policies and the Covered Subsequent MBA-sold Policies.

   Section 8.03. Subject to Section 8.05, if either Party breaches this
Agreement or is in default in the performance of any of its duties and
obligations hereunder (the "Defaulting Party"), the non-defaulting Party may
give written notice thereof to the Defaulting Party, and if such breach or
default is not remedied within sixty (60) days after such written notice is
given, then the non-defaulting Party may terminate this Agreement by giving
thirty (30) days' prior written notice of such termination to the Defaulting
Party.



   Section 8.04. The Parties agree to cooperate and give reasonable assistance
to one another in effecting an orderly transition following termination.

   Section 8.05. While the Reinsurance Agreement is in effect, (a) this
Agreement may not be terminated with respect to the Allstate-sold Policies
without ADLLC's prior written consent and (b) any termination pursuant to
Sections 8.01 and 8.03 shall be effective only with respect to the MBA-sold
Policies and the Covered Subsequent MBA-sold Policies. If the Reinsurance
Agreement is no longer is in effect, this Agreement may be terminated with
respect to the Allstate-sold Policies on 180 days' prior written notice by one
Party to the other Party, in addition to the termination circumstances set
forth in Section 8.01 and 8.03 hereof.

                                  ARTICLE IX.
                                INDEMNIFICATION

   Section 9.01. Indemnification by ADLLC. ADLLC shall indemnify and hold
harmless LBL, and each person who controls or is associated with it within the
meaning of such term under the federal securities laws, and any officer,
director, employee or agent of the foregoing (collectively, the "LBL
Indemnified Parties"), against any and all Indemnifiable Losses arising out of
or based upon (a) the failure of ADLLC to perform any of its obligations
hereunder, (b) any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, contained in
any registration statement or prospectus or other product materials relating to
any Policy or any interest offered under any Policy or any amendment thereof,
to the extent such statement was prepared by ADLLC or is furnished in writing
by or on behalf of ADLLC after the date hereof and expressly designated for use
by LBL in the preparation of such registration statement, prospectus or
materials, (c) the inaccuracy of any warranty or representation of ADLLC herein
in any material respect, (d) any claim for compensation by any of its
registered representatives or any of its officers, employees, agents or
representatives, (e) any claim for compensation under any selling agreement
between LBL and AFS or any of its registered representatives or their
respective officers, employees, agents or representatives, (f) any negligence
or willful misconduct or violation of Applicable Law by ADLLC or any of its
associated persons in performing ADLLC's obligations hereunder with respect to
the Policies, and/or (g) any successful enforcement of this indemnity; provided
that, ADLLC shall have no obligation to indemnify any LBL Indemnified Party to
the extent such Indemnifiable Loss results from (i) any act or omission
resulting from the negligence or willful misconduct of LBL after the Effective
Date, or (ii) any violation by LBL of its obligations hereunder. This
indemnification will be in addition to any liability that ADLLC may otherwise
have hereunder at law or equity.

   Section 9.02. Indemnification by LBL. LBL shall indemnify and hold harmless
ADLLC and each person who controls or is associated with it within the meaning
of such term under the federal securities laws, and any officer, director,
employee or agent of the foregoing (collectively, the "ADLLC Indemnified
Parties"), against any and all Indemnifiable Losses arising out of or based
upon (a) the failure of LBL to perform any of its obligations hereunder,
(b) the inaccuracy of any warranty or representation of LBL herein in any
material respect, (c)(i) any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading,
contained in any registration statement or prospectus relating to an
Allstate-sold Policy or any interest offered under an Allstate-Sold Policy or
any amendment thereof, based on information



provided in writing by LBL or an Affiliate after the Effective Date expressly
for use by ALIC, as Administrator under the Administrative Services Agreement,
in the preparation of such registration statement or prospectus, and (ii) any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, contained in any
registration statement or prospectus or other product materials relating to an
MBA-sold Policy or any interest offered under an MBA-sold Policy or any
amendment thereof, except to the extent such statement or omission was made in
reliance upon and in conformity with information furnished in writing to LBL by
ADLLC or its Affiliates after the date hereof expressly for use therein;
(d) any negligence or willful misconduct or violation of Applicable Law by LBL
and/or any of its officers, employees, agents or representatives in performing
its obligations hereunder with respect to the Policies, and/or (e) any
successful enforcement of this indemnity; provided that, (x) LBL shall have no
obligation to indemnify any ADLLC Indemnified Party to the extent such
Indemnifiable Loss results from (i) any act or omission resulting from the
negligence or willful misconduct of ADLLC after the Effective Date, or (ii) any
violation by ADLLC of its obligations hereunder; and (y) LBL shall have no
obligation under this Section 9.02 to indemnify any ADLLC Indemnified Party for
any Indemnifiable Loss to the extent that such Indemnifiable Loss was caused by
ALIC in its performance of services on behalf of LBL under the Administrative
Services Agreement. This indemnification will be in addition to any liability
that LBL may otherwise have hereunder at law or equity.

   Section 9.03. Definitions. As used in this Agreement:

       "Indemnitee" means any Person entitled to indemnification under this
Agreement;

       "Indemnitor" means any Person required to provide indemnification under
this Agreement;

       "Indemnifiable Losses" means any and all damages, losses, Liabilities,
obligations, costs and expenses (including reasonable attorneys' fees and
expenses); provided, that any Indemnity Payment (x) shall in no event include
any amounts constituting punitive damages relating to the breach or alleged
breach of this Agreement (except to the extent actually paid to a third party
in connection with a Third Party Claim) and (y) and shall be net of any amounts
recovered by or recoverable by the Indemnitee for the Indemnifiable Losses for
which such Indemnity Payment is made under any insurance policy, reinsurance
agreement, warranty or indemnity or otherwise from any Person other than a
Party hereto, and the Indemnitee shall promptly reimburse the Indemnitor for
any such amount that is received by it from any such other Person with respect
to an Indemnifiable Loss after any indemnification with respect thereto has
actually been paid pursuant to this Agreement;

       "Indemnity Payment" means any amount of Indemnifiable Losses required to
be paid pursuant to this Agreement; and

       "Third Party Claim" means any claim, action, suit, or proceeding made or
brought by any Person that is not an Indemnitee.



   Section 9.04. Applicability of Stock Purchase Agreement. The procedures set
forth in Section 7.5 of the Stock Purchase Agreement shall apply to Losses
indemnified under this Article IX.

   Section 9.05. No Duplication. To the extent that an Indemnitee has received
payment in respect of an Indemnifiable Loss pursuant to the provisions of any
other Transaction Agreement, such Indemnitee shall not be entitled to
indemnification for such Indemnifiable Loss under this Agreement to the extent
of such payment.

                                  ARTICLE X.
                              GENERAL PROVISIONS

   Section 10.01. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by overnight courier (providing proof of delivery) to the Parties
at the following addresses (or at such other address for a Party as shall be
specified by like notice):

       (a)if to LBL:

          Lincoln Benefit Life Company
          Suite 300
          Columbia Centre I
          5600 North River Road
          Rosemont, Illinois 60018
          Attention: Simon Packer
          Phone: (847) 527-6700
          Email: simon.packer@resolutionlife.com

          with copies (which shall not constitute notice) to:

          Debevoise & Plimpton LLP
          919 Third Avenue
          New York, New York 10022
          Attention: Nicholas F. Potter
                     David Grosgold
          Email: nfpotter@debevoise.com

       (b)if to ADLLC:

          Allstate Distributors LLC
          3100 Sanders Road
          Northbrook, Illinois 60062-7154
          Attention: Maribel Gerstner
          Phone: (847) 402-3091
          Email: Maribel.Gerstner@allstate.com

          and:

          Allstate Life Insurance Company



          Attn: General Counsel
          3100 Sanders Road, Suite J5B
          Northbrook, Illinois 60062-7154

          with copies (which shall not constitute notice) to:

          Allstate Life Insurance Company
          3100 Sanders Road
          Northbrook, Illinois 60062
          Attention: Angela Fontana
          Phone: (847) 402-9365
          Email: afontana@allstate.com

          and:

          Willkie Farr & Gallagher LLP
          787 Seventh Avenue
          New York, New York 10019
          Attention: John M. Schwolsky
                     Alexander M. Dye
          Email: jschwolsky@willkie.com

Notice given by personal delivery or overnight courier shall be effective upon
actual receipt.

   Section 10.02. Interpretation. When a reference is made in this Agreement to
a Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated. All
references herein to any agreement, instrument, statute, rule or regulation are
to the agreement, instrument, statute, rule or regulation as amended, modified,
supplemented or replaced from time to time (and, in the case of statutes,
includes any rules and regulations promulgated under said statutes) and to any
section of any statute, rule or regulation including any successor to said
section. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Whenever the singular is used herein, the same shall include the
plural, and whenever the plural is used herein, the same shall include the
singular, where appropriate. Whenever the word "Dollars" or the "$" sign appear
in this Agreement, they shall be construed to mean United States Dollars, and
all transactions under this Agreement shall be in United States Dollars. This
Agreement has been fully negotiated by the parties hereto and shall not be
construed by any Governmental Entity against either Party by virtue of the fact
that such Party was the drafting Party.

   Section 10.03. Entire Agreement; Third Party Beneficiaries.

   (a) This Agreement (including all exhibits and schedules hereto) and the
other Transaction Agreements constitute the entire agreement, and supersede all
prior agreements, understandings, representations and warranties, both written
and oral, among the Parties with respect to the subject matter of this
Agreement.

   (b) Nothing herein shall be deemed to limit any obligations or liabilities
of ALIC or any of its Affiliates under the Reinsurance Agreement or the
Administrative Services Agreement or any other Transaction Agreements with
respect to the Allstate-sold Policies. Without limiting the foregoing, nothing
herein shall be deemed to limit ALIC's obligations under the



Administrative Services Agreement to perform obligations of LBL hereunder in
respect of the Allstate-sold Policies.

   (c) Except as set forth in Article IX with respect to the ADLLC Indemnified
Parties and the LBL Indemnified Parties, this Agreement is not intended to
confer upon any Person other than the parties hereto and their successors and
permitted assigns any rights or remedies.

   Section 10.04. Governing Law. This Agreement and any dispute arising
hereunder shall be governed by, and construed in accordance with, the laws of
the State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.

   Section 10.05. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise (other than by operation of law in a
merger), by either Party without the prior written consent of the other party,
and any such assignment that is not consented to shall be null and void;
provided that, with LBL's prior written consent (not to be unreasonably
withheld, conditioned or delayed), ADLLC may assign this Agreement to an
Affiliate that (a) is a broker-dealer registered with the SEC under the 1934
Act, a member in good standing of FINRA, (b) possesses such other material
licenses and registrations as may be necessary to perform ADLLC's obligations
hereunder, and (iii) agrees to assume all of ADLLC's obligations under this
Agreement. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.

   Section 10.06. Jurisdiction. Each of the Parties hereto hereby irrevocably
and unconditionally submits to the exclusive jurisdiction of any court of the
United States or any state court, which in either case is located in the City
and County of New York (each, a "New York Court") for purposes of enforcing
this Agreement or determining any claim arising from or related to the
transactions contemplated by this Agreement. In any such action, suit or other
proceeding, each of the Parties hereto irrevocably and unconditionally waives
and agrees not to assert by way of motion, as a defense or otherwise any claim
that it is not subject to the jurisdiction of any such New York Court, that
such action, suit or other proceeding is not subject to the jurisdiction of any
such New York Court, that such action, suit or other proceeding is brought in
an inconvenient forum or that the venue of such action, suit or other
proceeding is improper; provided, that nothing set forth in this sentence shall
prohibit any of the Parties hereto from removing any matter from one New York
Court to another New York Court. Each of the Parties hereto also agrees that
any final and unappealable judgment against a Party hereto in connection with
any action, suit or other proceeding will be conclusive and binding on such
Party and that such award or judgment may be enforced in any court of competent
jurisdiction, either within or outside of the United States. A certified or
exemplified copy of such award or judgment will be conclusive evidence of the
fact and amount of such award or judgment. Any process or other paper to be
served in connection with any action or proceeding under this Agreement shall,
if delivered or sent in accordance with Section 10.01, constitute good, proper
and sufficient service thereof.

   Section 10.07. Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH



OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 10.07.

   Section 10.08. Severability; Amendment; Modification; Waiver.

   (a) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any Applicable Law in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

   (b) This Agreement may be amended or a provision hereof waived only by a
written instrument signed by each of ADLLC and LBL.

   (c) No delay on the part of any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any Party of any right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.

   Section 10.09. Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the Parties and
delivered to the other Party. Each Party may deliver its signed counterpart of
this Agreement to the other parties by means of electronic mail or any other
electronic medium utilizing image scan technology, and such delivery will have
the same legal effect as hand delivery of an originally executed counterpart.

   Section 10.10. Survival. Articles IX and X shall survive the termination of
this Agreement.



   IN WITNESS WHEREOF, the undersigned Parties have caused this Agreement to be
duly executed by their respective duly authorized officers, as of the date
first written above.

Lincoln Benefit Life Company

By:  -----------------------------
     Title                            Date

Allstate Distributors, LLC

By:  -----------------------------
     Title                            Date

By:  -----------------------------
     Title                            Date



                                  SCHEDULE A

Lincoln Benefit Life Variable Life Account (1940 Act File No. 811-9154)



                                  SCHEDULE B

                                   POLICIES

                                            Variable Universal Life
Separate Account                                 Contract(s)         Form #(s)
----------------                            -----------------------  ---------
Lincoln Benefit Life Variable Life          Investor Select            VUL
Account 40 Act File No. 811-9154                                       9390
Lincoln Benefit Life Variable Life          Consultant VUL             VUL
Account 40 Act File No. 811-9154                                       9800
Lincoln Benefit Life Variable Life          Consultant SL              VUL
Account 40 Act File No. 811-9154                                       9900
Lincoln Benefit Life Variable Life          Consultant Accumulator     VUL
Account 40 Act File No. 811-9154                                       0220
Lincoln Benefit Life Variable Life          Consultant Protector       VUL
Account 40 Act File No. 811-9154                                       0230
Lincoln Benefit Life Variable Life          TotalAccumulator           VUL
Account 40 Act File No. 811-9154                                       0750

EX-10.22

                                                                  Exhibit 10.22

                  VOLUNTARY SEPARATION AGREEMENT AND RELEASE

In consideration of the mutual promises and agreements hereinafter set forth,
the receipt and sufficiency of which are hereby mutually acknowledged, Allstate
Insurance Company, its subsidiaries, parents and affiliates ("Allstate"), on
its own behalf and on behalf of its officers, directors, agents, servants,
employees, stockholders and assigns, and all other persons, firms, associations
and corporations jointly or severally liable with it, and ANURAG CHANDRA ("Mr.
Chandra") presently an employee of Allstate, do hereby enter into this
Voluntary Separation Agreement and Release ("Agreement") and do hereby mutually
covenant and agree as follows:

     1.  Effective as of the close of business on October 4, 2013, Mr. Chandra
         shall be reassigned from his current position. He will assume a
         special assignment position within Allstate, which position shall
         consist of new duties, obligations and responsibilities as dictated by
         special projects. Mr. Chandra's special assignment position shall
         continue thereafter, to and including March 31, 2014. As of the close
         of business on March 31, 2014, Mr. Chandra's employment with Allstate
         shall fully terminate. During the period of Mr. Chandra's special
         assignment, the following conditions will apply:

             (i)   Allstate will pay Mr. Chandra the amount of $39,783.33
                   (Thirty Nine Thousand Seven Hundred Eighty Three Dollars and
                   Thirty Three Cents) per month. During this time of
                   Mr. Chandra's special assignment position, Allstate shall
                   continue to provide Mr. Chandra with its usual and customary
                   401(k) plan match, pension plan contributions, and health
                   insurance contributions.

             (ii)  On or before March 31, 2014, Mr. Chandra will be paid for
                   any Paid Time Off days (commonly referred to as "PTO")
                   earned but not used prior to October 4, 2013. Mr. Chandra
                   will not be entitled to any further PTO in 2013 or 2014.

             (iii) Mr. Chandra shall be entitled to any unreimbursed business
                   expenses incurred prior to October 4, 2013.

             (iv)  Mr. Chandra shall not be eligible for any benefits under
                   Allstate's short term disability program, nor shall he be
                   eligible for any long term disability benefits as of
                   October 4, 2013.

             (v)   Mr. Chandra shall be entitled to no further compensation,
                   severance, salary, wage, bonus, (including any annual
                   incentive plan payment for the 2014 performance year),
                   equity or other grants, paid time off or other form of
                   remuneration or consideration as of March 31, 2014, except
                   as hereinafter set forth in paragraph 7 of this Agreement.

                                     - 1 -



     2.  Nothing in this Agreement may be read to alter or amend any terms or
         conditions of Mr. Chandra's employment with Allstate other than those
         specified in this Agreement. All other employment policies continue in
         effect with regard to Mr. Chandra's employment.

     3.  By accepting payments under this Agreement, Mr. Chandra is waiving any
         entitlement he believes he has to benefits that may otherwise be
         available under the Allstate Severance Pay Plan and/or the Change of
         Control Severance Plan, if applicable.

     4.  After his employment with Allstate ceases as described in Paragraph 1
         of this Agreement, Mr. Chandra shall not seek employment at any time
         with any Allstate office, subsidiary or affiliate, nor shall
         Mr. Chandra accept work at any Allstate office, subsidiary or
         affiliate, nor shall Mr. Chandra purchase an Allstate agency.

     5.  Should Mr. Chandra die after the effective date of this agreement but
         on or before all payments have been made pursuant to this Agreement,
         such payments shall be paid to Mr. Chandra's estate as they become
         payable.

     6.  Any stock options awarded to Mr. Chandra and scheduled to vest shall
         vest subject to the terms of his respective Option Award Agreement(s).
         Any Allcorp restricted stock units awarded to Mr. Chandra and
         scheduled to unrestrict shall unrestrict subject to the terms of his
         respective Restricted Stock Unit Award Agreement(s). Any performance
         stock awards awarded to Mr. Chandra will be forfeited on March 31,
         2014.

     7.  In lieu of any cash bonus for which he may be eligible in accordance
         with the terms of Allstate's Annual Incentive Plan ("AIP") for the
         2013 performance year, Allstate shall pay Mr. Chandra an amount of
         $406,000 (Four Hundred Six Thousand and 00/100 Dollars), subject to
         federal, state, FICA, and other applicable tax deductions, on or about
         March 15, 2014. Such amount is in addition to the payment specified in
         paragraph 1 above.

     8.  Mr. Chandra has held a position of trust and confidence with Allstate
         and possesses and has had access to highly valuable, confidential
         and/or proprietary information ("Confidential Information"). This term
         shall be interpreted broadly to include all information of any sort
         (whether merely

                                     - 2 -



         remembered or embodied in a tangible medium) that: (i) is related to
         Allstate's business; and (ii) is not generally or publicly known. It
         includes, without limitation, customer, employee and supplier
         information; sales, financial, business, and new product development
         plans; information about Allstate software, hardware and other
         technologies, trade secrets, financial results, strategies,
         copyrights, data files, and other proprietary information, regardless
         of media or form. Mr. Chandra agrees that such Confidential
         Information is the property of Allstate. Mr. Chandra shall return all
         company property and all copies (paper or electronic), including but
         not limited to, files, data studies, software, plans and equipment and
         whether or not containing Confidential Information, to Allstate on or
         before March 31, 2014. Mr. Chandra shall not (i) disclose, cause or
         permit disclosure of the Confidential Information nor (ii) make any
         use of the Confidential Information for himself or others except as
         required by law or approved in writing by Allstate and shall notify
         Allstate promptly should he become aware of any unauthorized
         disclosure of such information.

         In addition, Mr. Chandra acknowledges and confirms his ongoing
         obligation to promptly disclose to Allstate any ideas, inventions,
         discoveries, improvements, methods of doing business, processes,
         products, information, software, trademarks, or trade secrets that
         were conceived, developed or reduced to practice by Mr. Chandra,
         either solely or jointly with others, at any point during his Allstate
         employment, whether or not they are patentable, copyrightable or
         subject to trademark or trade secret protection ("Allstate
         Developments"). All Allstate Developments shall be the sole and
         exclusive property of Allstate, and Mr. Chandra agrees to assign and
         does hereby assign them to Allstate. Each copyrightable Allstate
         Development prepared in whole or part by Mr. Chandra with the scope of
         his employment with Allstate shall either be deemed a "work made for
         hire" under the copyright laws, and Allstate shall own the entire
         copyright in each such copyrightable Allstate Development or, if not
         deemed a "work made for hire," he agrees to assign and does hereby
         assign such Allstate Developments to Allstate. At Allstate's expense,
         Mr. Chandra will cooperate fully with Allstate in patenting,
         registering, maintaining, enforcing, and defending such Allstate
         Developments. Allstate shall own any records made by Mr. Chandra
         relating to Allstate Developments or the creation thereof.

         The parties to this Agreement recognize that irreparable harm would
         result from any breach by Mr. Chandra of any of the covenants
         contained herein this Paragraph 8 and that monetary damages alone
         would not provide adequate relief for any such breach. Accordingly, in
         the event of a breach or threatened breach of any of the covenants
         contained in this Paragraph 8, Mr. Chandra acknowledges and agrees
         that Allstate shall be entitled to specific performance and/or
         injunctive or other equitable relief from a court of competent
         jurisdiction in order to enforce or prevent any violations of such
         covenants (without posting a bond or other security). Moreover,
         Mr. Chandra

                                     - 3 -



         acknowledges and agrees that any award of injunctive relief shall not
         preclude Allstate from seeking or recovering any lawful compensatory
         damages which may have resulted from a breach of any of the covenants
         contained in Paragraph 8. Furthermore, Allstate may take any action at
         its discretion to protect its confidential information including the
         discontinuation of any and all payments still due and owing under this
         Agreement.

     9.  Allstate shall provide Mr. Chandra, at his request, with professional
         outplacement assistance at an outplacement firm selected by Allstate.
         Regardless of when Mr. Chandra begins using such assistance, such
         assistance shall not last longer than six months and shall end no
         later than March 31, 2015.

     10. Allstate shall provide employment references in accordance with
         Allstate policy governing same, provided that Mr. Chandra directs all
         requests for such references to Harriet Harty, Senior Vice President,
         Human Resources at Allstate's Home Office.

     11. In return for the consideration set forth in this Agreement, which
         Mr. Chandra would not be entitled to if he did not voluntarily enter
         into this Agreement, Mr. Chandra for himself, his heirs,
         representatives, administrators, and assigns does hereby release and
         forever discharge Allstate, its officers, directors, agents, servants,
         employees, stockholders and assigns, its subsidiaries, parents and
         affiliates, and all other persons, firms, associations and
         corporations who are or may be jointly or severally liable with it, of
         and from any and all claims, demands, actions and causes of action,
         whether presently known or unknown, arising from, or in any way
         related to, Mr. Chandra's employment with Allstate and the termination
         thereof. This release applies to all claims, demands, actions, and
         causes of action whether presently known or unknown, existing at the
         time this Agreement is executed, including, but not limited to, such
         rights and claims Mr. Chandra has or may have under the Fair Labor
         Standards Act, 29 U.S.C. (S) 201, et seq.; Title VII of the Civil
         Rights Act of 1964, 42 U.S.C. (S) 2000 (e), et seq.; the Civil Rights
         Act of 1866, 42 U.S.C. (S) 1981, et seq., the Americans with
         Disabilities Act, 42 U.S.C. (S) 1201, et seq., the National Labor
         Relations Act, 29 U.S.C. (S)151, et seq.; the Family Medical Leave
         Act, 29 U.S.C. (S)2601 et seq.; the Rehabilitation Act of 1973, 29
         U.S.C. (S)701 et seq.; Federal Executive Order 11246; the Employee
         Retirement Income Security Act of 1974, 29 U.S.C. (S)201 et seq.; the
         Rehabilitation Act, 29 U.S.C. (S)701 et seq.; the Pregnancy
         Discrimination Act, 42 U.S.C. (S)2000 et seq.; the Whistleblower
         Protection Statutes, 10 U.S.C. (S)2409, 12 U.S.C. (S)1831j, 31 U.S.C.
         (S)5328, 41 U.S.C. (S)265; the Illinois Wage Payment and Collection
         Act; the Illinois Human Rights Act; and/or any other similar federal,
         state or local statute, law, ordinance, regulation or order.

                                     - 4 -



     12. In addition to the foregoing, Mr. Chandra does hereby expressly waive
         any and all rights or claims which he has or may have under the Age
         Discrimination in Employment Act of 1967 (29 U.S.C. (S)(S) 621-634) or
         any similar law or rule of any other jurisdiction, to the full extent
         that she may waive such rights and claims pertaining to the matters
         released herein. The Age Discrimination in Employment Act of 1967
         provides, in pertinent part, as follows:

                   It shall be unlawful for an employer--

                   (1) to fail or refuse to hire or to discharge any individual
                   or otherwise discriminate against any individual with
                   respect to his compensation, terms, conditions, or
                   privileges of employment, because of such individual's age;

                   (2) to limit, segregate, or classify his employees in any
                   way which would deprive or tend to deprive any individual of
                   employment opportunities or otherwise adversely affect his
                   status as an employee, because of such individual's age; or

                   (3) to reduce the wage rate of any employee in order to
                   comply with this chapter.

         29 U.S.C. (S) 623(a).

     13. Further, Mr. Chandra releases and forever discharges, Allstate from
         any and all other demands, claims, causes of action, obligations,
         agreements, promises, representations, damages, suits and liabilities
         whatsoever, both known or unknown, in law or in equity up to the date
         that this Agreement is executed. Mr. Chandra further promises, agrees
         and covenants not to file any lawsuit, of any nature whatsoever
         against Allstate with any federal, state or local court with regard to
         any claim or cause of action which he has or may have had, known or
         unknown, arising prior to the date of this Agreement, that is subject
         to Mr. Chandra's release of claims.

         Allstate releases and forever discharges Mr. Chandra from any and all
         demands, claims, causes of actions, obligations, agreements, promises,
         representations, damages, suits and liabilities whatsoever, both known
         or unknown, in law or in equity, up to the date that this Agreement is
         executed. Allstate further promises, agrees and covenants not to file
         any lawsuit, of any nature whatsoever against Mr. Chandra with any
         federal, state or local court with regard to any claim or cause of
         action which it has or may have had, known or unknown, arising prior
         to the date of this Agreement that is subject

                                     - 5 -



         to Allstate's release of claims. However, nothing contained in this
         paragraph or in this Agreement shall release any claims that Allstate
         may have against Mr. Chandra as a result of Mr. Chandra's (i) willful
         misconduct, (ii) material breach of fiduciary duty, or (iii) felonious
         act.

     14. The parties agree that Mr. Chandra will not encourage or assist any
         employee of Allstate and/or other person(s) or entity(ies) in
         litigating claims or filing administrative charges against Allstate,
         and/or those released in this Agreement unless required to provide
         testimony or documents pursuant to a lawful subpoena or as otherwise
         required by law.

     15. Mr. Chandra further understands that Allstate reserves the right to
         set off the sums paid to him by Allstate as consideration for this
         Agreement against any recovery received by Mr. Chandra in the event he
         pursues any action, proceeding, complaint, or charge, as proscribed in
         Paragraphs 11-13. However, nothing in this Agreement shall be
         interpreted as interfering with the protected right of an employee to
         file a charge with the U.S. Equal Employment Opportunity Commission
         ("EEOC") or participate in an investigation or proceeding conducted by
         the EEOC. Mr. Chandra is, however, waiving the right to recover any
         money in connection with such a charge or investigation. In addition,
         nothing contained in this paragraph shall prevent Mr. Chandra from
         enforcing the terms of this Agreement.

     16. Mr. Chandra covenants and agrees to provide written notice of any
         subpoena, notice or command to Susie Lees, or her successor as General
         Counsel, at Allstate Insurance Company, 2775 Sanders Road, Suite F-7,
         Northbrook, IL 60062. Mr. Chandra shall provide said notice by
         overnight mail, return receipt requested, within three (3) calendar
         days of his receipt of the subpoena, notice, request for information
         or other command.

     17. Mr. Chandra agrees to make himself available to and cooperate with
         Allstate in any Allstate internal investigation or administrative,
         regulatory, or judicial proceeding in which he is or may be witness.
         Such cooperation by Mr. Chandra is understood to include, but not be
         limited to, making himself available to Allstate upon reasonable
         notice for interviews and factual investigations, appearing at
         Allstate's request for the purpose of giving testimony without
         requiring service of a subpoena or other legal process, volunteering
         to Allstate pertinent information, and turning over to Allstate all
         relevant documents which are or may in the future come into
         Mr. Chandra's possession. In the event that Allstate asks for
         Mr. Chandra's cooperation in accordance with this paragraph, Allstate
         agrees to reimburse Mr. Chandra for

                                     - 6 -



         reasonable travel expenses, including lodging and meals, upon
         submission of receipts to Allstate for such expenses.

     18. Allstate agrees that if Mr. Chandra is made a party, or is threatened
         to be made a party, to any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (a "Proceeding"), by reason
         of the fact that he is or was a director, officer or employee of
         Allstate or is or was serving at the request of Allstate as a director
         or officer of another corporation, partnership, joint venture, trust
         or other enterprise, including service with respect to employee
         benefit plans, whether or not the basis of such Proceeding is
         Mr. Chandra's alleged action in an official capacity while serving as
         a director, officer, member, employee or agent, Mr. Chandra shall be
         indemnified by Allstate to the fullest extent legally permitted or
         authorized by Allstate's bylaws in effect as of the date of the
         termination of Mr. Chandra's employment against all expense and
         liability (including, without limitation, attorney's fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid or to be paid
         in settlement) reasonably incurred or suffered by Mr. Chandra in
         connection therewith, and such indemnification shall continue as to
         Mr. Chandra even if he has ceased to be a director, member, employee
         or agent of Allstate or other entity and shall inure to the benefit of
         his heirs, executors and administrators. Allstate shall advance to
         Mr. Chandra all reasonable expenses incurred by him in conjunction
         with a Proceeding in accordance with the procedure provided for in
         Allstate's by-laws. Such request shall include an undertaking by
         Mr. Chandra to repay the amount of such advance if it shall ultimately
         be determined that he is not entitled to be indemnified against such
         costs and expenses.

     19. Mr. Chandra agrees that for a period of twelve (12) months following
         the date of Mr. Chandra's termination from Allstate, Mr. Chandra will
         not, directly or indirectly: (i) encourage any employee or agent of
         Allstate to terminate his or her relationship with Allstate;
         (ii) employ, engage as a consultant or adviser, or solicit the
         employment or engagement as a consultant or adviser of any employee or
         agent of Allstate, or cause or encourage any person to do any of the
         foregoing. However, this subparagraph (ii) shall not apply to any
         individual who (a) was involuntarily terminated by Allstate,
         (b) voluntarily left the employ of Allstate, in the absence of any
         solicitation to do so by Mr. Chandra, at least 60 days prior to such
         employment by Mr. Chandra, or (c) is employed by a company that
         employs Mr. Chandra but which Mr. Chandra had no involvement in such
         employment; (iii) establish, or take preliminary steps to establish, a
         business with, or encourage others to establish, or take preliminary
         steps to establish, a business with, any employee or exclusive agent
         or independent contractor of Allstate; or (iv) interfere with the
         relationship of Allstate with, or endeavor to entice away

                                     - 7 -



         from Allstate, any person who or which at any time since Mr. Chandra's
         hire date was or is a material customer or material supplier of, or
         maintained a material business relationship with, Allstate. For
         purposes of this subparagraph, "material" means greater than $1
         million dollars annually.

     20. Mr. Chandra agrees that for a period of six (6) months from
         October 17, 2013, he will not, except as a passive investor in
         publicly held companies, engage in, own or control an interest in, act
         as a principal, director, officer or employee of, or serve as a
         consultant to any of the companies listed in Attachment A to this
         Agreement. In the event that Allstate learns of a breach by
         Mr. Chandra of this paragraph after Allstate has made payment under
         paragraph 1 and 7 of this Agreement, it has the right to recoup from
         Mr. Chandra any such payments.

     21. The existence and terms of this Agreement are to be held in strict
         confidence by Mr. Chandra and any discussion of this Agreement shall
         be limited to those parties absolutely essential for accounting
         purposes, tax purposes, securing of employment, government benefits,
         loans, or in any other case where it is absolutely essential or
         required by law. In those circumstances, those parties to whom such
         communication is made will be put on notice of the confidentiality of
         the Agreement.

     22. Allstate and Mr. Chandra agree that Mr. Chandra may revoke this
         Agreement if, within seven (7) calendar days from the date this
         Agreement is executed, Mr. Chandra provides written notice to Harriet
         Harty, Human Resources, 2775 Sanders Road, Suite F6, Northbrook, IL
         60062 of his intention to revoke the Agreement. Accordingly, this
         Agreement shall not become effective or enforceable until seven
         (7) calendar days have passed after its execution.

     23. Mr. Chandra and Allstate further warrant and acknowledge that
         Mr. Chandra was given 21 calendar days, from the date this Agreement
         was presented to him, in which to consider this Agreement prior to its
         execution. It is further acknowledged that Mr. Chandra was advised in
         writing to consult with an attorney prior to executing this Agreement.
         Mr. Chandra and Allstate further warrant and acknowledge that they
         have each read, reviewed, and fully considered the terms of this
         Agreement, have made such investigation of the facts pertinent hereto
         as each deems necessary and appropriate, and fully understand the
         terms and effect of this Agreement and execute the same freely of
         their own accord. Mr. Chandra and Allstate hereby acknowledge that the
         terms of

                                     - 8 -



         this Agreement are contractual, and not a mere recital, and are the
         result of mutual consent to, and understanding of, the terms of this
         Agreement. This Agreement contains the entire agreement between the
         parties, and each acknowledges that there are no other agreements or
         understandings between them except as expressly provided for herein.
         This Agreement is to be governed by the law of the State of llinois.

     24. At no time shall Mr. Chandra make any remarks disparaging the conduct
         or character of Allstate, or any of its respective subsidiaries,
         affiliates, agents, attorneys, managers, employees, officers,
         directors, successors, or assigns. Mr. Chandra agrees and promises
         that he will not defame, criticize or make any negative remark,
         written or oral, to any person or entity relating to Allstate, his
         employment with Allstate, or his termination of employment from
         Allstate. Mr. Chandra further agrees that should he violate this
         provision, Allstate shall have the right to pursue any and all
         remedies which may be available to it, whether legal, equitable or
         otherwise. Mr. Chandra further acknowledges that Allstate's right to
         recover any remedy under this provision does not preclude Allstate
         from exercising any and all remedies available to it for any violation
         or breach of any other term, condition or provision of this Agreement.

         No member of the Allstate Nondisparagement Group, defined as (i) all
         Allstate corporate entities and (ii) all employees of Allstate
         Insurance Company who are members of Allstate's Senior Leadership Team
         and Allstate Financial's Senior Leadership Team, shall make any
         remarks disparaging the conduct or character of Mr. Chandra. All
         members of the Allstate Nondisparagement Group agree and promise that
         they will not defame, criticize or make any negative remark, written
         or oral, to any person or entity relating to Mr. Chandra, his
         employment with Allstate, or his termination of employment from
         Allstate. All members of the Allstate Nondisparagement Group further
         agree that should they violate this provision, Mr. Chandra shall have
         the right to pursue any and all remedies which may be available to
         him, whether legal, equitable or otherwise. All members of the
         Allstate Nondisparagement Group further acknowledge that Mr. Chandra's
         right to recover any remedy under this provision does not preclude him
         from exercising any and all remedies available to him for any
         violation or breach of any other term, condition or provision of this
         Agreement.

     25. Except as provided below with regards to Paragraphs 11-15, Mr. Chandra
         and Allstate agree and understand that should any provision, term or
         condition of this Agreement be declared illegal, void or
         unenforceable, it shall be severed. The remaining terms, provisions
         and conditions shall remain in full force and effect and shall remain
         binding on Mr. Chandra and Allstate. If any of the Paragraphs 11-15
         are declared illegal, void or unenforceable because of any

                                     - 9 -



         action undertaken by Mr. Chandra, the remaining terms, provisions and
         conditions shall remain in full force and effect and shall remain
         binding on Mr. Chandra and Allstate with the exception that
         Mr. Chandra shall be required to return to Allstate all benefits paid
         to him under this Agreement from the date that this Agreement was
         executed.

     26. Mr. Chandra and Allstate hereby agree and understand that this
         Agreement contains the complete and entire agreement between
         Mr. Chandra and Allstate concerning the terms, provisions and
         conditions of this Agreement. Mr. Chandra and Allstate further agree
         and understand that the terms, provisions and conditions of this
         Agreement may not be altered or modified except by a subsequent
         writing signed by Mr. Chandra and a duly authorized agent of Allstate.

     27. This Agreement shall be binding upon and inure to the benefit of the
         parties to this Agreement and their respective heirs, administrators,
         representatives, executors, successors and assigns

   I HAVE READ THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE AND,
UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.

   IN WITNESS WHEREOF, the parties hereto have approved and executed this
Agreement on this 17 day of October, 2013.

                                             /s/ Anurag Chandra
                                             ----------------------------------
                                                       ANURAG CHANDRA

                                                      October 17, 2013
                                             ----------------------------------
                                                            Date

                                             ALLSTATE INSURANCE COMPANY

                                             By:  /s/ Harriet K. Harty
                                                  -----------------------------

                                    - 10 -



                                 ATTACHMENT A

American Family
Farmers
GEICO
Nationwide
Progressive
State Farm
Travelers
USAA

                                    - 11 -

EX-10.23

                                                                  Exhibit 10.23

                  VOLUNTARY SEPARATION AGREEMENT AND RELEASE

In consideration of the mutual promises and agreements hereinafter set forth,
the receipt and sufficiency of which are hereby mutually acknowledged, Allstate
Insurance Company, its subsidiaries, parents and affiliates ("Allstate"), on
its own behalf and on behalf of its officers, directors, agents, servants,
employees, stockholders and assigns, and all other persons, firms, associations
and corporations jointly or severally liable with it, and Lawrence W. Dahl
("Mr. Dahl") presently an employee of Allstate, do hereby enter into this
Voluntary Separation Agreement and Release ("Agreement") and do hereby mutually
covenant and agree as follows:

     1.  Effective as of the close of business on August 31, 2013, Mr.Dahl's
         employment with Allstate shall fully terminate. Mr. Dahl shall be
         entitled to paid time off earned but not taken as of August 31, 2013,
         and he shall be entitled to no further compensation, severance, long
         term disability coverage, salary, wage, bonus, equity or other grants,
         paid time or other form of remuneration or consideration except as
         hereinafter set forth in paragraphs 3 and 8 of this Agreement.

     2.  Nothing in this Agreement may be read to alter or amend any terms or
         conditions of Mr. Dahl's employment with Allstate other than those
         specified in this Agreement. All other employment policies continue in
         effect with regard to Mr. Dahl's employment.

     3.  Allstate shall pay to Mr. Dahl the lump sum amount of $630,000.00 (Six
         Hundred Thirty Thousand and 00/100 Dollars), subject to federal,
         state, FICA, and other applicable tax deductions, on or about
         September 30, 2013. Without limiting the effect of any other provision
         of this Agreement, said payment shall not restrict Mr. Dahl's right to
         seek employment apart from Allstate, or its subsidiaries, or to accept
         such employment.

     4.  By accepting payments under this Agreement, Mr. Dahl is waiving any
         entitlement he believes he has to benefits that may otherwise be
         available under the Allstate Severance Pay Plan.

     5.  After his employment with Allstate ceases as described in Paragraph 1
         of this Agreement, Mr. Dahl shall not seek employment at any time with
         any Allstate office, subsidiary or affiliate, nor shall Mr. Dahl
         accept work at any Allstate office, subsidiary or affiliate, nor shall
         Mr. Dahl purchase an Allstate agency.

     6.  Should Mr. Dahl die after the effective date of this agreement but on
         or before all payments have been made pursuant to Paragraphs 3 and 8,
         the total unpaid balance of the payments shall be paid in a lump sum
         to Mr. Dahl's estate.

     7.  Any stock options awarded to Mr. Dahl and scheduled to vest shall vest
         subject to the terms of his respective Option Award Agreement(s). Any

                                     - 1 -



         Allcorp restricted stock awarded to Mr. Dahl and scheduled to
         unrestrict shall unrestrict subject to the terms of his respective
         Restricted Stock Award Agreement(s).

     8.  In lieu of any cash bonus for which he may be eligible in accordance
         with the terms of Allstate's Annual Incentive Plan ("AIP") for the
         2013 performance year, on a prorated basis from January 1, 2013,
         through August 31, 2013, Allstate shall pay Mr. Dahl an amount of
         $70,000.00 (Seventy Thousand and 00/100 Dollars), subject to federal,
         state, FICA, and other applicable tax deductions, on or about
         September 30, 2013. Such amount is in addition to the payment
         specified in paragraph 3 above.

     9.  Mr. Dahl has held a position of trust and confidence with Allstate and
         possesses and has had access to highly valuable, confidential and/or
         proprietary information ("Confidential Information"). This term shall
         be interpreted broadly to include all information of any sort (whether
         merely remembered or embodied in a tangible medium) that: (i) is
         related to Allstate's business; and (ii) is not generally or publicly
         known. It includes, without limitation, customer, employee and
         supplier information; sales, financial, business, and new product
         development plans; information about Allstate software, hardware and
         other technologies, trade secrets, financial results, strategies,
         copyrights, data files, and other proprietary information, regardless
         of media or form. Mr. Dahl agrees that such Confidential Information
         is the property of Allstate. Mr. Dahl shall return all company
         property and all copies (paper or electronic), including but not
         limited to, files, data studies, software, plans and equipment and
         whether or not containing Confidential Information, to Allstate on or
         before August 31, 2013. Mr. Dahl shall not (i) disclose, cause or
         permit disclosure of the Confidential Information nor (ii) make any
         use of the Confidential Information for himself or others except as
         required by law or approved in writing by Allstate and shall notify
         Allstate promptly should he become aware of any unauthorized
         disclosure of such information.

         In addition, Mr. Dahl acknowledges and confirms his ongoing obligation
         to promptly disclose to Allstate any ideas, inventions, discoveries,
         improvements, methods of doing business, processes, products,
         information, software, trademarks, or trade secrets that were
         conceived, developed or reduced to practice by Mr. Dahl, either solely
         or jointly with others, at any point during his Allstate employment,
         whether or not they are patentable, copyrightable or subject to
         trademark or trade secret protection ("Allstate Developments"). All
         Allstate Developments shall be the sole and exclusive property of
         Allstate, and Mr. Dahl agrees to assign and does hereby assign them to
         Allstate. Each copyrightable Allstate Development prepared in whole or
         part by Mr. Dahl within the scope of his employment with Allstate
         shall either be deemed a "work made for hire" under the copyright
         laws, and Allstate shall own the entire copyright in each such
         copyrightable Allstate

                                     - 2 -



         Development or, if not deemed a "work made for hire," he agrees to
         assign and does hereby assign such Allstate Developments to Allstate.
         At Allstate's expense, Mr. Dahl will cooperate fully with Allstate in
         patenting, registering, maintaining, enforcing, and defending such
         Allstate Developments. Allstate shall own any records made by Mr. Dahl
         relating to Allstate Developments or the creation of them.

         The parties to this Agreement recognize that irreparable harm would
         result from any breach by Mr. Dahl of any of the covenants contained
         in this Paragraph 9 and that monetary damages alone would not provide
         adequate relief for any such breach. Accordingly, in the event of a
         breach or threatened breach of any of the covenants contained in this
         Paragraph 9, Mr. Dahl acknowledges and agrees that Allstate shall be
         entitled to specific performance and/or injunctive or other equitable
         relief from a court of competent jurisdiction in order to enforce or
         prevent any violations of such covenants (without posting a bond or
         other security). Moreover, Mr. Dahl acknowledges and agrees that any
         award of injunctive relief shall not preclude Allstate from seeking or
         recovering any lawful compensatory damages which may have resulted
         from a breach of any of the covenants contained in Paragraph 9.
         Furthermore, Allstate may take any action at its discretion to protect
         its confidential information including the discontinuation of any and
         all payments still due and owing under this Agreement.

     10. Allstate shall provide Mr. Dahl, at his request, with professional
         outplacement assistance at an outplacement firm selected by Allstate.
         Regardless of when Mr. Dahl begins using such assistance, such
         assistance shall not last longer than twelve months and shall end no
         later than September 30, 2014.

     11. Allstate shall provide employment references in accordance with
         Allstate policy governing same, provided that Mr. Dahl directs all
         requests for such references to Christi Rushing, Human Resources at
         Allstate's Home Office.

     12. In return for the consideration set forth in this Agreement, which
         Mr. Dahl would not be entitled to if he did not voluntarily enter into
         this Agreement, Mr. Dahl for himself, his heirs, representatives,
         administrators, and assigns does hereby release and forever discharge
         Allstate, its officers, directors, agents, servants, employees,
         stockholders and assigns, its subsidiaries, parents and affiliates,
         and all other persons, firms, associations and corporations who are or
         may be jointly or severally liable with it, of and from any and all
         claims, demands, actions and causes of action, whether presently known
         or unknown, arising from, or in any way related to, Mr. Dahl's
         employment with Allstate and the termination of it. This release
         applies to all claims, demands, actions, and causes of action whether
         presently known or unknown, existing at the time this Agreement is
         executed, including, but not limited to, such rights and claims
         Mr. Dahl has or may have under the Fair Labor Standards Act, 29 U.S.C.
         (S) 201, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C.
         (S)

                                     - 3 -



         2000 (e), et seq.; the Civil Rights Act of 1866, 42 U.S.C. (S) 1981,
         et seq., the Americans with Disabilities Act, 42 U.S.C. (S) 1201, et
         seq., the National Labor Relations Act, 29 U.S.C. (S)151, et seq.; the
         Family Medical Leave Act, 29 U.S.C. (S)2601 et seq.; Federal Executive
         Order 11246; the Employee Retirement Income Security Act of 1974, 29
         U.S.C. (S)201 et seq.; the Rehabilitation Act, 29 U.S.C. (S)701 et
         seq.; the Pregnancy Discrimination Act, 42 U.S.C. (S)2000 et seq.; the
         Whistleblower Protection Statutes, 10 U.S.C. (S)2409, 12 U.S.C.
         (S)1831j, 31 U.S.C. (S)5328, 41 U.S.C. (S)265; the Nebraska Wage
         Payment and Collection Act; the Nebraska Fair Employment Practice Act;
         Nebraska Age Discrimination in Employment Act; and/or any other
         similar federal, state or local statute, law, ordinance, regulation or
         order.

     13. In addition to the foregoing, Mr. Dahl does hereby expressly waive any
         and all rights or claims which he has or may have under the Age
         Discrimination in Employment Act of 1967 (29 U.S.C. (S)(S) 621-634) or
         any similar law or rule of any other jurisdiction, to the full extent
         that he may waive such rights and claims pertaining to the matters
         released herein. The Age Discrimination in Employment Act of 1967
         provides, in pertinent part, as follows:

            It shall be unlawful for an employer--

            (1) to fail or refuse to hire or to discharge any individual or
            otherwise discriminate against any individual with respect to his
            compensation, terms, conditions, or privileges of employment,
            because of such individual's age;

            (2) to limit, segregate, or classify his employees in any way which
            would deprive or tend to deprive any individual of employment
            opportunities or otherwise adversely affect his status as an
            employee, because of such individual's age; or

            (3) to reduce the wage rate of any employee in order to comply with
            this chapter.

         29 U.S.C. (S) 623(a).

     14. Further, Mr. Dahl releases and forever discharges, Allstate from any
         and all other demands, claims, causes of action, obligations,
         agreements, promises, representations, damages, suits and liabilities
         whatsoever, both known or unknown, in law or in equity up to the date
         that this Agreement is executed. Mr. Dahl further promises, agrees and
         covenants not to file any lawsuit, of any nature whatsoever, against
         Allstate with any federal, state or local court with regard to any
         claim or cause of action which he has or may have had, known or
         unknown, arising prior to the date of this Agreement, that is subject
         to Mr. Dahl's release of claims.

                                     - 4 -



     15. The parties agree that Mr. Dahl will not encourage or assist any
         employee of Allstate and/or other person(s) or entity(ies) in
         litigating claims or filing administrative charges against Allstate,
         and/or those released in this Agreement unless required to provide
         testimony or documents pursuant to a lawful subpoena or as otherwise
         required by law.

     16. Mr. Dahl further understands that Allstate reserves the right to set
         off the sums paid to him by Allstate as consideration for this
         Agreement against any recovery received by Mr. Dahl in the event he
         pursues any action, proceeding, complaint, or charge, as proscribed in
         Paragraphs 12-14. However, nothing in this Agreement shall be
         interpreted as interfering with the protected right of an employee to
         file a charge with the U.S. Equal Employment Opportunity Commission
         ("EEOC") or participate in an investigation or proceeding conducted by
         the EEOC. Mr. Dahl is, however, waiving the right to recover any money
         in connection with such a charge or investigation. In addition,
         nothing contained in this paragraph shall prevent Mr. Dahl from
         enforcing the terms of this Agreement.

     17. Mr. Dahl covenants and agrees to provide written notice of any
         subpoena, notice or command to Susie Lees, or her successor as General
         Counsel, at Allstate Insurance Company, 2775 Sanders Road, Suite F-7,
         Northbrook, IL 60062. Mr. Dahl shall provide said notice by overnight
         mail, return receipt requested, within three (3) calendar days of his
         receipt of the subpoena, notice, request for information or other
         command.

     18. Mr. Dahl agrees to make himself available to and cooperate with
         Allstate in any Allstate internal investigation or administrative,
         regulatory, or judicial proceeding in which he is or may be witness.
         Such cooperation by Mr. Dahl is understood to include, but not be
         limited to, making himself available to Allstate upon reasonable
         notice for interviews and factual investigations, appearing at
         Allstate's request for the purpose of giving testimony without
         requiring service of a subpoena or other legal process, volunteering
         to Allstate pertinent information, and turning over to Allstate all
         relevant documents which are or may in the future come into Mr. Dahl's
         possession. In the event that Allstate asks for Mr. Dahl's cooperation
         in accordance with this paragraph, Allstate agrees to reimburse
         Mr. Dahl for reasonable travel expenses, including lodging and meals,
         upon submission of receipts to Allstate for such expenses.

     19. Mr. Dahl agrees not to solicit for employment or hire any Allstate
         employees or Allstate exclusive agents for a period of eighteen
         (18) months from the effective date of this Agreement.

     20. The existence and terms of this Agreement are to be held in strict
         confidence by Mr. Dahl and any discussion of this Agreement shall be
         limited to those parties absolutely essential for accounting purposes,
         tax purposes, securing of

                                     - 5 -



         employment, government benefits, loans, or in any other case where it
         is absolutely essential or required by law. In those circumstances,
         those parties to whom such communication is made will be put on notice
         of the confidentiality of the Agreement.

     21. Allstate and Mr. Dahl agree that Mr. Dahl may revoke this Agreement
         if, within seven (7) calendar days from the date this Agreement is
         executed, Mr. Dahl provides written notice to Christi Rushing,
         Director, Human Resources, 3100 Sanders Road, Suite K5B, Northbrook,
         IL 60062 of his intention to revoke the Agreement. Accordingly, this
         Agreement shall not become effective or enforceable until seven
         (7) calendar days have passed after its execution.

     22. Mr. Dahl and Allstate further warrant and acknowledge that Mr. Dahl
         was given 21 calendar days, from the date this Agreement was presented
         to him, in which to consider this Agreement prior to its execution. It
         is further acknowledged that Mr. Dahl was advised in writing to
         consult with an attorney prior to executing this Agreement. Mr. Dahl
         and Allstate further warrant and acknowledge that they have each read,
         reviewed, and fully considered the terms of this Agreement, have made
         such investigation of the facts pertinent hereto as each deems
         necessary and appropriate, and fully understand the terms and effect
         of this Agreement and execute the same freely of their own accord.
         Mr. Dahl and Allstate hereby acknowledge that the terms of this
         Agreement are contractual, and not a mere recital, and are the result
         of mutual consent to, and understanding of, the terms of this
         Agreement. This Agreement contains the entire agreement between the
         parties, and each acknowledges that there are no other agreements or
         understandings between them except as expressly provided for herein.
         This Agreement is to be governed by the law of the State of Nebraska.

     23. At no time shall Mr. Dahl make any remarks disparaging the conduct or
         character of Allstate, or any of its respective subsidiaries,
         affiliates, agents, attorneys, managers, employees, officers,
         directors, successors, or assigns. Mr. Dahl agrees and promises that
         he will not defame, criticize or make any negative remark, written or
         oral, to any person or entity relating to Allstate, his employment
         with Allstate, or his termination of employment from Allstate.
         Mr. Dahl further agrees that should he violate this provision,
         Allstate shall have the right to pursue any and all remedies which may
         be available to it, whether legal, equitable or otherwise. Mr. Dahl
         further acknowledges that Allstate's right to recover any remedy under
         this provision does not preclude Allstate from exercising any and all
         remedies available to it for any violation or breach of any other
         term, condition or provision of this Agreement.

     24. Except as provided below with regards to Paragraphs 12-16, Mr. Dahl
         and Allstate agree and understand that should any provision, term or
         condition of

                                     - 6 -



         this Agreement be declared illegal, void or unenforceable, it shall be
         severed. The remaining terms, provisions and conditions shall remain
         in full force and effect and shall remain binding on Mr. Dahl and
         Allstate. If any of the Paragraphs 12-16 are declared illegal, void or
         unenforceable because of any action undertaken by Mr. Dahl, the
         remaining terms, provisions and conditions shall remain in full force
         and effect and shall remain binding on Mr. Dahl and Allstate with the
         exception that Mr. Dahl shall be required to return to Allstate all
         benefits paid to him under this Agreement from the date that this
         Agreement was executed.

     25. Mr. Dahl and Allstate hereby agree and understand that this Agreement
         contains the complete and entire agreement between Mr. Dahl and
         Allstate concerning the terms, provisions and conditions of this
         Agreement. Mr. Dahl and Allstate further agree and understand that the
         terms, provisions and conditions of this Agreement may not be altered
         or modified except by a subsequent writing signed by Mr. Dahl and a
         duly authorized agent of Allstate.

     26. This Agreement shall be binding upon and inure to the benefit of the
         parties to this Agreement and their respective heirs, administrators,
         representatives, executors, successors and assigns.

   I HAVE READ THIS VOLUNTARY SEPARATION AGREEMENT AND RELEASE AND,
UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.

   IN WITNESS WHEREOF, the parties hereto have approved and executed this
Agreement on this 1 day of August, 2013.

                                             /s/ Lawrence W. Dahl
                                             ----------------------------------
                                                      LAWRENCE W. DAHL

                                                           8/1/13
                                             ----------------------------------
                                                            Date

                                             ALLSTATE INSURANCE COMPANY

                                             By:  /s/ Harriet K. Harty
                                                  -----------------------------

                                     - 7 -

EX-10.24

                                                                  Exhibit 10.24

                                                              EXECUTION VERSION

================================================================================

                       ADMINISTRATIVE SERVICES AGREEMENT

                                by and between

                         LINCOLN BENEFIT LIFE COMPANY

                                      and

                        ALLSTATE LIFE INSURANCE COMPANY

                         Effective as of April 1, 2014

================================================================================



                               TABLE OF CONTENTS

ARTICLE                                                                    Page
-------                                                                    ----
ARTICLE I          DEFINITIONS                                               2
   Section 1.1     Definitions                                               2

ARTICLE II         AUTHORITY; RETAINED SERVICES                              6
   Section 2.1     Authority                                                 6
   Section 2.2     Violations of Applicable Law and Applicable Contracts     6
   Section 2.3     Retained Services                                         7
   Section 2.4     Power of Attorney                                         7

ARTICLE III        STANDARD FOR SERVICES; FACILITIES; SUBCONTRACTING, ETC.   8
   Section 3.1     Services; Standard for Services                           8
   Section 3.2     Facilities and Personnel                                  8
   Section 3.3     Subcontracting                                            8
   Section 3.4     Independent Contractor                                    9
   Section 3.5     Limitation on Services                                    9
   Section 3.6     Disaster Recovery                                         9

ARTICLE IV         UNDERWRITING; CONVERSION AND REPLACEMENT; PRODUCERS       9
   Section 4.1     Post-Closing Contracts                                    9
   Section 4.2     Parties' Responsibilities                                10
   Section 4.3     Conversion and Replacement                               11
   Section 4.4     Producers                                                13

ARTICLE V          COLLECTIONS                                              13
   Section 5.1     Collection Services                                      13

ARTICLE VI         CLAIMS HANDLING                                          14
   Section 6.1     Claim Administration Services                            14
   Section 6.2     Description of Claim Administration Services             14

ARTICLE VII        REGULATORY AND LEGAL PROCEEDINGS                         15
   Section 7.1     Notice of Action                                         15
   Section 7.2     Defense of Regulatory Complaints and Actions             15
   Section 7.3     Other Actions                                            16
   Section 7.4     Cooperation                                              17

ARTICLE VIII       SEPARATE ACCOUNT ADMINISTRATIVE SERVICES                 18
   Section 8.1     Separate Account Administrative Services                 18
   Section 8.2     Changes to Fund Options                                  18
   Section 8.3     Changes to Separate Account Fees                         19

                                       i



ARTICLE IX          MISCELLANEOUS SERVICES                                  20
   Section 9.1      Ceded Reinsurance Contracts                             20
   Section 9.2      Amendments and Replacements                             21
   Section 9.3      Vermont Captive Reinsurance Agreement                   21
   Section 9.4      Non-Guaranteed Elements                                 21
   Section 9.5      Contractholder Services                                 22
   Section 9.6      Principal Underwriting Agreement                        22
   Section 9.7      Other Services                                          22

ARTICLE X           NOTIFICATION TO CONTRACTHOLDERS                         23
   Section 10.1     Notification to Contractholders                         23

ARTICLE XI          QUARTERLY PREMIUM TAX AND INSOLVENCY FUND ACCOUNTINGS   23
   Section 11.1     Quarterly Accountings                                   23
   Section 11.2     Adjustments Regarding Quarterly Accountings             23

ARTICLE XII         CERTAIN ACTIONS BY COMPANY                              24
   Section 12.1     Filings                                                 24
   Section 12.2     Annual Adjustment                                       24

ARTICLE XIII        REGULATORY MATTERS AND REPORTING                        24
   Section 13.1     Regulatory Compliance and Reporting                     24
   Section 13.2     Additional Reports and Updates                          26
   Section 13.3     Additional Reports                                      26

ARTICLE XIV         BOOKS AND RECORDS                                       26
   Section 14.1     Maintenance of Books and Records                        26

ARTICLE XV          COOPERATION                                             27
   Section 15.1     Cooperation                                             27

ARTICLE XVI         PRIVACY REQUIREMENTS                                    28
   Section 16.1     Confidentiality Obligations                             28
   Section 16.2     Security Incidents                                      28

ARTICLE XVII        CONSIDERATION FOR ADMINISTRATIVE SERVICES               29
   Section 17.1     Consideration for Administrative Services               29

ARTICLE XVIII       BANK ACCOUNTS; TRADEMARKS                               29
   Section 18.1     Establishment of Bank Accounts                          29
   Section 18.2     Trademarks                                              30

ARTICLE XIX         INDEMNIFICATION                                         32
   Section 19.1     Administrator's Obligation to Indemnify                 32
   Section 19.2     Company's Obligation to Indemnify                       33
   Section 19.3     Definitions                                             34
   Section 19.4     Applicability of Stock Purchase Agreement               34

                                      ii



   Section 19.5      No Duplication                                         34

ARTICLE XX           DURATION; TERMINATION                                  35
   Section 20.1      Duration                                               35
   Section 20.2      Termination                                            35

ARTICLE XXI          GENERAL PROVISIONS                                     36
   Section 21.1      Schedules and Exhibits                                 36
   Section 21.2      Notices                                                37
   Section 21.3      Interpretation                                         38
   Section 21.4      Entire Agreement; Third Party Beneficiaries            38
   Section 21.5      Governing Law                                          38
   Section 21.6      Assignment                                             38
   Section 21.7      Jurisdiction; Enforcement                              38
   Section 21.8      Severability; Amendment; Modification; Waiver          39
   Section 21.9      Specific Performance                                   40
   Section 21.10     Counterparts                                           40
   Section 21.11     Survival                                               40

                                      iii



                       ADMINISTRATIVE SERVICES AGREEMENT

   This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), effective as of
April 1, 2014 (the "Inception Date"), is entered into by and between LINCOLN
BENEFIT LIFE COMPANY, a Nebraska domiciled stock life insurance company (the
"Company"), and ALLSTATE LIFE INSURANCE COMPANY, an Illinois domiciled stock
life insurance company (the "Administrator", and together with the Company, the
"Parties", and each a "Party").

                                   RECITALS:

   WHEREAS, the Administrator owns 100% of the issued and outstanding capital
stock of the Company;

   WHEREAS, the Administrator, Resolution Life Holdings, Inc., a corporation
organized under the laws of the State of Delaware (the "Buyer") and, solely for
the purposes of Section 5.25 and Article X thereof, Resolution Life L.P., a
Bermuda limited partnership, have entered into a Stock Purchase Agreement dated
as of July 17, 2013, as amended (the "Stock Purchase Agreement"), pursuant to
which the Administrator proposes to sell, and the Buyer proposes to purchase,
100% of the issued and outstanding capital stock of the Company;

   WHEREAS, the Stock Purchase Agreement provides, among other things, for the
Company and the Administrator to enter into this Agreement;

   WHEREAS, pursuant to the Amended and Restated Reinsurance Agreement entered
into between the Company and the Administrator, effective as of 12:01 a.m.
Central Time on April 1, 2014 (the "Reinsurance Agreement"), the Administrator
(in its capacity as Reinsurer) has agreed to indemnify the Company for (i) on a
coinsurance basis, one hundred percent (100%) of the General Account
Liabilities of the Company, (ii) on a modified coinsurance basis, one hundred
percent (100%) of the Separate Account Liabilities of the Company and (iii) one
hundred percent (100%) of the Reinsurer Extra Contractual Obligations (each as
defined in the Reinsurance Agreement);

   WHEREAS, the Company wishes to appoint the Administrator to provide the
administrative services with respect to the LBL Contracts, the Ceded
Reinsurance Contracts and the Shared Separate Account (each as defined below)
set forth in this Agreement, and the Administrator desires to provide such
administrative services;

   WHEREAS, the Company and the Administrator are parties to the General
Account Reinsurance Agreement and the Variable Annuity Reinsurance Agreement,
pursuant to which the Administrator reinsures liabilities in respect of the
variable annuity contracts written by the Company (the "VA Business"), and the
VA ASA, pursuant to which the Administrator is obligated to provide
administrative services to the Company in respect of the VA Business, and such
agreements will continue in full force and effect in accordance with its terms
following the Inception Date;

   WHEREAS, the Company is also a party to a reinsurance agreement, effective
September 30, 2012 (the "Vermont Captive Reinsurance Agreement"), pursuant to
which the Company

                                       1



cedes to its current Affiliate, Lincoln Benefit Reinsurance Company, a Vermont
domiciled captive insurance company (the "Vermont Captive"), one hundred
percent (100%) of the policy benefits under specified universal life insurance
policies written by the Company with issue dates within the range set forth in
the Vermont Captive Reinsurance Agreement (the "Vermont Captive Contracts");

   WHEREAS, the Company also wishes to appoint the Administrator to provide the
administrative services with respect to the Vermont Captive Contracts and the
Vermont Captive Reinsurance Agreement set forth in this Agreement, and the
Administrator desires to provide such administrative services.

   NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein, the Parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

   Section 1.1 Definitions. Any capitalized term used but not defined herein,
unless otherwise indicated, shall have the meaning set forth in the Reinsurance
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

      "Action" shall have the meaning specified in the Stock Purchase Agreement.

      "Administered Business" shall mean the LBL Contracts, the Shared Separate
   Account, the Vermont Captive Contracts, the Vermont Captive Reinsurance
   Agreement and the portion of the Ceded Reinsurance Contracts that relates to
   LBL Contracts.

      "Administrative Services" shall have the meaning specified in Section 2.1.

      "Administrator" shall have the meaning specified in the Preamble.

      "Administrator Breach" shall have the meaning specified in Section 19.1.

      "Administrator Indemnified Parties" shall have the meaning set forth in
   Section 19.2.

      "Affiliate" shall have the meaning specified in the Stock Purchase
   Agreement.

      "Agreement" shall have the meaning specified in the Preamble.

      "Annual Adjustment" shall have the meaning specified in Section 12.2.

      "Applicable Law" shall have the meaning specified in the Stock Purchase
   Agreement.

      "Business Day" shall have the meaning specified in the Stock Purchase
   Agreement.

                                       2



      "Buyer" shall have the meaning specified in the Preamble.

      "Cap" shall have the meaning specified in Section 19.3.

      "Capped Losses" shall have the meaning specified in Section 19.1.

      "Claims" shall have the meaning specified in the Section 6.1.

      "Claimants" shall have the meaning specified in the Section 6.2.

      "Company" shall have the meaning specified in the Preamble.

      "Company Breach" shall have the meaning specified in Section 19.2.

      "Company Business" shall have the meaning specified in the Stock Purchase
   Agreement.

      "Company Indemnified Parties" shall have the meaning specified in
   Section 19.1.

      "Covered Insurance Policies" means the LBL Contracts and the Vermont
   Captive Contracts.

      "Customer Information" shall have the meaning specified in the
   Section 16.1.

      "Customers" shall have the meaning specified in the Section 16.1.

      "Designated Company Conversion Policies" means (i) Underwriting Period
   Conversion Policies and (ii) Post-Underwriting Period Conversion Policies.

      "Disaster Recovery Policies" shall have the meaning specified in the
   Section 3.6.

      "Excluded Conversion Policies" means policies issued from and after the
   Inception Date as a result of the exercise of a policyholder of any
   conversion right in a Pre-Closing Policy or a Post-Closing Policy, other
   than Designated Company Conversion Policies.

      "Final True-Up Period" shall have the meaning specified in Section 8.4.

      "Governmental Entity" shall have the meaning specified in the Stock
   Purchase Agreement.

      "Inception Date" has the meaning specified in the Preamble.

      "Information Security Program" shall have the meaning specified in the
   Section 16.1.

      "Insolvency Fund Quarterly Accounting" shall have the meaning specified
   in Section 11.1.

                                       3



      "LBL Agreed Replacement Form" shall have the meaning specified in
   Section 4.3(f).

      "LBL Contracts" shall have the meaning specified in the Reinsurance
   Agreement; provided, however, that for purposes of this Agreement, LBL
   Contracts shall not include any Post-Underwriting Period Conversion Policies.

      "LBL Convertible Policy" shall have the meaning specified in
   Section 4.3(f).

      "LBL Reinsured Replacement Policy" shall have the meaning specified in
   Section 4.3(f).

      "LBL Replacement Policy" shall have the meaning specified in
   Section 4.3(f).

      "LBL Replacement Policy Reinsurance Agreements" shall have the meaning
   specified in Section 4.3(f).

      "Liability" shall have the meaning specified in the Stock Purchase
   Agreement.

      "Licensed Names and Marks" shall have the meaning specified in
   Section 18.2.

      "Licensor Standards" shall have the meaning specified in Section 18.2.

      "Materials" shall have the meaning specified in Section 18.2.

      "Monthly Separate Account Administrative Fee" shall have the meaning
   specified in Schedule A.

      "New Conversion Policy Form" shall have the meaning specified in
   Section 4.3(b).

      "New York Court" shall have the meaning specified in Section 21.7.

      "Person" shall have the meaning specified in the Stock Purchase Agreement.

      "Post-Inception Date Assessments" shall have the meaning specified in
   Section 11.1.

      "Post-Underwriting Period Conversion Policies" shall have the meaning
   specified in Section 4.3(b).

      "Pre-Closing Date Period" shall have the meaning specified in Section 8.4.

      "Premium Tax Credits" shall have the meaning specified in Section 12.2.

      "Principal Underwriting Agreement" shall have the meaning specified in
   the Stock Purchase Agreement.

      "Quarterly Accountings" shall have the meaning specified in Section 11.1.

                                       4



      "Quarterly Premium Tax Accounting" shall have the meaning specified in
   Section 11.1.

      "Reinsurance Agreement" shall have the meaning specified in the Preamble.

      "Reinsured Convertible Policy" shall have the meaning specified in
   Section 4.3(a).

      "Reinsurer" means the Administrator in its capacity as reinsurer under
   the Reinsurance Agreement.

      "Replacement Policy" shall have the meaning specified in Section 4.3(a).

      "Retained Services" shall have the meaning specified in Section 2.3.

      "Security Incident" shall have the meaning specified in Section 16.2.

      "Shared Separate Account" means the Lincoln Benefit Life Variable Life
   Account 40 Act File No. 811-9154.

      "Stock Purchase Agreement" shall have the meaning specified in the
   Preamble.

      "Subcontractor" shall have the meaning specified in Section 3.3.

      "Tax Return" shall have the meaning specified in the Stock Purchase
   Agreement.

      "Taxes" shall have the meaning specified in the Stock Purchase Agreement.

      "Transaction Agreements" shall have the meaning specified in the Stock
   Purchase Agreement.

      "True-Up Period" shall have the meaning specified in Section 8.4.

      "True-Up Sum" shall have the meaning specified in Section 8.4.

      "Underwriting Period Conversion Policy" shall have the meaning specified
   in Section 4.1(a).

      "Underwriting Termination Date" means (i) with respect to annuity
   contracts, December 31, 2013, (ii) with respect to life insurance policies
   other than variable universal life insurance policies, December 31, 2015 and
   (iii) with respect to variable universal life insurance policies,
   December 31, 2016.

      "VA ASA" means the Administrative Services Agreement by and between the
   Administrator and the Company, effective as of June 1, 2006.

      "VA Business" shall have the meaning specified in the Preamble.

      "Variances" shall have the meaning specified in Section 8.4.

                                       5



      "Variance Limit" shall have the meaning specified in Section 8.4.

      "Vermont Captive" shall have the meaning specified in the Preamble.

      "Vermont Captive Bank Accounts" shall have the meaning specified in
   Section 18.2.

      "Vermont Captive Contracts" shall have the meaning specified in the
   Preamble.

      "Vermont Captive Reinsurance Agreement" shall have the meaning specified
   in the Preamble.

                                  ARTICLE II

                         AUTHORITY; RETAINED SERVICES

   Section 2.1 Authority. Subject to Section 2.3, the Company hereby appoints
the Administrator, and the Administrator hereby accepts appointment, to provide
as an independent contractor of the Company, from and after the Inception Date,
on the terms and subject to the limitations as set forth in this Agreement, all
administrative services necessary or appropriate with respect to the
Administered Business, including those provided by or on behalf of the
Administrator specifically with respect to the Administered Business prior to
the Inception Date (unless the Administrator and the Company mutually decide
any such services are no longer necessary or appropriate, which decision of
each of the Parties shall not be unreasonably withheld, conditioned or
delayed), and those set forth in this Agreement and on Schedule A, other than
the Retained Services (the "Administrative Services"). At all times during the
term of this Agreement, the Administrator shall hold, possess and maintain,
either directly or through the appointment of Subcontractors permitted pursuant
to Section 3.3, any and all licenses, franchises, permits, privileges,
immunities, approvals and authorizations from any Governmental Entity that are
necessary to perform the Administrative Services.

   Section 2.2 Violations of Applicable Law and Applicable Contracts.
Notwithstanding any other provision of this Agreement to the contrary, the
Company shall have the right to direct the Administrator to perform any action
necessary for the Administered Business or the administration thereof to comply
with Applicable Law or the terms of the LBL Contracts, Ceded Reinsurance
Contracts or Vermont Captive Contracts, or to cease performing any action that
constitutes a violation of Applicable Law or the terms of the LBL Contracts,
Ceded Reinsurance Contracts or Vermont Captive Contracts, to the extent such
action, inaction or administration is within the control of the Administrator,
taking into account the recommendations of the Administrator provided to the
Company hereunder, which the Company shall only reject in good faith and in
light of the intent of the parties to and the stated purposes of the Stock
Purchase Agreement, this Agreement and the other Transaction Agreements. The
Administrator shall have the right to direct the Company to perform any action
necessary for the Administered Business or the administration thereof to comply
with Applicable Law or the terms of the LBL Contracts, Ceded Reinsurance
Contracts or Vermont Captive Contracts, or to cease performing any action that
constitutes a violation of Applicable Law or the terms of the LBL Contracts,

                                       6



Ceded Reinsurance Contracts or Vermont Captive Contracts, in either case to the
extent such action, inaction or administration constitutes a Retained Service.

   Section 2.3 Retained Services. The Parties hereby agree that,
notwithstanding anything herein to the contrary, the Company shall, for the
term of this Agreement, continue to provide on its own behalf (i) those
administrative services described in Schedule B, (ii) those administrative
services that the Company is required by Applicable Law to perform without the
Administrator or a third party acting on its behalf and (iii) the preparation
of accounting reports, tax returns, guaranty fund reports, and other reports
and certifications contemplated in Articles XI and XII, in each instance, where
applicable, based on information with respect to the LBL Contracts and Vermont
Captive Contracts provided by the Administrator as contemplated therein
(collectively, the "Retained Services"), in each case, (i) in accordance with
the applicable terms of this Agreement, (ii) in compliance with Applicable Law,
(iii) in a professional, competent and workmanlike manner, with the skill,
diligence and expertise that would reasonably be expected from experienced and
qualified personnel performing such duties in like circumstances, and (iv) at a
level no lower than the service standards applied by the Company to other
comparable insurance business administered by the Company for its own account.
The Administrator shall have no obligation to provide such Retained Services
but shall provide assistance with respect to the Administered Business
reasonably requested by the Company in connection therewith in a timely manner
to enable the Company to perform such Retained Services. The Company shall not
be deemed to be in breach of this Agreement as a result of any failure to
perform, or inadequacy in the performance of, Retained Services hereunder to
the extent the performance of such Retained Services is reasonably dependent
upon Administrative Services or the performance by the Administrator or its
Affiliates of their obligations under the Transaction Agreements that have not
been performed. The Administrator shall promptly reimburse the Company for any
documented and reasonable out-of-pocket costs or expenses incurred by it in the
performance of the Retained Services to the extent (a) such Retained Services
(1) relate solely to the Administered Business but not the Company Business,
(2) do not constitute entity-level services required to be performed by or on
behalf of the Company and (3) are not in the ordinary course of business of the
Company, and (b) such out-of-pocket costs and expenses in aggregate exceed
$15,000 in the calendar month for which such costs and expenses are being
sought for reimbursement or $120,000 in the calendar year for which such costs
and expenses are being sought for reimbursement. For the avoidance of doubt,
but subject to the other terms and conditions of this Agreement, the
Administrator shall have no obligation under this Agreement to perform any
services other than with respect to the Administered Business (which includes
the services with respect to the Shared Separate Account set forth in
Schedule A).

   Section 2.4 Power of Attorney. Subject to the terms and conditions herein,
the Company hereby appoints and names the Administrator, acting through its
authorized Subcontractors, and each of their respective officers and employees,
as the Company's lawful attorney-in-fact, from and after the Inception Date for
so long as the Administrator is authorized to perform the Administrative
Services and solely to the extent necessary to provide the Administrative
Services, (a) to do any and all lawful acts that the Company might have done
with respect to the Administered Business, and (b) to proceed by all lawful
means (i) to perform any and all of the Company's obligations with respect to
the Administered Business, (ii) to enforce any right and defend (in the name of
the Company, when necessary) against any liability arising with respect to the
Administered Business, (iii) to sue or defend (in the name of the

                                       7



Company, when necessary) any Action arising from or relating to the
Administered Business, (iv) to collect any and all Recoveries due or payable
under or relating to the LBL Contracts, the Shared Separate Account with
respect to the LBL Contracts, and the Ceded Reinsurance Contracts; (v) to
collect any and all amounts due or payable to the Company under or relating to
the Vermont Captive Contracts; (vi) to sign (in the Company's name, when
necessary) vouchers, receipts, releases and other papers in connection with any
of the foregoing matters, (vii) to enforce the rights and perform the
obligations of the Company under any agency, distribution or service
arrangements to the extent related to the LBL Contracts or the Vermont Captive
Contracts; (viii) to take actions necessary, as may be reasonably determined by
the Administrator, to maintain the Administered Business in compliance with
Applicable Law; (ix) to request rate and form changes for the LBL Contracts in
accordance with Article IV herein; and (x) to do everything lawful in
connection with the satisfaction of the Administrator's obligations and the
exercise of its rights under this Agreement.

                                  ARTICLE III

            STANDARD FOR SERVICES; FACILITIES; SUBCONTRACTING, ETC.

   Section 3.1 Services; Standard for Services. Subject to Article II, from and
after the Inception Date and thereafter during the term of this Agreement
(unless otherwise specified), the Administrator shall perform the
Administrative Services, and the Administrator's performance of the
Administrative Services shall comply with and be subject in all events to the
standards set forth in this Section 3.1. The Administrator shall provide the
Administrative Services in all material respects in accordance with the terms
of the LBL Contracts, the Ceded Reinsurance Contracts, the Vermont Captive
Contracts and the Vermont Captive Reinsurance Agreement and, if applicable,
their respective registration statements. In addition, the Administrator shall
provide the Administrative Services (i) in accordance with the applicable terms
of this Agreement, (ii) in compliance with Applicable Law, (iii) in a
professional, competent and workmanlike manner, with the skill, diligence and
expertise that would reasonably be expected from experienced and qualified
personnel performing such duties in like circumstances, and (iv) at a level no
lower than the service standards applied by Administrator to other comparable
insurance business administered by the Administrator for its own account.

   Section 3.2 Facilities and Personnel. The Administrator shall at all times
maintain either directly or through the appointment of Subcontractors,
sufficient facilities and trained personnel of the kind necessary to perform
its obligations under this Agreement in accordance with the performance
standards set forth herein.

   Section 3.3 Subcontracting. The Administrator may subcontract for the
performance of any Administrative Service to: (a) any Person if the service to
be subcontracted is primarily a routine task or function; (b) an Affiliate of
the Administrator; (c) any reinsurer under a Ceded Reinsurance Contract or an
ALIC Outward Reinsurance Contract or its Affiliates; (d) an existing
subcontractor that was providing such service to the Company immediately before
the Closing Date; (e) any subcontractor to which Administrator or an Affiliate
subcontracts the same or similar services for business administered for its own
account; and (f) any other Person with the prior written consent of the
Company, such consent not to be unreasonably withheld, conditioned or delayed
(each such subcontracting party, a "Subcontractor"), provided that no such

                                       8



subcontracting shall relieve the Administrator from any of its obligations or
liabilities hereunder, and the Administrator shall remain responsible for all
obligations or liabilities of such Subcontractor with respect to the providing
of such service or services as if provided by the Administrator.

   Section 3.4 Independent Contractor. For all purposes hereof, except as
explicitly set forth herein, the Administrator shall at all times act as an
independent contractor and the Administrator and its Affiliates, on the one
hand, and the Company and its Affiliates, on the other hand, shall not be
deemed an agent, lawyer, employee, representative, joint venturer or fiduciary
of one another, nor shall this Agreement or the Administrative Services or any
activity or any transaction contemplated hereby be deemed to create any
partnership or joint venture between the Parties or among their Affiliates.

   Section 3.5 Limitation on Services. The Administrator shall not be deemed to
be in breach of this Agreement as a result of any failure to perform, or
inadequacy in the performance of, Administrative Services hereunder to the
extent the performance of such Administrative Services is reasonably dependent
upon Retained Services or the performance by Buyer or its Affiliates of their
obligations under the Transaction Agreements (other than the Company's
obligations under the Principal Underwriting Agreement with respect to the LBL
Contracts, solely to the extent that the Administrator is responsible hereunder
for the Company's performance of such obligations) that have not been
performed. This Section 3.5 shall not be construed to limit the rights and
remedies otherwise available to the Administrator or its Affiliates in the
event of any breach by the Company, Buyer or any of their Affiliates of any of
the Transaction Agreements.

   Section 3.6 Disaster Recovery. The Administrator has made available to the
Company its backup, business continuation and disaster recovery plans
applicable to the business of the Administrator (the "Disaster Recovery
Policies") in effect as of the Inception Date. From time to time upon the
Company's written request, the Administrator shall deliver a copy of its
then-current Disaster Recovery Policies to the Company. For as long as
Administrative Services are provided hereunder, the Administrator shall, and
shall cause its Affiliates to, abide by the Disaster Recovery Policies with
respect to the Administered Business. At all times during the term of this
Agreement, the Disaster Recovery Policies applicable to the Administered
Business shall be no less protective of the Administered Business than the
backup, business continuation and disaster recovery plans applicable to
insurance business administered by the Administrator for its own account.

                                  ARTICLE IV

              UNDERWRITING; CONVERSION AND REPLACEMENT; PRODUCERS

   Section 4.1 Post-Closing Contracts. Subject to the terms of this Article IV:

       (a) from the Inception Date until the first to occur of (i) the
Underwriting Termination Date or (ii) the termination of this Agreement, the
Administrator shall be authorized to (x) issue, in the name of the Company,
life insurance policies and annuity contracts of the types included in, and
utilizing the same forms, rates and prospectuses as are in use for, the Pre-

                                       9



Closing Policies, with amendments to such forms, rates and prospectuses from
time to time as are necessary for the issuance of such policies or contracts to
comply with Applicable Law or for any other business purpose, and shall be
authorized to file and seek necessary approvals from applicable Governmental
Entities, in the name of the Company, with respect to any such amendments;
provided that the Administrator's authority to file amendments to any such
rates shall be subject to the prior written consent of the Company (not to be
unreasonably withheld, conditioned or delayed), and (y) withdraw such products,
forms, rates and prospectuses. Life insurance policies issued by the
Administrator pursuant to this Section 4.1(a) upon conversion of a Pre-Closing
Policy or a Post-Closing Policy produced by an Exclusive Producer are referred
to herein as "Underwriting Period Conversion Policies".

       (b) the Administrator shall be authorized to issue, in the name of the
Company from and after the Inception Date, solely to the extent required to
comply with Applicable Law, life insurance policies and annuity contracts as
required to replace or remediate LBL Contracts or Vermont Captive Contracts.

   Section 4.2 Parties' Responsibilities.

       (a) The Administrator, at its sole cost and expense (but without
duplication of amounts payable under the Reinsurance Agreement), shall assume
all responsibility for (i) the provision of all applications and other
contractholder materials to agents and persons seeking to apply for
Post-Closing Policies (other than the Post-Underwriting Period Conversion
Policies), (ii) all underwriting necessary or appropriate with respect to such
applicants pursuant to the underwriting guidelines utilized by the Company as
of the Inception Date, or as may be otherwise agreed by the Parties (the
agreement of the Company not to be unreasonably withheld, conditioned or
delayed), (iii) the processing of underwriting-related transactions in respect
of the Post-Closing Policies (other than the Post-Underwriting Period
Conversion Policies) and (iv) the issuance of Post-Closing Policies (other than
the Post-Underwriting Period Conversion Policies).

       (b) The Company shall assume all responsibility for (i) the provision of
all applications and other contractholder materials to agents and persons
seeking to apply for Post-Underwriting Period Conversion Policies and Excluded
Conversion Policies, (ii) with respect to Post-Underwriting Period Conversion
Policies, all underwriting necessary or appropriate with respect to such
applicants pursuant to the underwriting guidelines as may be agreed by the
Parties (the agreement of the Parties not to be unreasonably withheld,
conditioned or delayed), (iii) if needed, with respect to Excluded Conversion
Policies, all underwriting necessary or appropriate with respect to such
applicants, (iv) the processing of underwriting-related transactions in respect
of the Post-Underwriting Period Conversion Policies and Excluded Conversion
Policies and (v) the issuance of Post-Underwriting Period Conversion Policies
and Excluded Conversion Policies. Without limiting the generality of Article XV
or any other provision of this Agreement, the Administrator shall reasonably
cooperate and provide all assistance, information and records reasonably
available to it as may reasonably be requested by the Company in connection
with the Company's performance of the foregoing obligations.

       (c) The Administrator shall promptly notify the Company of all revisions
to the LBL Contracts and Vermont Captive Contracts made pursuant to Section 4.1
and shall, on

                                      10



behalf of the Company, prepare and provide to Contractholders all such
revisions to the LBL Contracts and Vermont Captive Contracts to be made by the
Company.

   Section 4.3 Conversion and Replacement.

       (a) From and after the Inception Date, the Administrator shall be
entitled, to the extent permitted by Applicable Law, to offer to any holder of
a Pre-Closing Policy or a Post-Closing Policy, in each case that entitles the
holder thereof to convert such policy to another policy written by the Company
(a "Reinsured Convertible Policy"), the opportunity to convert such Reinsured
Convertible Policy into a policy written by the Administrator or one of its
Affiliates (a "Replacement Policy"). If such offer is not accepted, or if no
such offer is timely made, then subject to the terms of this Article IV,
(i) the Administrator shall issue, in the name of the Company, an Underwriting
Period Conversion Policy upon exercise by the policyholder of a Reinsured
Convertible Policy, on or prior to December 31, 2015, of such policyholder's
right to receive a conversion policy issued by the Company, and (ii) the
Company shall issue a Post-Underwriting Period Conversion Policy upon exercise
by the policyholder of a Reinsured Convertible Policy, on or after January 1,
2016, of such policyholder's right to receive a conversion policy issued by the
Company, as applicable.

       (b) From and after January 1, 2016 with respect to life insurance
policies other than variable universal life insurance policies, and from and
after January 1, 2017 with respect to variable universal life insurance
policies, the Company may (i) amend any of its policy forms, rates and
prospectuses from time to time, (ii) cease offering any such policy forms,
rates and prospectuses and (iii) withdraw any such product, form, rate or
prospectus, provided, however, that until such time as no Reinsured Convertible
Policies are outstanding, the Company shall maintain in effect at least one
(1) new life policy form and associated rate filing developed jointly by the
Parties, that meets the requirements of each Reinsured Convertible Policy for a
conversion policy issued by the Company. In connection with the Company's
requirement to maintain such policy form and associated rate filings, after the
Inception Date the Parties will work together to develop and submit to
appropriate Governmental Entities, as soon as practicable, a life insurance
policy form and associated rate filing that meets the requirements of each
Reinsured Convertible Policy for a conversion policy (the "New Conversion
Policy Form"), provided, that if such form and associated rate filings have not
been agreed to by the Parties by September 30, 2014 then the Administrator's
approval of any such policy form and associated rate filing developed in good
faith by the Company (after providing the Administrator reasonable opportunity
to comment thereon and taking into account the recommendations of the
Administrator) shall not be unreasonably withheld, conditioned or delayed. Any
policy issued on a New Conversion Policy Form to meet the conversion
requirements of a Reinsured Convertible Policy originally produced by an
Exclusive Producer shall constitute a "Post-Underwriting Period Conversion
Policy." Any amendments to the New Conversion Policy Form (including the
associated rate filing) shall require the prior written consent of each Party
in order for any such amended policy to continue to be eligible for issuance as
a Post-Underwriting Period Conversion Policy. For the avoidance of doubt:
(x) other than the New Conversion Policy Form, no policy issued to satisfy the
conversion requirements of a Reinsured Convertible Policy produced by an
Exclusive Producer shall constitute a Post-Underwriting Period Conversion
Policy, and (y) subject to the Administrator's rights pursuant to
Section 4.1(a), nothing contained herein shall be construed to limit the
Company's right to develop and maintain

                                      11



policy forms, rates and prospectuses other than the New Conversion Policy Form,
or require the Company to discontinue offering any policy form, associated rate
or prospectus; provided, however, that if, after the Inception Date, the
Company chooses to issue new variable products, it shall form a new registered
separate account of the Company for the issuance of such products and shall not
issue such products through the Shared Separate Account.

       (c) Subject to the foregoing, the Administrator will share equally with
the Company the reasonable costs associated with the Company and
Administrator's joint development, filing, approval and maintenance of a New
Conversion Policy Form, for use from and after December 31, 2015, which costs
to the Administrator shall not exceed five hundred thousand dollars ($500,000).

       (d) The Company shall not, and shall cause each of its Affiliates not
to, target any LBL Contract for replacement with another policy written by the
Company or any other Person other than in accordance with the terms of this
Article IV, provided, however, that the restrictions in this Section 4.3(d)
shall not restrict general marketing and solicitation activities (i) not
specifically targeted or directed to holders of LBL Contracts or (ii) subject
to clause (i), targeted or directed to holders of insurance policies and
contracts included in the Company Business regardless of whether such holders
are also holders of LBL Contracts. From and after the Inception Date, Company
shall not, directly or indirectly, sell, convey or transfer all or
substantially all of its properties or assets to, any Person, in one
transaction or a series of transactions that are part of a common plan, or any
transaction that constitutes the functional equivalent of any of the foregoing,
unless the acquiring Person in such transaction or transactions expressly
agrees to assume all of the obligations of the Company under this
Section 4.3(d).

       (e) Upon a specific written request by the Administrator, and at the
Administrator's sole cost and expense, the Company shall provide such
information to Administrator for the use of the Exclusive Producers as is
reasonably necessary to permit Exclusive Producers to offer Designated Company
Conversion Policies on behalf of the Company to the holders of Reinsured
Convertible Policies.

       (f) If, after the Inception Date, any holder of a term life policy that
was included in the Company Business as of the Inception Date and that entitles
the holder thereof to convert such policy into another policy written by the
Company (an "LBL Convertible Policy") desires to convert such policy into a
conversion policy issued by the Company, the Administrator shall offer, or
shall cause one or more of its Affiliates, as applicable, to offer, to the
holder thereof the opportunity to convert such LBL Convertible Policy into any
of the Replacement Policies that are then being offered to the holders of the
Reinsured Convertible Policies. The Administrator's obligation to offer a
holder of an LBL Convertible Policy the opportunity to convert such policy into
a Replacement Policy shall be subject to receipt by the Administrator of any
required policyholder information from the Company as contemplated in this
Section 4.3(f). Any Replacement Policy issued by the Administrator or one of
its Affiliates to a holder of an LBL Convertible Policy pursuant to this
Section 4.3(f) (an "LBL Replacement Policy") shall be issued through an
Exclusive Producer. Within 30 days following the Inception Date, the
Administrator shall, or shall cause its Affiliates to, as applicable, provide
the Company with copies of the policy forms of all Replacement Policies
available as of the Inception Date to be offered to the holders of the
Reinsured Convertible Policies. If and when the Administrator or its

                                      12



Affiliates contemplate offering new Replacement Policies to holders of the
Reinsured Convertible Policies, the Administrator shall, or shall cause its
Affiliates to, provide the Company with copies of the policy forms of such new
Replacement Policies. The Company shall have 30 days following receipt of a
copy of a form of Replacement Policy to notify the Administrator in writing
that it approves the form of such Replacement Policy (any such form that is so
approved, an "LBL Agreed Replacement Form"). Any LBL Replacement Policy issued
on an LBL Agreed Replacement Form shall constitute an "LBL Reinsured
Replacement Policy". The Company shall reinsure all liabilities relating to the
LBL Reinsured Replacement Policies pursuant to one or more 100% quota share
reinsurance agreements on such terms and conditions as are mutually agreed by
the Parties consistent with the provisions of this Section 4.3(f) (the "LBL
Replacement Policy Reinsurance Agreements"). The Parties agree to, and the
Administrator agrees to cause its applicable Affiliates to, negotiate in good
faith the terms of the LBL Replacement Policy Reinsurance Agreements following
the Inception Date, such terms to include LBL's payment of a ceding commission
to compensate the Administrator or its Affiliates, as applicable, for Exclusive
Producer commissions and other policy acquisition costs incurred by the
Administrator or its applicable Affiliates in connection with the issuance of
the LBL Reinsured Replacement Policies. The Parties agree that the
Administrator or its Affiliates issuing the LBL Reinsured Replacement Policies
will retain administration of the LBL Reinsured Replacement Policies in
exchange for an expense allowance from the Company to be negotiated between the
Parties in good faith following the Inception Date. Subject to any limitations
under Applicable Law or contractual obligations and subject to obtaining any
required consents from policyholders, the Company shall provide such
information to the Administrator for the use of the Exclusive Producers as is
reasonably necessary to permit Exclusive Producers to offer Replacement
Policies to the holders of LBL Convertible Policies as contemplated in this
Section 4.3(f). The timing and format of such reporting shall be negotiated by
the Parties in good faith following the Inception Date.

   Section 4.4 Producers. From and after the Inception Date, the Administrator
shall have the sole and exclusive right and obligation, on behalf of the
Company, to (i) appoint and enter into agreements with Exclusive Producers for
the LBL Contracts, (ii) monitor the performance and licensing of the Exclusive
Producers for the LBL Contracts to the extent required by Applicable Law,
(iii) calculate and pay all commissions to Exclusive Producers in respect of
the LBL Contracts and (iv) terminate Exclusive Producers' authority and
agreements with Exclusive Producers with respect to the LBL Contracts,
provided, that the Administrator shall indemnify and hold harmless the Company
Indemnified Parties from and against any and all Indemnifiable Losses incurred
by any of them in connection with such actions.

                                   ARTICLE V

                                  COLLECTIONS

   Section 5.1 Collection Services. From and after the Inception Date and
subject to Section 2.3, the Administrator shall assume all responsibility for
the receipt and processing of all premiums, deposits, policy loan interest or
repayments and other Recoveries with respect to the LBL Contracts and the
Vermont Captive Contracts and the allocation of such amounts between the
General Account of the Company and, if applicable, the Shared Separate Account
in accordance with the terms of the LBL Contracts, the Vermont Captive
Contracts, the

                                      13



Reinsurance Agreement and this Agreement. The Administrator, on behalf of the
Company, shall process payment of any amounts to be paid out of the Shared
Separate Account in accordance with the terms of the applicable LBL Contract or
Vermont Captive Contract, to the extent of sufficient funds therein. The
Parties shall cooperate to establish procedures to prevent the commingling of
assets attributable to the Administered Business, on the one hand, and the
business of the Company that is not Administered Business, on the other hand,
including by establishment of separate lockboxes with respect to the LBL
Contracts and Vermont Captive Contracts, on the one hand, and the business of
the Company that is not Administered Business, on the other hand, and otherwise
to ensure that funds are traceable to the appropriate Company insurance policy.

       (a) The Company shall promptly remit to the Administrator all premiums,
deposits, policy loan interest and repayments, claims expenses, expense
allowance and all other Recoveries received by it with respect to the LBL
Contracts, the Shared Separate Account with respect to the LBL Contracts, the
Vermont Captive Contracts or the Vermont Captive Reinsurance Agreement and the
Administrator shall promptly remit to the Company all premiums, deposits,
policy loans, interest and repayments received by it with respect to the
Company Business.

                                  ARTICLE VI

                                CLAIMS HANDLING

   Section 6.1 Claim Administration Services. From and after the Inception
Date, subject to Section 2.3, the Administrator shall acknowledge, consider,
review, investigate, deny, settle, pay or otherwise dispose of each claim for
benefits and disbursements reported under each LBL Contract and Vermont Captive
Contract (each, a "Claim" and collectively the "Claims").

   Section 6.2 Description of Claim Administration Services. Without limiting
the foregoing, the Administrator shall:

      (i) provide claimants under the LBL Contracts and Vermont Captive
   Contracts and their authorized representatives (collectively, "Claimants")
   with Claim forms and provide reasonable explanatory guidance to Claimants in
   connection therewith;

      (ii) establish, maintain and organize Claim files and maintain and
   organize other Claims-related records;

      (iii) review all Claims and determine whether the Claimant is eligible
   for benefits and if so, the nature and extent of such benefits;

      (iv) prepare and distribute to the appropriate recipients and
   Governmental Entities any Claims reports as required by Applicable Law;

      (v) respond to all written or oral Claims-related communications that the
   Administrator reasonably believes to require a response;

                                      14



      (vi) maintain a complaint log with respect to the LBL Contracts and
   Vermont Captive Contracts in accordance with applicable requirements of
   Governmental Entities, and at the Company's request, provide a copy of such
   log; and

      (vii) respond to and manage any Claims-related matters pursuant to
   Article VII.

                                  ARTICLE VII

                       REGULATORY AND LEGAL PROCEEDINGS

   Section 7.1 Notice of Action. If the Company or the Administrator receives
notice of or otherwise becomes aware of any examination or Action instituted or
threatened in writing against the Company that relates exclusively or in part
to the Administered Business, such Party shall promptly notify the other Party
thereof, and in no event more than five (5) Business Days after receipt of
notice thereof, and shall promptly furnish to such other Party copies of all
pleadings in connection therewith.

   Section 7.2 Defense of Regulatory Complaints and Actions.

       (a) From and after the Inception Date, with respect to any examination
or Action initiated by a Governmental Entity with respect to the Administered
Business, the Administrator shall supervise and control the investigation,
contest, defense and/or settlement of all such Actions at its own cost and
expense, in the name of the Company when necessary, subject to Sections 2.3 and
clauses (b), (c) and (d) below. The Administrator's supervision and control of
such examinations and Actions shall not constitute a waiver of any right to
indemnification or payment that it may have under the terms of the Stock
Purchase Agreement, the Reinsurance Agreement, this Agreement or any other
Transaction Agreement.

       (b) The Company authorizes the Administrator to prepare, with a copy to
the Company, a response to any such examination or Action initiated by a
Governmental Entity with respect to the Administered Business within the
Governmental Entity's requested time frame for response or, if no such time
frame is provided, within the time frame as allowed by Applicable Law;
provided, that, subject to meeting such time frames, the Administrator shall
provide its proposed response to the Company for its prior review and comment;
provided, further, that with respect to such examinations or Actions that
relate in part to the Company Business, the Administrator shall not respond to
any such examinations or Actions without taking into account in good faith any
recommendations of the Company provided to the Administrator with respect to
such matters and shall not unreasonably reject such recommendations.

       (c) Notwithstanding anything in this Agreement to the contrary, the
Company, upon written notice to the Administrator and at its own cost and
expense, shall have the right at any time to supervise and exclusively control
the defense and/or settlement of any examination or Action initiated by a
Governmental Entity that, if successful, would reasonably be expected to
materially interfere with the business, financial condition or reputation of
the Company or any of its Affiliates; provided, however, the Company shall not
respond to any such examinations or Actions that relate to the Administered
Business without taking into account in good faith any recommendation of the
Administrator provided to the Company with respect to

                                      15



such matters and shall not unreasonably reject such recommendation, and shall
not settle or compromise any such examinations or Actions without the
Administrator's prior written consent (which consent shall not be unreasonably
withheld, delayed or conditioned). The Company's supervision and control of
such examinations and Actions shall not constitute a waiver of any right to
indemnification or payment that it may have under the terms of the Stock
Purchase Agreement, the Reinsurance Agreement, this Agreement or any other
Transaction Agreement.

       (d) The Administrator shall not settle or compromise any examination or
Action described in Section 7.2(a) without the Company's prior written consent
(which consent shall not be unreasonably withheld, delayed or conditioned)
unless (i) there is no finding or admission of any violation of Applicable Law
or any violation of the rights of any Person by the Company or any of its
Affiliates, (ii) the sole relief provided is monetary damages that are paid in
full by the Administrator or its Affiliates and a full and complete release is
provided to the Company and its Affiliates and (iii) the settlement does not
encumber any of the assets of the Company or its Affiliates or contain any
restriction or condition that would materially adversely affect the Company or
its Affiliates.

   Section 7.3 Other Actions.

       (a) From and after the Inception Date, with respect to any Action with
respect to the Administered Business by any Person other than a Governmental
Entity, the Administrator shall:

      (i) subject to Sections 2.3 and clauses (b), (c) and (d) below, supervise
   and control the investigation, contest, defense and/or settlement of all
   such Actions at its own cost and expense, in the name of the Company when
   necessary; and

      (ii) keep the Company fully informed of the progress of all Actions
   supervised or controlled by the Administrator in which the Company is a
   named party and, at the Company's request, provide to the Company a report
   summarizing the nature of such Action, the alleged actions or omissions
   giving rise to such Actions and copies of any files or other documents that
   the Company may reasonably request in connection with its review of such
   matters, in each case other than such files, documents and other information
   as would, in the judgment of counsel to the Administrator, lead to the loss
   or waiver of legal privilege.

       The Administrator's supervision and control of such Actions shall not
constitute a waiver of any right to indemnification or payment that it may have
under the terms of the Stock Purchase Agreement, the Reinsurance Agreement,
this Agreement or any other Transaction Agreement.

       (b) The Company shall have the right to engage its own separate legal
representation, at its own expense, and to participate fully in the defense of
any Action (other than Actions brought by a Governmental Entity, which are the
subject of Section 7.2) relating to the Administered Business with respect to
which the Company is a named party if such Action, if successful, reasonably
could be expected to materially interfere with the business, financial
condition or reputation of the Company or any of its Affiliates, without
waiving any right to

                                      16



indemnification or payment that it may have under the terms of the Stock
Purchase Agreement, the Reinsurance Agreement, this Agreement or any other
Transaction Agreement.

       (c) The Administrator shall not settle or compromise any Action
described in Section 7.3(b) without the Company's prior written consent (which
consent shall not be unreasonably withheld, delayed or conditioned) unless
(i) there is no finding or admission of any violation of Applicable Law or any
violation of the rights of any Person by the Company or any of its Affiliates,
(ii) the sole relief provided is monetary damages that are paid in full by the
Administrator or its Affiliates and a full and complete release is provided to
the Company and its Affiliates, (iii) the settlement does not encumber any of
the assets of the Company or its Affiliates or contain any restriction or
condition that would materially adversely affect the Company or its Affiliates
and (iv) the Action neither is certified, nor seeks certification, as a class
action.

       (d) The Company, upon written notice to the Administrator and at its own
cost and expense, shall have the right at any time to assume sole and exclusive
control over the response, defense, settlement or other resolution of any
Action (other than Actions brought by a Governmental Entity, which are the
subject of Section 7.2) that, if successful, reasonably could be expected to
materially interfere with the business, financial condition or reputation of
the Company or any of its Affiliates; provided, however, the Company shall not
respond to any such Actions without taking into account in good faith any
recommendation of the Administrator provided to the Company with respect to
such Actions and shall not unreasonably reject such recommendation, and shall
not settle or compromise any such Actions without the Administrator's prior
written consent (which consent shall not be unreasonably withheld, delayed or
conditioned). The Company's supervision and control of such examinations and
Actions shall not constitute a waiver of any right to indemnification or
payment that it may have under the terms of the Stock Purchase Agreement, the
Reinsurance Agreement, this Agreement or any other Transaction Agreement.

   Section 7.4 Cooperation. Each Party hereto shall cooperate with and assist
the controlling Party in responding to, defending, prosecuting and settling any
examination or Action under this Article VII; provided, that neither Party
shall be required to waive any applicable attorney-client, attorney work
product or other evidentiary privileges, and provided, further that neither
Party shall be required to provide the other Party access to any federal,
state, or local consolidated income Tax Return that includes the responding
Party or its Affiliates. Without limiting the generality of the foregoing, each
of the Parties shall assist each other and cooperate with the other Party in
doing all things necessary, proper or advisable in a commercially reasonable
manner in connection with any and all market conduct or other Governmental
Entity examinations to the extent related to the Administered Business.
Notwithstanding anything to the contrary contained in this Agreement, neither
the Company nor the Administrator shall have the authority to institute,
prosecute or maintain any regulatory proceeding on behalf of the other Party
without the prior written consent of such other Party, except as expressly
contemplated in this Agreement.

                                      17



                                 ARTICLE VIII

                   SEPARATE ACCOUNT ADMINISTRATIVE SERVICES

   Section 8.1 Separate Account Administrative Services. From and after the
Inception Date, subject to Section 2.3, in addition to the services described
in any Article of this Agreement, the Administrative Services with respect to,
or as a result of, the Shared Separate Account shall include those services set
forth on Schedule A attached hereto.

   Section 8.2 Changes to Fund Options.

       (a) From and after the Inception Date, the Administrator may make
recommendations to the Company as to changes in Fund options for the Shared
Separate Account from and after the Inception Date and the Company shall not
unreasonably reject such recommendations, but the Administrator will not change
Fund options for the Shared Separate Account unless such changes are made:
(a) with the prior written consent of the Company, such consent not to be
unreasonably withheld, conditioned or delayed, (b) in fulfillment of the
fiduciary obligations of the Company or (c) by the Board of Trustees of a Fund
to liquidate, merge or remove a Fund pursuant to the terms of the then-existing
fund participation agreements or through a regulatory process. If the
Administrator makes a change in the LBL Contracts or the Shared Separate
Account in connection with the change of a Fund option as permitted above, the
Administrator shall, at its own expense, prepare for signature by the Company
and transmit on behalf of the Company to the appropriate Governmental Entity
any SEC exemptive application, no-action letter or other regulatory filing
necessary to reflect or implement such change; provided however, that the
Administrator shall give the Company a reasonable opportunity to review and
comment thereon.

       (b) From and after the Inception Date, the Company will not change Fund
options for the Shared Separate Account unless such changes are made: (a) with
the prior written consent of the Administrator, such consent not to be
unreasonably withheld, conditioned or delayed, (b) in fulfillment of the
fiduciary obligations of the Company or (c) by the Board of Trustees of a Fund
to liquidate, merge or remove a Fund pursuant to the terms of the then-existing
fund participation agreements or through a regulatory process. If the Company
makes a change in the Company Business or the Shared Separate Account in
connection with the change of a Fund option as permitted above, the Company
shall, at its own expense, prepare and transmit to the appropriate Governmental
Entity any SEC exemptive application, no-action letter or other regulatory
filing necessary to reflect or implement such change; provided however, that
the Company shall give the Administrator a reasonable opportunity to review and
comment thereon. In the event that the Company adds any Fund options to the
Shared Separate Account, the Monthly Separate Account Administrative Fee shall
be adjusted to reflect any changes in the Administrator's costs of
administration of the Shared Separate Account resulting from the new Fund
option, in accordance with Schedule A.

       (c) In the event that the Parties mutually agree (such agreement not to
be unreasonably withheld, conditioned or delayed) that it is impracticable for
the Shared Separate Account to continue to include assets in respect of LBL
Contracts and Company Business, the Company and the Administrator shall
cooperate in the formation of a new registered separate

                                      18



account of the Company and the transfer from the Shared Separate Account to
such new separate account of all assets and amounts held in the Shared Separate
Account in respect of the LBL Contracts (the "Separate Account Separation"). In
such event, the Company and the Administrator shall mutually discuss in good
faith and agree on (i) how the Parties will share the fees, costs and expenses
associated with the Separate Account Separation and (ii) revisions to this
Agreement (including the Schedules hereto) to define their respective rights
and obligations with respect to the Shared Separate Account and the newly
formed separate account from and after the Separate Account Separation.

   Section 8.3 Changes to Separate Account Fees. From and after the Inception
Date, either Party may propose changes to any fees or other amounts receivable
from or in respect of Fund options for the Shared Separate Account for approval
by the other Party, which approval shall not be unreasonably withheld,
conditioned or delayed. In the event of any such changes in fees or other
amounts, the Monthly Separate Account Administrative Fee shall be adjusted to
reflect any changes in the Administrator's costs of administration of the
Shared Separate Account resulting therefrom, in accordance with Schedule A .
Nothing in this Section 8.3 shall apply to any changes to any Non-Guaranteed
Elements, which changes shall be made solely in accordance with Section 3.2 of
the Reinsurance Agreement.

   Section 8.4 Variances. Until termination or expiration of the Transition
Services Agreement, Section 2.4 of the Transition Services Agreement will
govern the rights of the Parties with respect to Variances (as defined below)
occurring while such agreement is in effect. Upon termination or expiration of
the Transition Services Agreement, Administrator shall provide to the Company
(a) such daily reports as the Administrator and/or its Affiliates produced
during the nine (9) months prior to the Inception Date (the "Pre-Closing Date
Period") summarizing (i) the discrepancies arising in the execution and
recording of investment transactions with respect to Company Business that are
caused by Administrator's errors, and (ii) gains or losses to the Company
resulting from late or incorrect prices being sent to the Company, if such late
or incorrect prices were caused by an Administrator error (collectively, the
items summarized in (a)(i) and (a)(ii) are the "Variances"), and (b) such
weekly and monthly reconciliation reports as the Administrator and/or its
Affiliates produce during the Pre-Closing Date Period. The Administrator shall
notify the Company within twenty-four (24) hours of identifying any Variance.
At the end of every twelve (12) month period following the termination or
expiration of the Transition Services Agreement (each, a "True-Up Period") and
once at the termination of this Agreement (the "Final True-Up Period"),
Administrator shall aggregate the Variances over the months occurring during
the applicable True-Up Period or Final True-Up Period (such aggregate being the
"True-Up Sum"). If the True-Up Sum for a True-Up Period or the Final True-Up
Period, as applicable, is negative and the absolute value of such negative
amount exceeds an amount equal to the product of ten thousand dollars ($10,000)
per month times the number of months of such True-Up Period or Final True-Up
Period (the "Variance Limit"), the Administrator shall remit such amount in
excess of the Variance Limit to the Company but not in excess of the Cap
(determined as of the last day of the applicable True-Up Period or the Final
True-Up Period, as applicable).

                                      19



                                  ARTICLE IX

                            MISCELLANEOUS SERVICES

   Section 9.1 Ceded Reinsurance Contracts.

       (a) From and after the Inception Date, subject to Section 2.3, the
Administrator shall have the authority and responsibility to, and shall, manage
and administer the portion of the Ceded Reinsurance Contracts that relates to
the LBL Contracts, including providing all reports and notices that relate to
the LBL Contracts required with respect to the Ceded Reinsurance Contracts to
the reinsurers within the time required by the applicable Ceded Reinsurance
Contract and doing all other things necessary to comply with the terms and
conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing,
the Administrator shall timely pay all reinsurance premiums due to reinsurers
under the Ceded Reinsurance Contracts with respect to the LBL Contracts, and
collect from such reinsurers all reinsurance recoverables due thereunder with
respect to the LBL Contracts. The Administrator shall also have the authority
to exercise any of the Company's rights with respect to trust accounts, letters
of credit or other security posted for the benefit of the Company in respect of
the LBL Contracts under any Ceded Reinsurance Contract that is not a Shared
Reinsurance Agreement. Notwithstanding the foregoing, in the event that the
Administrator materially fails to perform its obligations under this
Section 9.1(a) with respect to any Shared Reinsurance Agreement, then upon
written notice to the Administrator, the Company may assume the authority and
responsibility to manage and administer the portion of such Shared Reinsurance
Agreement that relates to the LBL Contracts, and the Administrator shall use
reasonable best efforts timely to provide any data, information, premiums and
other amounts necessary in connection with such management and administration
and shall otherwise cooperate in good faith with the Company in connection
therewith. Notwithstanding the foregoing, the Company shall reasonably
cooperate with Administrator, at Administrator's expense, in the administration
of the Ceded Reinsurance Contracts to the extent that the Company's
participation is required thereunder or is reasonably requested by the
counterparty to any Ceded Reinsurance Contract.

       (b) The Company shall have the authority and responsibility to, and
shall, manage and administer the portion of the Shared Reinsurance Agreements
that does not relate to the LBL Contracts, including providing all reports and
notices that relate to policies other than the LBL Contracts required with
regard to such Shared Reinsurance Agreements to the reinsurer within the time
required by such Shared Reinsurance Agreements and doing all other things
necessary to comply with the terms and conditions of such Shared Reinsurance
Agreements. Without limiting the foregoing, the Company shall timely pay all
reinsurance premiums due to the reinsurer under such Ceded Reinsurance
Contracts with respect to the policies other than LBL Contracts, and collect
from such reinsurer all reinsurance recoverables due thereunder with respect to
the policies other than the LBL Contracts. Notwithstanding the foregoing, in
the event that the Company materially fails to perform its obligations under
this Section 9.1(b) with respect to such Shared Reinsurance Agreement, then
upon written notice to the Company, the Administrator may assume the authority
and responsibility to manage and administer the portion of such Shared
Reinsurance Agreement that does not relate to the LBL Contracts, and the
Company shall use reasonable best efforts timely to provide any data,
information, premiums and other amounts necessary in connection with such
management and administration and shall

                                      20



otherwise cooperate in good faith with the Administrator in connection
therewith. In the event that (i) the Company has not materially failed to
perform its obligation under this Section 9.1(b) with respect to a Shared
Reinsurance Agreement but (ii) the Company is determined to be obligated to
provide consolidated reporting with respect to such Shared Reinsurance
Agreement, the Parties shall cooperate in good faith to develop a mutually
agreeable method to manage and administer such Shared Reinsurance Agreement.
The Company shall have the right to exercise all of its rights with respect to
trust accounts, letters of credit or other security posted for the benefit of
the Company under any Shared Reinsurance Agreement; provided that it shall hold
in trust for the benefit of the Administrator, and transfer to the
Administrator, any amounts withdrawn by the Company from any such trust
accounts, letters of credit or other security that relate to the LBL Contracts
(which amounts constitute Recoveries under the Reinsurance Agreement);
provided, however, that the Company shall honor Administrator's requests for
collateral draws with respect to the LBL Contracts to the extent permitted
under such Shared Reinsurance Agreement.

   Section 9.2 Amendments and Replacements. From and after the Inception Date,
the Administrator shall have the right to terminate, amend or replace with a
new reinsurance agreement between the Administrator and the applicable
reinsurer, in whole or in part, any of the Ceded Reinsurance Contracts to the
extent such termination, amendment or replacement relates to the LBL Contracts
or Vermont Captive Contracts, respectively; provided such termination,
amendment or replacement does not affect the reinsurance coverage or other
reinsurance terms provided thereunder with respect to the Company Business. The
Company shall, upon the Reinsurer's request, cooperate with the Administrator
and take all actions reasonably requested by the Administrator to cause such
terminations, amendments or replacements of Ceded Reinsurance Contracts or to
cause such new Ceded Reinsurance Contracts to be entered into. The
Administrator shall reimburse the Company for all reasonable and documented
out-of-pocket costs and expenses incurred by the Company or its Affiliates in
connection with such terminations, amendments or replacements of Ceded
Reinsurance Contracts or the entering into of such new Ceded Reinsurance
Contracts.

   Section 9.3 Vermont Captive Reinsurance Agreement. The Administrator shall
have the authority and responsibility on behalf of the Company to manage and
administer the Vermont Captive Reinsurance Agreement, including providing all
reports and notices required thereunder to be provided by the Company within
the time required thereby.

   Section 9.4 Non-Guaranteed Elements.

       (a) With respect to the LBL Contracts, in accordance with the terms of
the Reinsurance Agreement, the Administrator may provide recommendations to the
Company as to the setting of all Non-Guaranteed Elements.

       (b) With respect to the Vermont Captive Contracts, the Administrator, in
consultation with the Vermont Captive, may, from time to time, make
recommendations to the Company with respect to Non-Guaranteed Elements so long
as the recommendations comply with the written terms of the Vermont Captive
Contracts, Applicable Law and Actuarial Standards of Practice promulgated by
the Actuarial Standard Board governing redetermination of non-guaranteed
charges. The Company shall establish Non-Guaranteed Elements, taking into

                                      21



account the recommendations of the Administrator (in consultation with the
Vermont Captive) with respect thereto. The Company shall fully consider any
such recommendations and act reasonably and in good faith in determining
whether any such recommendations should be accepted and shall not unreasonably
delay implementation of any accepted recommendations after such recommendations
are provided in writing, except to the extent that an applicable Governmental
Entity finally determines that Applicable Law would require the implementation
of such recommendations to apply to any policy or contract that constitutes
Company Business.

       (c) Notwithstanding anything to the contrary contained herein, in the
event that an applicable Governmental Entity finally determines that Applicable
Law would require the implementation of Administrator's recommendations with
respect to one or more LBL Contracts or Vermont Captive Contracts to apply to
any policy or contract that constitutes Company Business (a) the Parties shall
cooperate in good faith to develop a mutually agreeable plan to set
Non-Guaranteed Elements with respect to such LBL Contracts or Vermont Captive
Contracts and such Company Business, and the Parties shall implement any such
plan so agreed and (b) the Company shall not be liable for any Indemnified
Losses incurred by the Administrator as a result of the Company's failure to
implement Administrator's recommendations. In the event that the Company is
notified by an applicable Governmental Entity that it proposes making a
determination that Applicable Law would require the implementation of such
recommendations to apply to any policy or contract that constitute Company
Business, the Company shall promptly notify the Administrator of such
notification. The Parties will thereafter cooperate in good faith and use their
reasonable best efforts to reach agreements with such Governmental Entity that
will avoid a final determination to such effect. The Administrator acknowledges
that the Company has certain indemnification rights under the Reinsurance
Agreement for Indemnifiable Losses resulting from the Company's acceptance and
implementation of the Administrator's recommendations in accordance with this
Section 9.4.

   Section 9.5 Contractholder Services. From and after the Inception Date
subject to Section 2.3, the Administrator shall provide all contractholder
services in connection with the LBL Contracts and Vermont Captive Contracts.

   Section 9.6 Principal Underwriting Agreement. The Administrator shall have
the authority and responsibility on behalf of the Company to perform the
services and other obligations required of the Company, and to enforce the
Company's rights, under (a) the Principal Underwriting Agreement and (b) that
certain Selling Agreement dated August 2, 1999 by and between the Company,
Allstate Life Financial Services, Inc. and Allstate Financial Services, LLC
(f/k/a LSA Securities, Inc.), as amended, in each case to the extent relating
to the LBL Contracts and the Shared Separate Account covered thereunder;
provided, however, that the Administrator shall have no responsibility to
perform any indemnification obligations of the Company under the Principal
Underwriting Agreement or such Selling Agreement to the extent such obligations
arise out of any act or omission of the Company (other than an act or omission
for which Administrator is responsible hereunder).

   Section 9.7 Other Services. Subject to Section 2.3, the Administrator shall
provide such other administrative services as are necessary or appropriate to
fully effectuate the purpose of the Reinsurance Agreement, the Vermont Captive
Reinsurance Agreement and this Agreement, including such services as are not
performed by or on behalf of Company on the date

                                      22



hereof but the need for which may arise due to changes or developments in
Applicable Law and are consistent with the allocation of the services set forth
herein between the Administrator and the Company.

                                   ARTICLE X

                        NOTIFICATION TO CONTRACTHOLDERS

   Section 10.1 Notification to Contractholders. If required by Applicable Law,
the Administrator shall send to applicable contractholders under the LBL
Contracts and the Vermont Captive Contracts a written notice prepared by the
Administrator and reasonably acceptable to the Company to the effect that the
Administrator has been appointed by the Company to provide the Administrative
Services with respect to the LBL Contracts and the Vermont Captive Contracts,
as applicable. The Administrator shall send such notice by first class U.S.
mail at a time reasonably acceptable to the Company and the Administrator and
in all events in accordance with Applicable Law. Unless otherwise required by
Applicable Law, the Administrator may include such notice in a regularly
scheduled mailing to such contractholders in lieu of a separate mailing.

                                  ARTICLE XI

             QUARTERLY PREMIUM TAX AND INSOLVENCY FUND ACCOUNTINGS

   Section 11.1 Quarterly Accountings. Subject to Section 2.3, from and after
the Inception Date, within ten (10) Business Days after the end of each
calendar quarter that this Agreement is in effect (or more frequently as
mutually agreed by the Parties), the Company shall submit to the Administrator
a written statement of accounting in a form and containing such information to
be agreed upon by the Parties hereto (each, an "Insolvency Fund Quarterly
Accounting") setting forth the insolvency fund amounts assessed against or
payable by the Company, to the extent that such assessments constitute the
Company's General Account Liabilities in respect of the LBL Contracts and the
Vermont Captive Contracts (collectively, the "Post-Inception Date
Assessments"). In addition, within twenty (20) Business Days after the last day
of each calendar quarter that this Agreement is in effect (or more frequently
as mutually agreed by the Parties), the Administrator shall submit to the
Company a written statement of accounting in a form and containing such
information to be agreed upon by the Parties hereto (each, a "Quarterly Premium
Tax Accounting", and together with the Insolvency Fund Quarterly Accountings,
the "Quarterly Accountings") setting forth the estimated premium taxes due with
respect to the LBL Contracts and the Vermont Captive Contracts as a result of
premiums collected or annuitizations occurring during such quarter. Concurrent
with the delivery of each Quarterly Premium Tax Accounting, the Administrator
shall remit to the Company the amount set forth on such Quarterly Premium Tax
Accounting with respect to such estimated premium taxes due and the amount set
forth in such Insolvency Fund Quarterly Accounting with respect to the
Post-Inception Date Assessments, and any other amounts owed to the Company
pursuant to this Agreement.

   Section 11.2 Adjustments Regarding Quarterly Accountings. In the event that
subsequent data or calculations require revision of any of the Quarterly
Accountings, the

                                      23



required revision and appropriate payments thereunder shall be made within
twenty (20) Business Days after the Parties hereto mutually agree as to the
appropriate revision.

                                  ARTICLE XII

                          CERTAIN ACTIONS BY COMPANY

   Section 12.1 Filings. Subject to Section 2.3, the Company shall prepare and
timely file any filings required to be made with any Governmental Entity that
relate to the Company generally and not just to the LBL Contracts or the
Vermont Captive Contracts, including filings with guaranty associations and
filings and premium tax returns with taxing authorities. The Administrator
shall timely provide to the Company upon request all information in the
possession of the Administrator with respect to the LBL Contracts and the
Vermont Captive Contracts that may be reasonably required for the Company to
prepare such filings and tax returns.

   Section 12.2 Annual Adjustment. The Company shall pay or provide to the
Administrator the benefit of any Post-Inception Date Assessments which have
been applied to reduce the Company's premium tax liability ("Premium Tax
Credits"). The Company shall provide to the Administrator by April 15 of each
year a statement of the amount (the "Annual Adjustment") of (i) premium taxes
(including retaliatory taxes) paid with respect to premiums collected or
annuitizations occurring during the prior calendar year (to the extent that
such taxes constitute the Company's General Account Liabilities), less
(ii) estimated premium taxes paid by the Administrator to the Company with
respect to such premiums under the provisions of Article XI, less (iii) Premium
Tax Credits for the prior calendar year. By May 31 of each year the
Administrator shall pay to the Company the Annual Adjustment, if a positive
amount, and the Company shall pay or credit to the Administrator the absolute
value of the Annual Adjustment, if a negative amount.

                                 ARTICLE XIII

                       REGULATORY MATTERS AND REPORTING

   Section 13.1 Regulatory Compliance and Reporting. Subject to Section 2.3,
upon the timely and reasonable request of the Company, the Administrator shall
provide to the Company such information with respect to the LBL Contracts and
the Vermont Captive Contracts as is reasonably required to enable the Company
timely to comply with regulatory and financial reporting requirements
applicable to the Company from time to time, other than such regulatory and
financial reporting requirements that are required because the Company or its
Affiliates are subject to non-U.S. legal or regulatory requirements and
industry standards. Without limiting the foregoing, the Administrator shall
provide the reports and information set forth on Schedule A within the
timeframes indicated therein. In addition, and without limiting the
Administrator's obligation to provide the Administrative Services hereunder,
upon the timely and reasonable request of the Company, the Administrator shall
promptly provide to the Company copies of all existing records relating to the
Administered Business (including, with respect to records maintained in machine
readable form, hard copies) that are reasonably necessary to satisfy any
requirements imposed by Applicable Law or any Governmental Entity upon the
Company with

                                      24



respect to the Administered Business. All (i) such information and (ii) such
records furnished in the ordinary course of business relating to the
Administered Business shall be furnished at the Administrator's sole cost and
expense. Without limiting the generality of the foregoing, upon the timely and
reasonable request of the Company, the Administrator shall promptly prepare and
furnish to Governmental Entities, to the extent permitted by Applicable Law,
all reports and related summaries (including statistical summaries),
certificates of compliance and other reports required or requested by any such
Governmental Entity with respect to the Administered Business, other than such
reports, summaries and certificates that are required or requested because the
Company or its Affiliates are subject to non-U.S. legal or regulatory
requirements and industry standards. Without limiting the foregoing:

      (i) As soon as practicable but not more than ten (10) Business Days after
   the end of each month that this Agreement is in effect (or, with respect to
   any January, within fifteen (15) Business Days after the end of such month),
   the Administrator shall provide to the Company reports and summaries of
   transactions (and upon the reasonable request of the Company, detailed
   supporting records) related to the LBL Contracts and the Vermont Captive
   Contracts as may be reasonably required for use in connection with the
   preparation of the Company's GAAP financial statements (or any consolidated
   GAAP financial statements of the Company or its Affiliates, as applicable),
   including all premiums received and all benefits paid. The Parties shall
   cooperate in good faith to establish the manner for the providing of such
   reports.

      (ii) As soon as practicable but not more than twelve (12) Business Days
   after the end of each calendar quarter that this Agreement is in effect, (or
   more frequently as mutually agreed by the Parties), the Administrator shall
   timely provide to the Company reports and summaries of transactions (and
   upon the reasonable request of the Company, detailed supporting records)
   related to the LBL Contracts and the Vermont Captive Contracts as may be
   reasonably required for use in connection with the preparation of the
   Company's statutory financial statements, U.S. tax returns and other
   required U.S. financial reports and to comply with the requirements of the
   U.S. regulatory authorities having jurisdiction over the Company (or any
   consolidated statutory financial statements, U.S. tax returns or other U.S.
   financial reports of the Company or its Affiliates, as applicable),
   including all premiums received and all benefits paid. The Parties shall
   cooperate in good faith to establish the manner for the providing of such
   reports.

      (iii) The Administrator shall promptly provide notice to the Company of
   any changes in the reserve methodology used by the Administrator in
   calculating statutory reserves for the LBL Contracts and the Vermont Captive
   Contracts.

      (iv) Within thirty (30) Business Days after each calendar year end (or
   such longer time as may be agreed by the Parties) that this Agreement is in
   effect, the Administrator shall provide to the Company an actuarial analysis
   of statutory reserves for the LBL Contracts and the Vermont Captive
   Contracts, reasonably adequate to support opinions prepared according to
   accepted actuarial standards of practice to be issued by the Company, and as
   otherwise required for regulatory reporting purposes. The Administrator
   shall also provide supporting documentation as reasonably requested by the
   Company or as required by Governmental Entities or actuarial standards of
   practice.

                                      25



   In the event that Applicable Law imposes (a) a legal requirement on the
   Administrator, in its capacity as reinsurer under the Reinsurance Agreement
   or administrator under this Agreement, to provide an actuarial opinion as to
   the adequacy of statutory reserves for the LBL Contracts or the Vermont
   Captive Contracts, or (b) a legal requirement on the Company to obtain such
   an actuarial opinion from the Administrator in any such capacity, the
   Administrator shall timely provide such opinion directly to the applicable
   Governmental Entity in substantially the form required by Applicable Law.

   Section 13.2 Additional Reports and Updates. For so long as this Agreement
remains in effect, upon reasonable notice, each Party shall from time to time
furnish to the other such other reports and information related to Administered
Business as may be reasonably required by such other Party for regulatory, tax
or similar purposes and reasonably available to it, and such reports or
information shall be prepared and delivered on a timely basis in order for the
receiving Party to comply with any filing deadlines required by Applicable Law
or by contract.

   Section 13.3 Additional Reports. The Administrator shall provide such
subcertifications with respect to the LBL Contracts and the Vermont Captive
Contracts to enable the Company to meet its requirements under Section 302 of
the Sarbanes-Oxley Act of 2002 or any Applicable Law requiring the making of
certifications by an unaffiliated third party, in a form to be mutually agreed
upon by the Parties hereto.

                                  ARTICLE XIV

                               BOOKS AND RECORDS

   Section 14.1 Maintenance of Books and Records.

       (a) As of and following the Inception Date, the Administrator shall
maintain books and records of all transactions pertaining to the Administered
Business (i) in accordance with any and all Applicable Laws, (ii) in accordance
with the Administrator's internal record retention procedures and policies, and
(iii) in a format accessible by the Company and its representatives. All
original books and records with respect to the LBL Contracts and Vermont
Captive Contracts shall be or remain the property of the Company and shall not
be destroyed without the consent of the Company; provided, that the
Administrator shall continue to have custody of such books and records for so
long as is reasonably required for the Administrator to carry out its duties
under this Agreement.

       (b) During the term of this Agreement, upon any reasonable request from
the Company or its representatives, the Administrator shall (i) provide to the
Company and its representatives reasonable access during normal business hours
to the books and records under the control of the Administrator pertaining to
the Administered Business; provided that such access shall not unreasonably
interfere with the conduct of the business of the Administrator, (ii) permit
the Company and its representatives to make copies of such records and provide
reasonable access to employees concerning the information in such records and
(iii) permit the Company and its representatives to review or copy any Tax
Returns for which the Administrator is responsible that relate to the
Administrative Services. Nothing herein shall require the Administrator to
disclose any information to the Company or its representatives to the extent

                                      26



such information does not pertain to the Administered Business or if such
disclosure would jeopardize any attorney-client privilege, the work product
immunity or any other legal privilege or similar doctrine or contravene any
Applicable Law or any contract (including any confidentiality agreement to
which the Administrator or any of its Affiliates is a party) (it being
understood that the Administrator shall use its reasonable best efforts to
enable such information to be furnished or made available to the Company or its
representatives without so jeopardizing privilege or contravening such
Applicable Law or contract) or require the Administrator to disclose any
personnel or related records.

       (c) During the term of this Agreement, upon any reasonable request from
the Administrator or its representatives, the Company shall (i) provide to the
Administrator and its representatives reasonable access during normal business
hours to the books and records under the control of the Company pertaining to
the Administered Business or the Retained Services; provided that such access
shall not unreasonably interfere with the conduct of the business of the
Company, and (ii) permit the Administrator and its representatives to make
copies of such records. Nothing herein shall require the Company to disclose
any information to the Administrator or its representatives if such disclosure
would jeopardize any attorney-client privilege, the work product immunity or
any other legal privilege or similar doctrine or contravene any Applicable Law
or contract (including any confidentiality agreement to which the Company or
any of its Affiliates is a party) (it being understood that the Company shall
use its reasonable best efforts to enable such information to be furnished or
made available to the Administrator or its representatives without so
jeopardizing privilege or contravening such Applicable Law or contract) or
require the Company to disclose its tax records (other than premium tax
filings) or any personnel or related records.

       (d) The Administrator shall maintain facilities and procedures that are
in accordance with Applicable Law and commercially reasonable standards of
insurance recordkeeping for safekeeping the books and records maintained by the
Administrator or its Affiliates that pertain to the Administered Business. The
Administrator shall back up all of its computer files relating to the
Administered Business or otherwise used in the performance of the
Administrative Services under this Agreement on a daily basis and shall
maintain back-up files in an off-site location.

                                  ARTICLE XV

                                  COOPERATION

   Section 15.1 Cooperation. Each Party hereto shall cooperate fully with the
other in all reasonable respects in order to accomplish the objectives of this
Agreement including making available to each their respective officers and
employees for interviews and meetings with Governmental Entities and furnishing
any additional assistance, information and documents as may be reasonably
requested by a Party from time to time.

                                      27



                                  ARTICLE XVI

                             PRIVACY REQUIREMENTS

   Section 16.1 Confidentiality Obligations. In providing the Administrative
Services provided for under this Agreement, and in connection with maintaining,
administering, handling and transferring the data of the Contractholders and
other recipients of benefits under the LBL Contracts and Vermont Captive
Contracts, the Administrator shall, and shall cause its Affiliates to, comply
with any Applicable Law and/or regulations with respect to privacy or data
security relative to Customer Information (as defined below), and shall
implement and maintain an effective information security program (the
"Information Security Program") designed to protect Customer Information in
compliance with all applicable privacy laws and other Applicable Law:

      (i) to ensure the security, integrity and confidentiality of Customer
   Information;

      (ii) to protect against any anticipated threats or hazards to the
   security or integrity of such Customer Information; and

      (iii) to protect against unauthorized access to or use of Customer
   Information which could result in substantial harm or inconvenience to the
   owner thereof or its Affiliates, or to Customers or potential Customers
   thereof.

The Administrator has made a copy of such Information Security Program in
effect as of the Inception Date available to the Company. From time to time
upon the Company's written request, the Administrator shall deliver a copy of
its then-current Information Security Program to the Company. For as long as
Administrative Services are provided hereunder, the Administrator shall, and
shall cause its Affiliates to, abide by the Information Security Program with
respect to the Administered Business. At all times during the term of this
Agreement, the Information Security Program shall be no less protective of the
Administered Business than the information security program of the
Administrator applicable to the insurance business administered by the
Administrator for its own account.

"Customer Information" is defined as all tangible and intangible information
provided or disclosed hereunder about present or former contract holders,
annuitants, or other beneficiaries (collectively, hereinafter "Customers") or
potential Customers of any Party or its Affiliates, including, but not limited
to, name, address, telephone number, email address, account or policy
information, and any list, description, or other grouping of Customers or
potential Customers, and any medical records or other medical information of
such Customers or potential Customers and any other type of information deemed
"nonpublic" and protected by privacy laws and any other Applicable Law.

   Section 16.2 Security Incidents.

       (a) In the event that any Party discovers a security breach that has
resulted or may reasonably result in unauthorized access to or disclosure of,
or have any material adverse effect on, the security of any Customer
Information related to the LBL Contracts or the Vermont Captive Contracts (a
"Security Incident") such Party shall (i) within 24 hours, notify the other

                                      28



Party of said Security Incident; and (ii) work with the other Party to take all
measures reasonably necessary to restore the security of such Customer
Information. The Company shall have the exclusive right to provide notice of
any Security Incident to any Customers of the LBL Contracts or the Vermont
Captive Contracts, any law enforcement Person or any other Governmental
Authorities and to determine the content and timing of any such notice;
provided, any such notice shall be subject to review and approval by the
Administrator.

       (b) Each Party acknowledges that the breach of its obligations under
this Section 16.2 may cause irreparable injury and damages, which may be
difficult to ascertain. Therefore a Party shall be entitled to seek injunctive
relief with respect to any breach or threatened breach of this Section 16.2 by
the other Party and its Affiliates. This provision shall not in any way limit
such other remedies as may be available to any Party at law or in equity.

                                 ARTICLE XVII

                   CONSIDERATION FOR ADMINISTRATIVE SERVICES

   Section 17.1 Consideration for Administrative Services. Except as set forth
herein, with respect to the LBL Contracts, apart from the performance by the
Company of its obligations under the Reinsurance Agreement, there shall be no
fee or other consideration due to the Administrator for the performance of the
Administrative Services and the Administrator's other obligations under this
Agreement. With respect to the Vermont Captive Contracts, the Administrator
shall be entitled to collect and retain all claims expense, expense allowance
or similar amounts due to the Company under the terms of the Vermont Captive
Reinsurance Agreement, and the Company hereby sells, assigns, transfers and
delivers to the Administrator all of its rights, title and interest in one
hundred percent of such amounts actually received or receivable at or after the
Inception Date by the Company or the Administrator. With respect to the
performance by the Administrator of the services in respect of the Shared
Separate Account, the Company shall pay to the Administrator the Monthly
Separate Account Administrative Fee set forth in Schedule A.

                                 ARTICLE XVIII

                           BANK ACCOUNTS; TRADEMARKS

   Section 18.1 Establishment of Bank Accounts.

       (a) The Administrator shall have the right to open and maintain the Bank
Accounts in respect of the LBL Contracts in accordance with the terms of the
Reinsurance Agreement, provided that the Administrator shall notify the Company
in writing upon opening any such Bank Account in the name of the Company.

       (b) During the term of this Agreement, the Administrator may use such
Bank Accounts or open and maintain one or more additional bank accounts with
banking institutions with respect to the Vermont Captive Contracts (the
"Vermont Captive Bank Accounts"). The Administrator shall have the exclusive
authority over the Vermont Captive Bank Accounts including, without limitation,
the exclusive authority to (a) open the Vermont Captive Bank

                                      29



Accounts in the name of the Company, (b) designate the authorized signatories
on the Vermont Captive Bank Accounts, (c) issue drafts on and make deposits in
the Vermont Captive Bank Accounts in the name of the Company, (d) make
withdrawals from the Vermont Captive Bank Accounts and (e) enter into
agreements with respect to the Vermont Captive Bank Accounts on behalf of the
Company; provided, that in no event shall the Company be responsible for any
fees, overdraft charges or other payments, liabilities or obligations with
respect to any such Bank Accounts or be obligated to provide funding for the
Bank Accounts. The Company shall do all things necessary at the Reinsurer's
expense to (x) enable and authorize the Administrator to use the Company's
existing lockboxes with respect to the Vermont Captive Contracts, if any, and
(y) enable the Administrator to open and maintain the Vermont Captive Bank
Accounts including, without limitation, executing and delivering such
depository resolutions and other documents as may be requested from time to
time by the banking institutions. The Company agrees that without the
Reinsurer's prior written consent it shall not make any changes to the
authorized signatories on the Vermont Captive Bank Accounts nor attempt to
withdraw any funds therefrom.

   Section 18.2 Trademarks. Administrator hereby acknowledges that the Company
has adopted and is using the names and marks listed on Schedule C hereto in
connection with the LBL Contracts and Vermont Captive Contracts (collectively,
the "Licensed Names and Marks"). The Company and Administrator agree as follows:

       (a) The Company hereby grants to the Administrator and Administrator
hereby accepts a non-exclusive, non-transferable, royalty-free license to use
the Licensed Names and Marks in connection with the Administrative Services,
including Post-Closing Policies, during the term of, and subject to the terms
and conditions set forth in this Agreement. Any of the rights in the foregoing
license may be sublicensed by the Administrator in connection with any contract
permitted by Section 3.3; provided, that such sublicense is limited to the use
of the Licensed Names and Marks in connection with the Administrative Services,
including Post-Closing Policies and does not extend the right to further
sublicense any such Licensed Names and Marks. If the Administrator sublicenses
any of the rights in the foregoing license, the Administrator shall remain
liable for any actions or omissions by the sublicensee. The Administrator is
granted no rights to use the Licensed Names and Marks, other than those rights
specifically described and expressly licensed in this Agreement and no right is
granted hereunder for the use of the Licensed Names and Marks in connection
with any services other than the Administrative Services, including
Post-Closing Policies. Other than in connection with the Administrative
Services, including Post-Closing Policies, none of the rights licensed to the
Administrator under this Section 18.2 may be assigned, sublicensed or otherwise
transferred by the Administrator, nor shall such rights inure to the benefit of
any trustee in bankruptcy, receiver or successor of the Administrator, whether
by operation of law or otherwise, without the prior written consent of the
Company, and any assignment, sublicense or other transfer without such consent
shall be null and void. The merger of Administrator with or into another entity
shall not constitute an assignment or other transfer of the rights licensed to
the Administrator under this Section 18.2.

       (b) The Administrator agrees that it will use the Licensed Names and
Marks as the Company used them prior to the Closing and that the nature of such
use on the Materials (as defined below) shall be at least equal to the standard
of quality maintained by the Company

                                      30



in connection with such Licensed Names and Marks immediately prior to the
Closing and consistent with established industry practice (collectively, the
"Licensor Standards"). The Administrator agrees to make available for review,
upon the Company's request, all materials that incorporate the Licensed Names
and Marks including, but not limited to, advertising copy, labels, stickers,
policies, brochures or other materials, including any applicable materials in
connection with the Administrator's performance under this Agreement
(collectively, the "Materials"). If the Company objects to the manner in which
a Licensed Name or Mark is used in connection with any Materials, the Company
may request that the Administrator take, and the Administrator shall promptly
take, all steps necessary to remedy any such deficiencies within 15 days after
such notification, including to promptly discontinue the use of any such
Materials. The Administrator shall promptly notify the Company of any material
complaints received in writing from third parties regarding the products or
services offered or provided under the Licensed Names and Marks and, at the
request of the Company, shall reasonably cooperate with the Company in
addressing and mitigating the circumstances giving rise to such complaints. The
Administrator shall (a) permit the Company or its representatives reasonable
access to such of the Administrator's facilities and personnel as are actively
involved in use of the Licensed Names and Marks on reasonable prior written
notice, and (b) make available to the Company or its representatives for
inspection specimens demonstrating the Administrator's use of the Licensed
Names and Marks on the Materials or otherwise in connection with the Licensed
Names and Marks, as requested by the Company from time to time for the purpose
of verifying that the Administrator's use complies with Licensor Standards and
to the extent reasonably necessary to maintain the validity of the Licensed
Names and Marks and the valuable goodwill and reputation established by the
Licensed Names and Marks.

       (c) The Administrator agrees not to adopt or use any service mark, logo
or design confusingly similar to the Licensed Names and Marks. It is understood
that the Company retains the right, in its sole discretion, to modify the
Licensed Names and Marks, upon reasonable prior notice to the Administrator.
Any material costs incurred by the Administrator associated with any mailings
to Contractholders required under Applicable Law as a result of such
modification shall be reimbursed by the Company.

       (d) The Administrator recognizes the value of the goodwill associated
with the Licensed Names and Marks and acknowledges that, as between the
Administrator and the Company, all proprietary rights therein and the goodwill
attached thereto belong exclusively to the Company. All uses of the Licensed
Names and Marks by the Administrator shall, with respect to service mark
ownership only, inure solely to the benefit of the Company and any registration
of the Licensed Names and Marks shall be registered by the Company in its name,
it being understood that the present license shall not in any way affect the
ownership by the Company of the Licensed Names and Marks, each of which shall
continue to be the exclusive property of the Company. The Company shall, in its
own name and at its own expense, maintain appropriate service mark protection
for the Licensed Names and Marks. The Administrator shall not at any time
during the term of this Agreement or at any time thereafter do or cause to be
done any act contesting the validity of the Licensed Names and Marks,
contesting or in any way impairing or tending to impair the Company's entire
right, title and interest in the Licensed Names and Marks and the registrations
thereof or adversely affecting the value of the Licensed Names and Marks or the
reputation and goodwill of the Company. The Administrator shall not represent
that it has any right, title or interest in the reputation and good will of the
Company.

                                      31



The Administrator shall not represent that it has any right, title or interest
in the Licensed Names and Marks other than the rights expressly granted by this
Agreement.

       (e) Subject to the provisions of Article XIX hereof, except with respect
to any uses of the Licensed Names and Marks not authorized under this
Agreement, the Company will indemnify, defend and hold the Administrator
harmless from any Losses from claims that the Licensed Names and Marks infringe
on the rights of third parties. Subject to the provisions of Article XIX, the
Administrator will indemnify, defend and hold the Company harmless from any
Losses that arise in connection with the Administrator's use of the Licensed
Names and Marks other than as authorized under this Agreement. This
Section 18.2 shall survive the termination or expiration of this Agreement.

       (f) The right to institute and prosecute actions for infringement of the
Licensed Names and Marks is reserved exclusively to the Company, and the
Company shall have the right to join the Administrator in any such actions as a
formal party. The Company may also request, and the Administrator shall
provide, assistance with respect to any such infringement action. Any such
action shall be conducted at the Company's expense. The Administrator shall
provide prompt written notice to the Company of any infringement or
unauthorized use of the Licensed Names and Marks of which it is aware, and
agrees to assist the Company at the Company's expense in any such action
brought by the Company. It is understood, however, that the Company is not
obligated to institute and prosecute any such actions in any case in which it,
in its sole judgment, may consider it inadvisable to do so. Any recovery
obtained by the Company as a result of any such action shall belong solely to
Company.

       (g) The agreements and covenants contained in this Section 18.2 shall
continue in effect until such time as this Agreement is terminated. Upon
termination of this Agreement, the Administrator shall discontinue all use of
the Licensed Names and Marks (but in no event will such use extend beyond sixty
(60) calendar days after termination). Upon any such termination, the
Administrator shall take all commercially reasonable actions necessary to
effect such discontinuance. Upon termination, all of the Administrator's rights
to the Licensed Names and Marks shall revert to and continue to reside with and
be owned exclusively by the Company.

                                  ARTICLE XIX

                                INDEMNIFICATION

   Section 19.1 Administrator's Obligation to Indemnify. The Administrator
shall indemnify, defend and hold harmless the Company and its Affiliates and
their respective officers, directors, stockholders, employees, representatives,
successors and assigns (collectively, the "Company Indemnified Persons") from
and against any and all Indemnifiable Losses incurred by the Company
Indemnified Persons to the extent arising from (i) any breach by the
Administrator of the covenants and agreements of the Administrator contained in
this Agreement (an "Administrator Breach"), (ii) any violations of Applicable
Law by the Administrator or its Affiliates or Subcontractors (including without
limitation under the Securities Act of 1933) or otherwise arising from any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made,

                                      32



not misleading, contained in any registration statement or prospectus or other
product materials relating to an LBL Contract or Vermont Captive Contract or
any interest offered under an LBL Contract or Vermont Captive Contract or any
amendment thereof, but only to the extent prepared or updated by Administrator
and excluding any such statement or omission made in reliance upon and in
conformity with information furnished in writing to Administrator by LBL or its
Affiliates after the date hereof expressly for use therein, (iii) any
indemnification payment by the Company pursuant to the Principal Underwriting
Agreement in respect of LBL Contracts covered thereunder (except to the extent
arising out of any act or omission of the Company for which Administrator is
not responsible pursuant to this Agreement) and (iv) any successful enforcement
of this indemnity; provided that, the Administrator shall have no obligation to
indemnify any Company Indemnified Party to the extent such Indemnifiable Loss
results from (i) any act or omission resulting from the negligence or willful
misconduct of the Company after the Inception Date, or (ii) any Company Breach;
and provided, further, that with respect to any Indemnifiable Losses under this
Agreement (other than any Indemnifiable Losses to the extent arising from the
Administrator's gross negligence or willful misconduct) arising from the
Administrator's provision of Administrative Services for the Shared Separate
Account in respect of the Company Business (such Indemnifiable Losses, the
"Capped Losses"), the liability of the Administrator to the Company Indemnified
Persons for any such Capped Losses shall be the Cap, determined as of the date
the applicable Indemnifiable Losses were incurred.

   Section 19.2 Company's Obligation to Indemnify. The Company hereby agrees to
indemnify, defend and hold harmless the Administrator and its Affiliates and
their respective officers, directors, stockholders, employees, representatives,
successors and assigns (collectively, the "Administrator Indemnified Persons")
from and against any and all Indemnifiable Losses incurred by the Administrator
Indemnified Persons to the extent arising from (i) any breach by the Company of
the covenants and agreements of the Company contained in this Agreement (a
"Company Breach"), (ii) any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading,
contained in any registration statement or prospectus or other product
materials relating to an LBL Contract, Vermont Captive Contract, or the Company
Business that is associated with the Shared Separate Account, or any interest
offered under an LBL Contract, Vermont Captive Contract or the Company Business
that is associated with the Shared Separate Account or any amendment thereof,
in each case, that is made in reliance upon and in conformity with information
provided in writing by the Company or an Affiliate after the Inception Date
expressly for use by the Administrator in the preparation of such registration
statement or prospectus, including audited financial statements for the Company
or the Shared Separate Account, but excluding any such information to the
extent contained in or derived from any data or report furnished to the Company
by or on behalf of the Administrator or its Affiliates after the date hereof in
accordance with this Agreement; and (iii) any successful enforcement of this
indemnity; provided that, the Company shall have no obligation to indemnify any
Administrator Indemnified Party to the extent such Indemnifiable Loss results
from (i) any act or omission resulting from the negligence or willful
misconduct of the Administrator or a Subcontractor, or (ii) any Administrator
Breach.

                                      33



   Section 19.3 Definitions. As used in this Agreement:

       "Cap" means, as of any date of determination, an amount equal to the
Monthly Separate Account Administrative Fee actually paid by the Company to the
Administrator under this Agreement in respect of the twelve (12) calendar
months prior to such date of determination (or, if twelve (12) months have not
yet elapsed since the Inception Date, then twelve (12) times the average
Monthly Separate Account Administrative Fee during such shorter period),
reduced by the sum of the Capped Losses actually paid by the Administrator to
the Company Indemnified Persons and the amount actually paid by the
Administrator to the Company in respect of any Variances pursuant to
Section 8.4, in each case, that were incurred during the twelve (12) calendar
months prior to such date of determination (or, if less than twelve (12) months
have elapsed since the Inception Date, then since the Inception Date).

       "Indemnitee" means any Person entitled to indemnification under this
Agreement;

       "Indemnitor" means any Person required to provide indemnification under
this Agreement;

       "Indemnifiable Losses" means any and all damages, losses, Liabilities,
obligations, costs and expenses (including reasonable attorneys' fees and
expenses); provided, that any Indemnity Payment (x) shall in no event include
any amounts constituting punitive damages relating to the breach or alleged
breach of this Agreement (except to the extent actually paid to a third party
in connection with a Third Party Claim) and (y) and shall be net of any amounts
recovered by or recoverable by the Indemnitee for the Indemnifiable Losses for
which such Indemnity Payment is made under any insurance policy, reinsurance
agreement, warranty or indemnity or otherwise from any Person other than a
Party hereto, and the Indemnitee shall promptly reimburse the Indemnitor for
any such amount that is received by it from any such other Person with respect
to an Indemnifiable Losses after any indemnification with respect thereto has
actually been paid pursuant to this Agreement;

       "Indemnity Payment" means any amount of Indemnifiable Losses required to
be paid pursuant to this Agreement; and

       "Third Party Claim" means any claim, action, suit, or proceeding made or
brought by any Person that is not an Indemnitee.

   Section 19.4 Applicability of Stock Purchase Agreement. The procedures set
forth in Section 7.5 of the Stock Purchase Agreement shall apply to Losses
indemnified under this Article XIX.

   Section 19.5 No Duplication. To the extent that an Indemnitee has received
payment in respect of an Indemnifiable Loss pursuant to the provisions of any
other Transaction Agreement, such Indemnitee shall not be entitled to
indemnification for such Indemnifiable Loss under this Agreement to the extent
of such payment.

                                      34



                                  ARTICLE XX

                             DURATION; TERMINATION

   Section 20.1 Duration. This Agreement shall commence on the Inception Date
and continue with respect to each LBL Contract and each Vermont Captive
Contract until no further Administrative Services in respect of such LBL
Contract or Vermont Captive Contract are required, unless this Agreement is
earlier terminated under Section 20.2.

   Section 20.2 Termination.

       (a) This Agreement is subject to immediate termination at the option of
the Company, upon written notice to the Administrator, upon the occurrence of
any of the following events:

      (i) A voluntary or involuntary proceeding is commenced in any
   jurisdiction by or against the Administrator for the purpose of conserving,
   rehabilitating or liquidating the Administrator, and such proceeding shall
   continue undismissed for 60 days; or

      (ii) There is a material and continuing breach by the Administrator of
   this Agreement and such breach is not cured within twenty (20) Business Days
   following receipt by Administrator of written notice of such breach from the
   Company; provided, however, if such material breach is not curable within
   such twenty (20) Business Day period, the Company may not terminate the
   Administrator's performance of the Administrative Services if the
   Administrator has, within such twenty (20) Business Day period, provided the
   Company with a detailed, written description of the Administrator's good
   faith plan to cure such material and continuing breach; provided, further,
   if such material and continuing breach is not cured within forty-five
   (45) days following the Administrator's delivery to the Company of such
   plan, the Company may terminate the Administrator's performance of the
   Administrative Services.

       (b) This Agreement may be terminated at any time upon the mutual written
consent of the Parties hereto, which writing shall state the effective date of
termination.

       (c) In the event that this Agreement is terminated under any of the
provisions of Section 20.2(a):

      (i) the Administrator and the Company shall each cooperate in the prompt
   transfer of the applicable Administrative Services and any books and records
   and other materials maintained by the Administrator related to such
   Administrative Services (or, where required by Applicable Law, copies
   thereof) to the Company or the Company's designee reasonably acceptable to
   the Administrator;

      (ii) in the event there has occurred a Change in Control at or prior to
   such termination, the Administrator shall use its reasonable best efforts to
   provide the Company or a replacement servicer designated by the Company with
   a license to, or seek to obtain consents of third parties for the use of,
   software and systems used by the

                                      35



   Administrator in performing the Administrative Services as reasonably
   necessary to permit the Company or such replacement servicer to perform the
   Administrative Services for a reasonable period following such termination,
   such that the Company or such replacement servicer shall be able to perform
   the applicable Services without interruption following termination of this
   Agreement; and

      (iii) the Administrator shall reimburse the Company for (A) reasonable
   out-of-pocket costs for transitioning the Administrative Services to a
   substitute provider reasonably acceptable to the Company (provided that in
   the event the Reinsurance Agreement is in effect at the time of such
   termination, the Company shall obtain the Administrator's consent to such
   substitute provider, such consent not to be unreasonably withheld,
   conditioned or delayed, and the Administrator shall notify the Company of
   its decision with respect to such consent as soon as reasonably practicable
   and in any event within thirty (30) days following delivery of the Company's
   request for such consent), (B) any reasonable fees paid to any such
   substitute provider in connection with the performance of any Administrative
   Services and (C) any reasonable out-of-pocket costs incurred by the Company
   with respect to the Administrative Services after termination of this
   Agreement; provided, however, that the Administrator shall not be liable for
   the fees and expenses set forth in clauses (B) and (C) of this
   Section 20.2(c)(iii) that are incurred following the termination of the
   Reinsurance Agreement.

                                  ARTICLE XXI

                              GENERAL PROVISIONS

   Section 21.1 Schedules and Exhibits. The Schedules and Exhibits to this
Agreement that are specifically referred to herein are a part of this Agreement
as if fully set forth herein. Promptly following the occurrence of a Change of
Control, the Administrator and the Company shall negotiate in good faith and
use commercially reasonable efforts to agree upon an amended and restated
Schedule A, which schedule shall contain a more detailed list of services
theretofore provided by the Administrator hereunder and any services otherwise
necessary or appropriate with respect to the Administered Business, including,
without limitation, services relating to policy administration, claims
handling, policyholders settlements and communications, administration of ceded
reinsurance, regulatory and financial reporting, Shared Separate Account
matters, regulatory and legal matters, actuarial matters, information
technology, treasury functions and Tax matters. Promptly upon such agreement
(as reflected in a writing signed by each of the Administrator and the
Company), such amended and restated schedule shall become Schedule A for all
purposes hereof.

                                      36



   Section 21.2 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by overnight courier (providing proof of delivery) to the Parties
at the following addresses (or at such other address for a Party as shall be
specified by like notice):

       (a)if to the Company:

          Lincoln Benefit Life Company
          Suite 300
          Columbia Centre I
          5600 North River Road
          Rosemont, Illinois 60018
          Attention: Simon Packer
          Email: simon.packer@resolutionlife.com

          with copies (which shall not constitute notice) to:

          Debevoise & Plimpton LLP
          919 Third Avenue
          New York, New York 10022
          Attention: Nicholas F. Potter
                     David Grosgold

       (b)if to the Administrator:

          Allstate Life Insurance Company
          3100 Sanders Road
          Northbrook, Illinois 60062
          Attention: Jess Merten
          Email: Jess.Merten@allstate.com

          with copies to:

          Allstate Life Insurance Company
          3075 Sanders Road
          Northbrook, Illinois 60062
          Attention: Joy Thomas
          Email: Joy.Thomas@allstate.com

          and

          Allstate Life Insurance Company
          2775 Sanders Road
          Northbrook, Illinois 60062
          Attention: Beth Lapham
          Email: blapham@allstate.com

          with copies (which shall not constitute notice) to:

          Willkie Farr & Gallagher LLP
          787 Seventh Avenue
          New York, New York 10019
          Attention: John M. Schwolsky
                     Alexander M. Dye

                                      37



Notice given by personal delivery or overnight courier shall be effective upon
actual receipt.

   Section 21.3 Interpretation. When a reference is made in this Agreement to a
Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated. All
references herein to any agreement, instrument, statute, rule or regulation are
to the agreement, instrument, statute, rule or regulation as amended, modified,
supplemented or replaced from time to time (and, in the case of statutes,
includes any rules and regulations promulgated under said statutes) and to any
section of any statute, rule or regulation including any successor to said
section. The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Whenever the singular is used herein, the same
shall include the plural, and whenever the plural is used herein, the same
shall include the singular, where appropriate. Whenever the word "Dollars" or
the "$" sign appear in this Agreement, they shall be construed to mean United
States Dollars, and all transactions under this Agreement shall be in United
States Dollars. This Agreement has been fully negotiated by the Parties hereto
and shall not be construed by any Governmental Entity against either Party by
virtue of the fact that such Party was the drafting Party.

   Section 21.4 Entire Agreement; Third Party Beneficiaries. This Agreement
(including all exhibits and schedules hereto) and the other Transaction
Agreements constitute the entire agreement, and supersede all prior agreements,
understandings, representations and warranties, both written and oral, among
the Parties with respect to the subject matter of this Agreement. Except as set
forth in Article XIX with respect to the Administrator Indemnified Parties and
the Company Indemnified Parties, this Agreement is not intended to confer upon
any Person other than the Parties hereto and their successors and permitted
assigns any rights or remedies.

   Section 21.5 Governing Law. This Agreement and any dispute arising hereunder
shall be governed by, and construed in accordance with, the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.

   Section 21.6 Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise (other than by operation of law in a
merger), by either Party without the prior written consent of the other Party,
and any such assignment that is not consented to shall be null and void.
Subject to the preceding sentence, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the Parties and their respective
successors and assigns.

   Section 21.7 Jurisdiction; Enforcement.

       (a) Each of the Parties hereto hereby irrevocably and unconditionally
submits to the exclusive jurisdiction of any court of the United States or any
state court, which in either case is located in the City and County of New York
(each, a "New York Court") for purposes of

                                      38



enforcing this Agreement or determining any claim arising from or related to
the transactions contemplated by this Agreement. In any such action, suit or
other proceeding, each of the Parties hereto irrevocably and unconditionally
waives and agrees not to assert by way of motion, as a defense or otherwise any
claim that it is not subject to the jurisdiction of any such New York Court,
that such action, suit or other proceeding is not subject to the jurisdiction
of any such New York Court, that such action, suit or other proceeding is
brought in an inconvenient forum or that the venue of such action, suit or
other proceeding is improper; provided, that nothing set forth in this sentence
shall prohibit any of the Parties hereto from removing any matter from one New
York Court to another New York Court. Each of the Parties hereto also agrees
that any final and unappealable judgment against a Party hereto in connection
with any action, suit or other proceeding will be conclusive and binding on
such Party and that such award or judgment may be enforced in any court of
competent jurisdiction, either within or outside of the United States. A
certified or exemplified copy of such award or judgment will be conclusive
evidence of the fact and amount of such award or judgment. Any process or other
paper to be served in connection with any action or proceeding under this
Agreement shall, if delivered or sent in accordance with Section 21.2,
constitute good, proper and sufficient service thereof.

       (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES
SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 21.7.

   Section 21.8 Severability; Amendment; Modification; Waiver.

       (a) Whenever possible, each provision or portion of any provision of
this Agreement will be interpreted in such manner as to be effective and valid
under Applicable Law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any Applicable Law in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

       (b) This Agreement may be amended or a provision hereof waived only by a
written instrument signed by each of the Administrator and the Company.

       (c) No delay on the part of any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any Party of any right, power or privilege, nor any single or
partial exercise of any such right, power

                                      39



or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

   Section 21.9 Specific Performance. The Parties agree that irreparable damage
would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the Parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement or to enforce specifically
the performance of the terms and provisions hereof in any court of competent
jurisdiction, in addition to any other remedy to which they are entitled at law
or in equity. The Parties hereby waive, in any action for specific performance,
the defense of adequacy of a remedy at law and the posting of any bond or other
security in connection therewith.

   Section 21.10 Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the Parties and
delivered to the other Party. Each Party may deliver its signed counterpart of
this Agreement to the other Party by means of electronic mail or any other
electronic medium utilizing image scan technology, and such delivery will have
the same legal effect as hand delivery of an originally executed counterpart.

   Section 21.11 Survival. Articles XVI, XIX, XX and XXI shall survive the
termination of this Agreement.

                 [Remainder of page intentionally left blank]

                                      40



IN WITNESS WHEREOF, the Company and the Administrator have caused this
Agreement to be signed by their respective duly authorized officers, all as of
the date first written above.

                                   LINCOLN BENEFIT LIFE COMPANY

                                   By:  ----------------------------------
                                        Name:
                                        Title:

                                   ALLSTATE LIFE INSURANCE COMPANY

                                   By:  ----------------------------------
                                        Name:
                                        Title:

                                   By:  ----------------------------------
                                        Name:
                                        Title:

                      [Administrative Services Agreement]



                                  SCHEDULE A

               CERTAIN ADMINISTRATIVE SERVICES; SEPARATE ACCOUNT
                              ADMINISTRATIVE FEE

Separate Account

   The Administrator will perform the following services in respect of the
Shared Separate Account, including the pricing and trading activities described
below for the Shared Separate Account assets. The Parties agree and acknowledge
that both the LBL Contracts and the Company Business are issued out of the
Shared Separate Account, however, the policy administration of the LBL
Contracts will be provided by the Administrator in accordance with this
Agreement, and the policy administration of the Company Business will be
retained by the Company on a separate administration system from that used by
the Administrator. Accordingly, the Parties agree to cooperate fully with each
other in all reasonable respects in order to ensure the proper administration
of the Shared Separate Account.

1. Nightly Pricing

       Upon receipt of nightly prices from underlying mutual fund (the "Funds")
       companies, Administrator shall calculate AUV prices for both the LBL
       Contracts and the Company Business. Administrator will then forward AUV
       prices to the Company or its designated agent by 8:00 p.m. (Central
       Time) on each day that the New York Stock Exchange is open for business.
       This process will remain in place to ensure the prices on the
       administration systems in use by each of the Administrator and the
       Company remain in alignment at all times. In the event that on any such
       day Administrator does not receive a price or prices from one or more
       Fund companies, or Administrator receives its pricing transmissions
       after 8:00 p.m. (Central Time), Administrator will take commercially
       reasonable steps to generate AUV prices for the LBL Contracts and the
       Company Business and forward them to the Company or its designated agent
       by 9:00 p.m. (Central Time) with the understanding that a re-pricing
       will likely be necessary the following Business Day. This situation may
       incur gain/loss for Administrator and/or the Company. In this case,
       Administrator and the Company will work together to attempt to be made
       whole by the Fund company in question. If collection efforts are
       unsuccessful, the Administrator and the Company will each absorb the
       gain/loss and any associated costs of correcting the problem in the same
       proportion to the US dollar amount of the transactions related to their
       respective blocks of business.

       In the event Administrator calculates and/or provides an erroneous AUV
       price to the Company or its designated agent as a result of an incorrect
       or missing NAV price, dividend, and/or short or long-term capital gain
       factor from a Fund company, Administrator shall have no financial
       responsibility for the error. In this case, Administrator and the
       Company will work together to attempt to be made whole by the Fund
       company in question. If collection efforts are unsuccessful,
       Administrator and the Company will each absorb the gain/loss and

                                   Sch. A-1



       any associated costs of correcting the problem in the same proportion to
       the dollar amount of the transactions related to their respective blocks
       of business.

       In the event of a Fund re-pricing, Administrator will notify the Company
       or its designated agent as soon as practicable, and will recalculate the
       affected AUV price(s) and forward it/them to the Company or its
       designated agent as soon as practicable. Administrator and the Company
       will take the steps outlined above in an attempt to make themselves
       whole for any gain/loss incurred due to the re-pricing.

       Administrator shall review AUV prices, through system checks, manual
       recalculations or comparison to NAV prices. Such review process shall be
       mutually agreed by the Company and the Administrator.

2. Trading and Investing

    (a)Allocating to the Shared Separate Account (i) premiums and loan
       repayments received under the LBL Contracts and allocated to the Shared
       Separate Account, and (ii) amounts transferred to the Shared Separate
       Account from other options under LBL Contracts (including fixed
       options), and forwarding such funds and other necessary and appropriate
       information to the appropriate Funds for investment on behalf of the
       Shared Separate Account or sub-accounts thereof, in each case in
       accordance with the terms of the LBL Contracts, the current prospectus
       and/or statement of additional information (as each may be amended from
       time to time) for the relevant LBL Contracts, Applicable Law, and any
       applicable agreement, including but not limited to any applicable fund
       participation agreement, provided by the Company to Administrator.

    (b)Administrator will be the primary "Trader" for the Shared Separate
       Account. To accomplish this, the Administrator will consolidate daily
       trades from its administration system with respect to the LBL Contracts
       with trades received from the Company's or its designated agent's
       administration system with respect to the Company Business as set forth
       below, for consolidation and submission to the Fund companies every day
       on which the New York Stock Exchange is open for business. The Company
       must provide to the Administrator aggregate trades for the Company
       Business by 5:00 a.m. (Central Time) on each trading day. In the event
       Administrator does not receive the trades for the Company Business by
       such time, Administrator shall have the right to submit trades with
       respect to the LBL Contracts to the Fund companies without penalty. If
       for any reason Administrator is unable to submit trades with respect to
       the LBL Contracts to the Fund companies due to a delay by the Company or
       its designated agent with respect to trades for the Company Business,
       Administrator shall be entitled to collect compensation from the Company
       (and the Company shall so indemnify and hold the Administrator harmless)
       to cover any gain/loss and costs to correct the problem due to the
       delayed trades.

                                   Sch. A-2



       Subject to the foregoing and receipt by Administrator from the Company
       of timely balances in respect of the Company Business, Administrator
       shall place trades with the Fund companies to keep the assets in the
       Shared Separate Account in continual balance with the LBL Contracts and
       the Company Business. Administrator shall be allowed to place trades
       with respect to the LBL Contracts and the Company Business in any manner
       it chooses, subject to acceptance by the Fund companies.

       Administrator shall coordinate the daily wires between the Fund
       companies and each of the Company's and the Administrator's bank
       accounts to cover the trades with respect to the Company Business and
       the LBL Contracts, respectively.

       There may be cases where Administrator places a trade with the Fund
       company in accordance with the terms of this Agreement but the Fund
       company does not process the trade or processes it incorrectly. This
       situation may incur gain/loss for Administrator and/or the Company. In
       this case, Administrator and the Company will work together to attempt
       to be made whole by the Fund company in question. If collection efforts
       are unsuccessful, Administrator and the Company will each absorb the
       gain/loss and any associated costs of correcting the problem in the same
       proportion to the dollar amount of the transactions related to their
       respective blocks of business.

    (c)Processing of purchases and redemptions of Fund shares on behalf of the
       Shared Separate Account in respect of the LBL Contracts and the Company
       Business, and withdrawal of the proceeds from the Shared Separate
       Account. The Administrator shall pay to (i) the Reinsurer policy charges
       in accordance with the LBL Contracts, and (ii) the Company policy
       charges in accordance with the Company Business.

    (d)Coordinating with the Company in performing monthly reconciliation of
       investment by Shared Separate Account in Funds and liability to holders
       of LBL Contracts and Company Business to confirm that Shared Separate
       Account net assets are sufficient to cover liabilities to policy
       holders; if the assets of the Shared Separate Account are found to be
       insufficient and shortfall relates to the LBL Contracts, the
       Administrator will cause funding to be added to the Separate Account to
       the extent so related in accordance with the Reinsurance Agreement;
       otherwise, the Company will cause funding to be provided.

    (e)Administrator shall prepare additional periodic fund reconciliations
       (frequency and method to be determined by the Parties) for both the LBL
       Contracts and the Company Business.

    (f)Administrator will maintain the Company's cash settlement account and
       coordinate a settlement process to support trading within the Shared
       Separate Account.

                                   Sch. A-3



    (g)Administrator will coordinate with the Company's auditor to provide the
       necessary information to audit the Shared Separate Account and prepare
       information for financial statements.

3. Market Timing

    (a)Provide information required by Rule 22c-2 upon request as required by
       any existing agreements with Funds or as otherwise required by
       Applicable Law ("Rule 22c-2 Requirements") with respect to the LBL
       Contracts and the Company Business. Administrator shall act as the
       primary facilitator for the Shared Separate Account as it relates to
       market timing. From time to time Fund companies may make inquiries or
       may request periodic reports available to them as outlined by SEC Rule
       22c-2. Since the trades in respect of the Company Business will be
       processed on a separate administration system from the trades in respect
       of the LBL Contracts, the Parties shall cooperate fully with each other
       in all reasonable respects in order to assist the Administrator in
       satisfying all Rule 22c-2 Requirements.

       After receipt of notice of a Rule 22c-2 Requirement, Administrator will
       timely notify the Company of the need for certain information in respect
       of the Company Business. This will include information relating to the
       Fund and trading days in question. The Company shall timely provide the
       requested information to Administrator in a pre-agreed upon format for
       consolidation with Administrator's own trades in respect of the LBL
       Contracts and submission to the Fund company.

       The Company shall strive to provide to Administrator the requested trade
       information with respect to the Company Business within 3 days of
       receipt of a request from Administrator, and Administrator shall strive
       to provide to the Fund companies the consolidated trade information with
       respect to the LBL Contracts and the Company Business within 10 days of
       receipt of the initial request from the Fund Companies.

       Administrator shall be allowed to respond to the Fund companies in any
       format it desires as long as said format is accepted by the Fund
       companies.

4. Fund Changes

    (a)Keeping the LBL Contracts in alignment with the Fund companies as it
       relates to Fund changes, mergers and closures.

5. Recordkeeping

    (a)Maintaining and preserving records with respect to the Administrative
       Services that it performs for the Shared Separate Account as required by
       Rules 31a-1 and 31a-2 under the 1940 Act, the Exchange Act and rules
       promulgated by FINRA. The Administrator acknowledges and agrees that
       such records as are required to be maintained by Rules 3la-1 and 31a-2
       under the 1940 Act are the property of the Company and shall be
       surrendered promptly upon the request of the Company; provided that
       Administrator shall be entitled to keep a copy of such records.

                                   Sch. A-4



6. 5% Holders

    (a)Furnishing information regarding holders of the Company Business (to the
       extent provided by the Company) and/or LBL Contracts (e.g., 5% holders)
       to the Funds and other service providers to comply with Applicable Law.
       For the avoidance of doubt, such 5% threshold applies to the LBL
       Contracts and the Company Business, collectively.

7. Fund Company Proxy Voting

    (a)As reasonably necessary or as otherwise required by Applicable Law,
       cooperate with Fund companies and their agents in connection with
       soliciting voting instructions from contractowners of the LBL Contracts
       and the Company Business and vote Fund shares held in the Shared
       Separate Account in accordance with the instructions received by
       contractowners or as otherwise required by Applicable Law. Administrator
       will coordinate with the Company to receive from the Company voting
       instructions with respect to the Company Business for consolidation with
       voting instructions of the LBL Contracts and submission to the Fund
       companies. The Parties shall cooperate fully with each other in all
       reasonable respects, and the Company shall timely provide to
       Administrator such instructions with respect to the Company Business.

8. Revenue Sharing

    (a)Administrator shall be responsible for calculating the revenue sharing
       and 12b-1 payments owed to the Company from the Fund companies, split
       the estimates into those related to the LBL Contracts and the Company
       Business, prepare and communicate accruals to the Company, invoice Fund
       companies (when necessary) and collect revenue sharing and 12b-1
       payments, and forward the appropriate amount to the Company.
       Administrator shall be allowed to continue to estimate revenue sharing
       payments in a manner similar to how it is estimated on the date hereof.

       In the event Administrator has used commercially reasonable efforts to
       collect payments owed by the Fund companies but has been unsuccessful or
       the revenue sharing / 12b-1 payment estimates overstate the actual
       amount received, Administrator and the Company will jointly share in
       such payment shortfall proportionally to the amount expected. For the
       avoidance of doubt, the Company bears all collection risk on revenue
       sharing and 12b-1 payments in respect of the Company Business.

       Once payments are received by Administrator, Administrator will timely
       communicate to the Company any difference between the actual payments
       and the accruals so that the Company can "true-up" its accounting
       records.

                                   Sch. A-5



9. Participation Agreements and Fund Certifications

    (a)Managing the Company's relationships with the Funds to the extent
       applicable to the LBL Contracts, including the agreements with the Funds
       and their affiliates and maintaining, entering into and/or facilitating,
       on behalf of the Company, any necessary amendments to existing
       agreements with the Funds and their affiliates, including amendments
       necessary to effect changes in the Fund options for LBL Contracts and
       the Shared Separate Account, as permitted by this Agreement.

    (b)Act as the primary point of contact for the Fund companies as it
       pertains to certifications and other miscellaneous forms. The Parties
       shall cooperate fully with each other in all reasonable respects in
       connection with the preparation of such certifications and other
       miscellaneous forms. The Company shall timely provide to Administrator
       such certifications and other miscellaneous forms with respect to the
       Company Business in order that Administrator can prepare a consolidated
       response with respect to the LBL Contracts and the Company Business.

10.Policy Administration (for the LBL Contracts)

    (a)Maintaining the administrative systems utilized in connection with the
       Administrative Services so as to reflect any change to the LBL Contracts.

    (b)Processing and recording transfer requests from one subaccount to
       another, or to or from a fixed account option to a subaccount, in all
       cases in accordance with the relevant LBL Contracts and within such time
       periods as are specified by Applicable Law.

    (c)Calculating, when and as needed, the policy charges under the LBL
       Contracts in accordance with the terms thereof and their respective
       prospectuses and statements of additional information ("SAIs").

    (d)Obtaining and distributing to holders of LBL Contracts copies of the
       Funds' current summary prospectuses, or prospectuses, SAIs as requested
       by the contract holder and any post effective amendments or supplements
       thereto, annual and semi-annual reports to shareholders and other
       disclosure documents and communications to Fund shareholders that are
       required to be provided by the Company to owners of LBL Contracts.

    (e)To the extent not otherwise covered in the Agreement or this Schedule A,
       performing the Company's obligations and exercising the Company's
       rights, in the name of and on behalf of the Company, under agreements
       with underwriters, distributors and the Funds relating to the LBL
       Contracts, in each case to the extent that the Company has provided
       complete copies of such agreements (including any amendments thereto) to
       the Administrator, in each case, to the extent consistent with
       Applicable Law.

                                   Sch. A-6



11.Regulatory Filings

    (a)With respect to the Shared Separate Account, prepare for filing with
       state insurance departments and the SEC any reports or registrations, or
       amendments thereto required to be filed, including, as appropriate,
       registration statements, annual updates of registration statement,
       prospectuses and SAIs, interim supplement/sticker filings, Form N-SAR
       and Form 24F-2, provided that the Company shall provide for inclusion in
       such registrations and reports all information as the Administrator
       shall reasonably request relating to the Company Business or the Company
       as a whole, including without limitation audited financial statements
       for the Company and the Shared Separate Account or information derived
       therefrom.

    (b)Upon reasonable prior notice by the Administrator to the Company, the
       Administrator may cease preparing updates to, and the Company will cease
       updating, registration statements, prospectuses and SAIs for the LBL
       Contracts and the Shared Separate Account in reasonable reliance on the
       SEC no-action letter dated October 23, 1990 issued to Great-West Life &
       Annuity Insurance Company and any subsequent related no-action letters,
       or the Administrator may begin preparing updates to, and the Company
       will update, registration statements, prospectuses and SAIs for the LBL
       Contracts or the Shared Separate Account that the Company has previously
       stopped updating.

    (c)Providing the Company and its independent auditors with any information
       and documentation necessary or reasonably appropriate in connection with
       the preparation and audit of the financial statements of the Shared
       Separate Account or the Company for inclusion in SEC filings, including
       registration statements for the LBL Contracts, or in reports filed with
       state insurance regulatory authorities, with costs in relation thereto
       allocated between the Company and the Administrator as mutually
       determined by the Parties.

    (d)Providing the Company with each registration statement prior to filing
       so that the Company can review the filing and arrange for in-house or
       outside counsel to provide the Legal Opinion Letter required as an
       exhibit to such registration statement, and Company can cause the
       appropriate filing to be made with the SEC.

12.Compliance Procedures

    (a)During the term of this Agreement, for as long as the Company is
       required to maintain a compliance program pursuant to Rule 38a-1 under
       the 1940 Act with respect to the Shared Separate Account and the
       Administrator continues to act as an "administrator" (as defined in the
       Investment Company Act of 1940, as amended) with respect to the Shared
       Separate Account, the Administrator will implement and, throughout the
       term of this Agreement, maintain in effect, policies and procedures
       reasonably designed to prevent, detect, and correct violations of
       "federal securities laws" (as defined in Rule 38a-1) in the provision

                                   Sch. A-7



       of the Administrative Services by the Administrator and its employees,
       officers, agents and Affiliates under this Agreement, and will designate
       a compliance officer who will be responsible for Administrator's
       compliance program under this provision, but who will not be the "chief
       compliance officer", as that term is defined in Rule 38a-1, for the
       Company's compliance program for the Shared Separate Account under Rule
       38a-l. The Administrator will promptly provide true and complete copies
       of such policies and procedures (or summaries thereof) and related
       information required by Applicable Law upon reasonable request including
       but not limited to, control reports, incident reports, exception
       reports, compliance check-lists and internal audit reports. The
       Administrator will cooperate with periodic reviews by the Company's
       personnel of such policies and procedures, their operation and
       implementation, including visual inspection of the Administrator's
       facilities and processes, and provide such additional information,
       quarterly reports, and annual certifications to the Company in respect
       of such policies and procedures, compliance with federal securities laws
       and related compliance matters as the Company may reasonably request.
       The Administrator will promptly notify the Company in the event that it
       becomes aware of any "material compliance matter" (as defined in Rule
       38a-l) arising with respect to the Administrative Services provided
       hereunder and will provide documentation with respect to pricing errors
       quarterly. For the avoidance of doubt and notwithstanding anything
       contained in this Agreement to the contrary, (i) the Administrator's
       compliance program required herein will apply only to the LBL Contracts
       and the Shared Separate Account (to the extent provided herein) and not
       to the policy administration of the Company Business, which shall remain
       the sole responsibility of the Company and (ii) the Company shall retain
       responsibility for the Shared Separate Account's compliance program
       under Rule 38a-1.

Additional Services

1. Information and Reports

    a) Provide a general ledger data feed, within fifteen (15) Business Days of
       the end of each calendar month, of all accounting transactions for the
       Administered Business, including cash receipts, from the disbursement
       systems, reinsurance systems, or any other system or data feed that
       generates accounting transactions for the Administered Business, to the
       Company's general ledger.

    b) Assist with the preparation by the Company of the annual management
       discussion and analysis, footnote disclosures, supplements, annual
       statement market conduct survey, and other relevant filings with respect
       to the Company's statutory financial statements, to the extent related
       to the Administered Business.

    c) Provide necessary information related to the Administered Business for
       the Company to complete all required state filings, including the direct
       business state pages. Information to be provided will include number of
       policies, amounts for each of these categories, unpaid death benefits,
       incurred amount, and settlements (payment in full, payment on
       compromised claims, reduction by compromise,

                                   Sch. A-8



       amounts rejected). Administrator will also provide policy exhibit roll
       forward information, including amounts issued during the year, and other
       changes to in force and in force end of current year.

    d) Assistance as reasonably required for annual Risk Based Capital
       calculation by the Company to the extent related to the Administered
       Business.

    e) Provide supplemental accounting and actuarial information related to the
       Administered Business as reasonably required for the Company to prepare
       the Company's annual Form S-1, on a basis consistent with the
       Administrator's GAAP assumptions and reserves. Information to be
       provided in an appropriate format and time frame to enable the Company
       to meet required US GAAP filing guidelines.

    f) If the Company makes variable product changes that result in a
       requirement to file an amendment to the Form S-1 related to the Covered
       Insurance Policies requiring interim financial statements and
       information, provide supplemental accounting and actuarial information
       related to the Administered Business as reasonably required for the
       Company to (i) prepare the Company's interim US GAAP Financial
       Statements and Footnotes, and (ii) prepare the Company's amendment to
       its annual Form S-1, in each case on a basis consistent with the
       Administrator's GAAP assumptions and reserves, and in an appropriate
       format and time frame to enable the Company to meet required US GAAP
       filing guidelines.

    g) Cooperate, as reasonably requested by the Company and its independent
       auditors in their conduct of annual audits of the Company's Statutory
       Financial Statements, and the Company's financial statements prepared
       pursuant to GAAP to the extent related to the Administered Business,
       including reasonable access to the books and records relating to the
       performance of the Services by Administrator and other information
       reasonably deemed relevant to the audit.

    h) Support reasonable requirements for information relating to the
       Administered Business in connection with rating agency surveys,
       including: AM Best, S&P, Moody's and Fitch.

    i) Support reasonable requests in connection with the Company's preparation
       of federal and state income, franchise, and excise tax accruals and
       returns, to the extent related to the Administered Business. Support
       reasonable requests by the Company in connection with its preparation of
       the Company's annual 1099 and related tax reporting, reconciliation of
       tax withholding accounts, filing of Form 945 and state withholding
       returns, and withholding tax deposit requirements.

    j) Providing the Company with information related to (i) the portion of the
       Ceded Reinsurance Contracts that relate to the LBL Contracts unless and
       until such Ceded Reinsurance Contracts (or such portions of such Ceded
       Reinsurance Contract) are novated to the Administrator and (ii) the
       Vermont Captive Ceded Reinsurance Agreement, to complete internal and
       external reporting related to

                                   Sch. A-9



       reinsurance, including (to the extent available using commercially
       reasonable efforts) (a) quarterly in-force files from any applicable
       reinsurance administration system used by Administrator in respect of
       the Covered Insurance Policies and (b) current data files used as inputs
       in any applicable reinsurance administration system used by
       Administrator with respect to the Covered Insurance Policies and output
       from system cycle runs (Billing and Inforce) related to Covered
       Insurance Policies.

    k) In conjunction with the delivery of a general ledger feed as described
       above, provide a balance control report ("Control Report") that
       validates the general ledger feed as provided to the Company to the
       Administrator's general ledger in sufficient detail that allows for
       validation by the Company to properly compare amounts to the
       Administrator's general ledger. The Administrator agrees that amounts
       noted in the Control Report are reconciled to the support maintained by
       the Administrator. In the event that amounts do not match the Company's
       general ledger as a result of an error or omission by the Administrator,
       the Administrator will be asked to provide an written explanation for
       the variance.

2. Regulatory/Legal

    a) Drafting of endorsements, amendments, contracts and other legal
       documents, including rate and form filings with respect to the Covered
       Insurance Policies.

    b) Providing on a monthly basis a list of all reported and discovered
       deaths of insureds under Covered Insurance Policies to enable the
       Company to comply with state death claim sharing requirements.

    c) Providing information to the Company related to the Covered Insurance
       Policies upon request in order to allow the Company to timely comply
       with state unclaimed property laws and submit escheat filings.

    d) Preparing, signing and filing on the Company's behalf with insurance
       regulatory authorities all applications and regulatory filings for
       endorsements, amendments, contracts and other legal documents, including
       rate and form filings, with respect to the Covered Insurance Policies.

    e) Providing all reasonable and appropriate cooperation and assistance to
       the Company in connection with its anti-money laundering (AML) and
       Office of Foreign Assets Control (OFAC) Procedures to the extent related
       to the Administered Business, as the same may be amended from time to
       time by the Company to comply with applicable laws and regulations.

3. Actuarial

    a) Providing guidance to the Company with respect to any material changes
       in the reserve basis or reserve methodology for the Covered Insurance
       Policies.

                                   Sch. A-10



Separate Account Administrative Fee

As compensation for Administrator's performance hereunder of services in
respect of the Shared Separate Account for the first year after the Inception
Date, the Company shall pay to Administrator a monthly fee equal to $25,500.00
(the "Monthly Separate Account Administrative Fee").

As of January 1 of each subsequent year, the Administrator shall calculate the
aggregate annual expense of the Administrator and its Affiliates in connection
with administration of Variable Universal Life separate accounts in existence
at the Inception Date (the "Aggregate VUL Separate Accounts"). The
Administrator shall also calculate a percentage equal to the ratio of the
assets held in the Shared Separate Account in respect of the Company Business
to all assets held in the Aggregate VUL Separate Accounts, as of January 1 of
the applicable year. Subject to the succeeding paragraph, the Monthly Separate
Account Administrative Fee for such year shall be one twelfth (1/12) of such
percentage of such aggregate annual expense.

In the event that the services provided by the Administrator hereunder with
respect to the Shared Separate Account are modified, increased or reduced due
to changes in applicable Law or otherwise in accordance with the terms hereof,
including changes or additions to Fund options, the Monthly Separate Account
Administrative Fee shall be equitably increased or decreased, as applicable, to
reflect any additional or reduced costs borne by the Administrator in providing
such modified, reduced or additional services. Any costs associated with the
implementation of such modified, reduced or additional services, will be borne
by the requesting party. To the extent that such requested changes reduce the
overall administrative costs, the parties will negotiate in good faith on how
to share the reduction in such costs. Notwithstanding anything contained in
this Agreement to the contrary, the Administrator has the right to refuse
changes to its services provided hereunder that increase the Administrator's
operational risk, other than risk that is immaterial to the administration of
the Shared Separate Account.

Within fifteen (15) days following the end of each month during the term of
this Agreement, Administrator shall provide the Company with an invoice, which
shall set forth a calculation of the Monthly Separate Account Administrative
Fee for the prior month. Payment in full of the amounts so invoiced shall be
made by the Company by electronic transfer of immediately available funds or
other method satisfactory to Administrator within thirty (30) days after the
date of receipt of the monthly invoice.

                                   Sch. A-11



                                  SCHEDULE B

                           COMPANY RETAINED SERVICES
1. Nightly Pricing

    (a)Reviewing and maintaining information received from Administrator and
       accounting and reporting servicers on a timely basis with respect to the
       Shared Separate Account and the Policies issued through the Shared
       Separate Account (including LBL Contracts), including review and
       maintenance of daily pricing reconciliations to ensure that AUV's are
       accurate and that significant fluctuations are investigated and
       documented.

2. Trading and Investing

    (a)Allocating to the Shared Separate Account (i) premiums and loan
       repayments received under the Company Business and allocated to the
       Shared Separate Account, and (ii) amounts transferred to the Shared
       Separate Account from other options under Company Business (including
       fixed options), and (b) forwarding such funds and other necessary and
       appropriate information to the Administrator for investment on behalf of
       the Shared Separate Account or sub-accounts thereof, in each case in
       accordance with the terms of this Agreement, the Company Business, the
       current prospectus and/or statement of additional information (as each
       may be amended from time to time) for the relevant Company Business,
       Applicable Law, and any applicable agreement, including but not limited
       to any applicable fund participation agreement.

    (b)The Company shall provide Administrator all daily trades from its
       administration system with respect to the Company Business in accordance
       with Schedule A and provide to the Administrator aggregate trades for
       the Company Business by 5:00 a.m. (Central Time) on each trading day.
       The only exception to this would be if Administrator was unable to
       provide the Company with the nightly AUV prices in accordance with the
       standards set forth in Schedule A.

    (c)Coordinating with the Administrator in performing monthly reconciliation
       of investment by Shared Separate Account in Funds and liability to
       holders of LBL Contracts and Company Business to confirm that Shared
       Separate Account net assets are sufficient to cover liabilities to
       policy holders; if the assets of a Shared Separate Account are found to
       be insufficient and shortfall relates to the LBL Contracts,
       Administrator will cause funding to be added to the Shared Separate
       Account to the extent so related in accordance with the Reinsurance
       Agreement; otherwise, the Company will cause funding to be provided.

                                   Sch. B-1



3. Market Timing

    (a)The Company will establish, or have its agent establish, procedures and
       processes to identify and limit potential market timing activity within
       the Company Business. These procedures will be subject to review by
       Administrator and must meet a minimum standard of effectiveness as
       reasonably determined by Administrator to limit potential market timing
       activity.

    (b)Upon receiving a market timing request from Administrator, the Company
       will provide trade data relating the Fund(s) and trading days in
       question in accordance with Schedule A. The Company will provide the
       information to Administrator in a pre-agreed upon format for
       consolidation with Administrator's own trades in respect of the LBL
       Contracts and submission to the Fund company.

    (c)The Company shall strive to provide to Administrator the requested trade
       information with respect to the Company Business within 3 days of
       receipt of a request from Administrator, and Administrator shall strive
       to provide to the Fund companies the consolidated trade information with
       respect to the LBL Contracts and the Company Business within 10 days of
       receipt of the initial request from the Fund Companies.

4. Fund Changes

    (a)Keeping the Company Business in alignment with the Fund companies as it
       relates to Fund changes, mergers and closures.

    (b)Responding to the Administrator's recommendations as to changes to Fund
       options, as permitted pursuant to the terms of this Agreement.

5. Record Keeping

    (a)Maintaining copies of any board resolution, plan of operations or other
       document establishing the Shared Separate Account or sub-accounts
       thereof and any by-laws or amendments thereto; preparing amendments
       thereto or other necessary documentation, for consideration and approval
       by the Administrator, with respect to changes to such documents relating
       to the Administered Business, including without limitation changes
       relating to changes in the Fund investment options in accordance with
       this Agreement (other than changes to Fund options recommended by
       Administrator pursuant to the terms of this Agreement).

6. 5% Holders

    (a)Furnishing information regarding holders of Company Business (e.g., 5%
       holders) to Administrator that is necessary for Administrator to report
       to the Funds and other service providers to comply with Applicable Law.
       The Parties shall cooperate fully with each other in all reasonable
       respects in order to assist the Administrator in satisfying these
       requirements. For the avoidance of doubt, such 5% threshold applies to
       the LBL Contracts and the Company Business, collectively.

                                   Sch. B-2



7. Fund Company Proxy Voting

    (a)Once Administrator notifies the Company of a Fund proxy, cooperate with
       Administrator and Fund companies and their agents in connection with
       soliciting voting instructions from contractowners of the Company
       Business in accordance with the instructions received by contractowners
       or as otherwise required by Applicable Law. The Company shall organize a
       data extraction from its or its agent's administration system to pull
       the contractholder information in respect of the Company Business
       necessary for Administrator to organize with its own contractholder
       information in respect of the LBL Contracts to submit a consolidated
       file to the Fund company. The Company shall provide the information
       above to Administrator in a predetermined format no later than 2 days
       after the record date.

8. Policy Administration

   Except for the services explicitly provided in this Agreement to be
   performed by Administrator with respect to the Shared Separate Account, the
   Company will perform all policy administration with respect to the Company
   Business, including,

    (a)Maintaining the administrative systems utilized in connection with the
       Company Business so as to reflect any change to the Company Business.

    (b)Processing and recording transfer requests from one subaccount to
       another, or to or from a fixed account option to a subaccount, in all
       cases in accordance with the relevant Company Business and within such
       time periods as are specified by Applicable Law.

    (c)Calculating, when and as needed, the policy charges under the Company
       Business in accordance with the terms thereof and their respective
       prospectuses and SAIs.

    (d)Obtaining and distributing to holders of Company Business copies of the
       Funds' current summary prospectuses, or prospectuses, SAIs as requested
       by the contract holder and any post effective amendments or supplements
       thereto, annual and semi-annual reports to shareholders and other
       disclosure documents and communications to Fund shareholders that are
       required to be provided by the Company to owners of Company Business.

9. Regulatory Filings

    (a)With respect to the Shared Separate Account, providing for inclusion in
       registrations and reports prepared by Administrator pursuant to Schedule
       A all information as the Administrator shall reasonably request relating
       to the Company Business or the Company as a whole, including without
       limitation audited financial statements for the Company and the Shared
       Separate Account or information derived therefrom; signing and filing,
       or authorizing the Administrator to file, such registrations and reports.

                                   Sch. B-3



    (b)Arranging for in-house or outside counsel to provide the Legal Opinion
       Letter required as an exhibit to each registration statement or
       amendment thereto with respect to an LBL Contract, Company Business or
       Shared Separate Account.

    (c)Provide access to, and maintain, all EDGAR access codes, including CIK,
       CCC and passwords.

    (d)Maintain all licenses, permits and registrations of the Company, its
       Affiliates and the Shared Separate Account necessary for the operation
       of the Administered Business.

10.Compliance Procedures

    (a)During the term of this Agreement, for as long as the Company is
       required to maintain a compliance program pursuant to Rule 38a-1 under
       the 1940 Act with respect to the Shared Separate Account, the Company
       will implement and, throughout the term of this Agreement, maintain in
       effect, policies and procedures reasonably designed to prevent, detect,
       and correct violations of "federal securities laws" (as defined in Rule
       38a-1) by the Shared Separate Account and by the Company and its
       employees, officers, agents and Affiliates in connection with the Shared
       Separate Account, and to provide for oversight of compliance by the
       Shared Separate Account's service providers, including the
       Administrator, and the Company will designate a chief compliance officer
       who will be responsible for Company's compliance program under this
       provision.

    (b)Appoint and maintain a "chief compliance officer" (as defined in Rule
       38a-1) and adopt compliance guidelines from time to time as required by
       Rule 38a-1, and provide such compliance guidelines to the Administrator.

    (c)Providing the Administrator with copies of all of its Rule 38a-1
       policies and procedures with which it expects Administrator to comply in
       connection with the provision of Administrative Services under this
       Agreement.

    (d)Advising the Administrator of any material compliance matter, as defined
       in Rule 38a-1 under the 1940 Act, relating to the Company, the Shared
       Separate Account or the Company Business issued through the Share
       Separate Account.

                                   Sch. B-4



                                  SCHEDULE C

                                  TRADEMARKS



Country        Mark           Owner         Classes Class Description  Filing Date App. No.   Reg. Date Reg. No.
-------        -------------- ------------- ------- -----------------  ----------- ---------- --------- ---------
                                                                                
United States  ACHIEVER       LINCOLN         36     Life Insurance     4/5/1984   73/473,921 1/8/1985  1,313,879
                              BENEFIT LIFE           Underwriting
                              COMPANY                Services

United States  BUILD, ENJOY & LINCOLN         36     Issuance and       9/4/2007   77/271,212 5/13/2008 3,426,490
               SHARE          BENEFIT LIFE           administration
                              COMPANY                of variable
                                                     annuities

United States  CONSULTANT     LINCOLN         36     Investment         8/9/2002   78/152,826 4/19/2005 2,942,884
               ACCUMULATOR    BENEFIT LIFE           management,
                              COMPANY                issuance and
                                                     administration
                                                     of annuities

United States  CONSULTANT     LINCOLN         36     Investment         8/9/2002   78/152,860 4/19/2005 2,942,885
               PROTECTOR      BENEFIT LIFE           management,
                              COMPANY                issuance and
                                                     administration
                                                     of annuities

United States  DESIGNED FOR   LINCOLN         36     Insurance          9/12/2007  77/277,408 5/20/2008 3,430,654
               GROWTH.        BENEFIT LIFE           services,
               DESTINED TO    COMPANY                namely,
               PROVIDE.                              underwriting,
                                                     issuing and
                                                     administration
                                                     of life
                                                     insurance


                                   Sch. C-1





Country        Mark        Owner         Classes Class Description  Filing Date App. No.   Reg. Date  Reg. No.
-------        ----------- ------------- ------- -----------------  ----------- ---------- ---------- ---------
                                                                              
United States  DESIGNED    LINCOLN         36    Insurance           9/12/2007  77/277,415 5/20/2008  3,430,656
               TO PROTECT. BENEFIT LIFE          services,
               DESTINED    COMPANY               namely,
               TO PROVIDE.                       underwriting,
                                                 issuing and
                                                 administration
                                                 of life
                                                 insurance

United States  DIVERSIMAX  LINCOLN         36    Financial           1/12/2009  77/647,493 11/24/2009 3,716,763
                           BENEFIT LIFE          services related
                           COMPANY               to retirement,
                                                 namely,
                                                 investing and
                                                 administering
                                                 the funds of
                                                 others,
                                                 investment
                                                 advisory
                                                 services, and
                                                 issuance and
                                                 administration
                                                 of annuities

United States  ECHELON     LINCOLN         36    Insurance           6/6/2007   77/199,311 7/22/2008  3,470,506
                           BENEFIT LIFE          services,
                           COMPANY               namely,
                                                 underwriting,
                                                 issuing and
                                                 administration
                                                 of life
                                                 insurance

United States  ESTATE      LINCOLN         36    Life insurance      2/18/1997  75/243,019 3/10/1998  2,142,503
               EXECUTOR    BENEFIT LIFE          underwriting
                           COMPANY               and
                                                 administration
                                                 services


                                   Sch. C-2





Country        Mark             Owner         Classes Class Description  Filing Date App. No.   Reg. Date Reg. No.
-------        ---------------- ------------- ------- -----------------  ----------- ---------- --------- ---------
                                                                                  
United States  GUARD AGAINST    LINCOLN         36     Issuance and       9/24/2007  77/287,305 8/18/2009 3,670,018
               THE EFFECTS OF   BENEFIT LIFE           administration
               INFLATION.       COMPANY                of annuities
               ADAPT TO YOUR
               LIFE SITUATIONS.

United States  LEGACY SECURE    LINCOLN         36     Life               4/14/2005  78/608,980 8/1/2006  3,124,925
               SL               BENEFIT LIFE           insurance
                                COMPANY                underwriting
                                                       and
                                                       administration
                                                       services

United States  LEGACY SECURE    LINCOLN         36     Life               4/19/2005  78/611,497 4/11/2006 3,079,531
               UL               BENEFIT LIFE           insurance
                                COMPANY                underwriting
                                                       and
                                                       administration
                                                       services

United States  LINCOLN BENEFIT  LINCOLN         36     Life               10/9/2001  76/322,876 7/15/2008 3,464,853
               LIFE             BENEFIT LIFE           insurance
                                COMPANY                underwriting
                                                       and
                                                       administration
                                                       services;
                                                       Annuity
                                                       underwriting,
                                                       namely,
                                                       group and
                                                       individual
                                                       annuity
                                                       underwriting;
                                                       and long-term
                                                       care
                                                       insurance

United States  REACH FURTHER.   LINCOLN         36     Issuance and       9/4/2007   77/271,210 5/13/2008 3,426,489
               PROTECT MORE.    BENEFIT LIFE           administration
               CHART YOUR       COMPANY                of annuities
               WAY.


                                   Sch. C-3





Country        Mark           Owner         Classes Class Description  Filing Date App. No.   Reg. Date Reg. No.
-------        -------------- ------------- ------- -----------------  ----------- ---------- --------- ---------
                                                                                
United States  SAVER'S INDEX  LINCOLN         36     Annuity           6/15/1995   74/690,007 1/14/1997 2,029,668
                              BENEFIT LIFE           underwriting,
                              COMPANY                namely group
                                                     and
                                                     individual
                                                     annuity
                                                     contractor

United States  SELECTBALANCE  LINCOLN         36     Investment        1/2/2008    77/362,369 5/26/2009 3,629,021
                              BENEFIT LIFE           advisory
                              COMPANY                services,
                                                     namely, asset
                                                     allocation in
                                                     the field of
                                                     life insurance

United States  SELECTSTRATEGY LINCOLN         42     Providing a       1/24/2008   77/379,570 7/21/2009 3,658,911
                              BENEFIT LIFE           life
                              COMPANY                assessment
                                                     planning
                                                     tool, namely,
                                                     providing on-
                                                     line non-
                                                     downloadable
                                                     software for
                                                     use in
                                                     assessing life
                                                     insurance
                                                     plans and for
                                                     use in
                                                     planning for
                                                     life insurance
                                                     investment

United States  SUREHORIZON    LINCOLN         36     Issuance and      12/12/2003  78/340,065 9/4/2007  3,287,786
                              BENEFIT LIFE           administration
                              COMPANY                of fixed
                                                     annuities

United States  TACTICIAN      LINCOLN         36     Underwriting,     2/26/1990   74/032,694 1/8/1991  1,631,087
                              BENEFIT LIFE           issuing and
                              COMPANY                administering
                                                     annuities


                                   Sch. C-4





Country        Mark               Owner         Classes Class Description  Filing Date App. No.   Reg. Date Reg. No.
-------        ------------------ ------------- ------- -----------------  ----------- ---------- --------- ---------
                                                                                    
United States  TAKE THE INCOME.   LINCOLN         36     Issuance          9/4/2007    77/271,204 5/13/2008 3,426,488
               ENJOY THE OUTCOME. BENEFIT LIFE           and
                                  COMPANY                administration
                                                         of annuities

United States  THE INITIATOR      LINCOLN         36     Group and         2/27/1997   75/248,900 3/10/1998 2,142,548
                                  BENEFIT LIFE           individual
                                  COMPANY                annuity
                                                         contract
                                                         underwriting
                                                         services

United States  TOTALACCUMULATOR   LINCOLN         36     Insurance         12/14/2007  77/352,218 4/14/2009 3,607,018
                                  BENEFIT LIFE           services,
                                  COMPANY                namely,
                                                         underwriting,
                                                         issuing and
                                                         administration
                                                         of life
                                                         insurance

United States  ULTRA INDEX        LINCOLN         36     Life              2/7/2007    77/101,801 1/15/2008 3,370,085
                                  BENEFIT LIFE           insurance
                                  COMPANY                underwriting
                                                         services
                                                         and
                                                         providing
                                                         ancillary
                                                         services
                                                         thereto,
                                                         namely,
                                                         administration
                                                         and claims
                                                         adjustment


                                   Sch. C-5

EX-10.25

                                                                  Exhibit 10.25

                                                              EXECUTION VERSION

================================================================================

                  AMENDED AND RESTATED REINSURANCE AGREEMENT

                                    between

                         LINCOLN BENEFIT LIFE COMPANY

                                      and

                        ALLSTATE LIFE INSURANCE COMPANY

                           Dated as of April 1, 2014

================================================================================



                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Article I.     DEFINITIONS                                                   2

Article II.    COVERAGE                                                     11

Article III.   ADMINISTRATION; GENERAL                                      12

Article IV.    INITIAL REINSURANCE PREMIUM; ADDITIONAL CONSIDERATION;
               NET SETTLEMENT                                               16

Article V.     DURATION AND TERMINATION                                     19

Article VI.    INSOLVENCY                                                   20

Article VII.   LICENSES; SECURITY                                           20

Article VIII.  DAC TAXES                                                    23

Article IX.    ARBITRATION                                                  24

Article X.     INDEMNIFICATION; DISCLAIMER                                  25

Article XI.    GENERAL PROVISIONS                                           27

SCHEDULES

SCHEDULE A  -   CEDED REINSURANCE CONTRACTS

SCHEDULE B  -   SEPARATE ACCOUNTS

SCHEDULE C  -   MONTHLY REPORT

EXHIBITS

EXHIBIT A   -   TRUST AGREEMENT



                  AMENDED AND RESTATED REINSURANCE AGREEMENT

   This Amended and Restated Reinsurance Agreement, dated as of April 1, 2014
(this "Agreement"), is made and entered into by and between Lincoln Benefit
Life Company, a Nebraska domiciled stock life insurance company (the
"Company"), and Allstate Life Insurance Company, an Illinois domiciled stock
life insurance company (the "Reinsurer", and together with the Company, the
"Parties", and each a "Party").

   WHEREAS, the Reinsurer owns 100% of the issued and outstanding capital stock
of the Company;

   WHEREAS, the Reinsurer, Resolution Life Holdings, Inc., a corporation
organized under the laws of the State of Delaware (the "Buyer"), and Resolution
Life L.P., solely for purposes of Section 5.25 and Article X thereto, a Bermuda
limited partnership, have entered into a Stock Purchase Agreement, dated as of
July 17, 2013, as amended (the "Stock Purchase Agreement"), pursuant to which
the Reinsurer proposes to sell, and the Buyer proposes to purchase, 100% of the
issued and outstanding capital stock of the Company;

   WHEREAS, the Stock Purchase Agreement provides, among other things, for the
Company and the Reinsurer to enter into this Agreement;

   WHEREAS, the Reinsurer provides reinsurance coverage to the Company in
accordance with the terms of the following reinsurance agreements: (i) a
coinsurance agreement between the Parties effective as of December 31, 2001
covering the Company's general account liabilities for all policies and market
value adjustment annuities (the "General Account Reinsurance Agreement"),
(ii) a modified coinsurance agreement between the Parties effective as of
December 31, 2001 covering the Company's separate account liabilities for
variable life insurance policies (the "Variable Life Reinsurance Agreement",
and together with the General Account Reinsurance Agreement, the "Subject
Reinsurance Agreements") and (iii) a modified coinsurance agreement between the
Parties effective as of December 31, 2001 covering the Company's separate
account liabilities for variable annuity policies (the "Variable Annuity
Reinsurance Agreement");

   WHEREAS, the Company is also a party to a Reinsurance Agreement, effective
September 30, 2012 (the "Vermont Captive Reinsurance Agreement"), pursuant to
which the Company cedes to the Vermont Captive one hundred percent (100%) of
the policy benefits under specified universal life insurance policies written
by the Company with issue dates within the range set forth in the Vermont
Captive Reinsurance Agreement;

   WHEREAS, prior to the closing of the transactions contemplated in the Stock
Purchase Agreement, the Company and the Reinsurer entered into a Partial
Commutation Agreement (the "Partial Commutation Agreement") pursuant to which
the Company commuted from the Reinsurer certain of the business that was
previously ceded or retroceded to the Reinsurer under the Subject Reinsurance
Agreements;

   WHEREAS, in connection with the Closing of the transactions contemplated in
the Stock Purchase Agreement, the Company and the Reinsurer desire to amend and
restate, in its entirety,



the Variable Life Reinsurance Agreement with respect to the business of the
Company that was reinsured under the Variable Life Reinsurance Agreement and
was not commuted by the Company pursuant to the Partial Commutation Agreement;

   WHEREAS, in connection with the Closing of the transactions contemplated in
the Stock Purchase Agreement, the Company and the Reinsurer desire to amend and
restate the General Account Reinsurance Agreement with respect to the portion
of the business of the Company that was reinsured under the General Account
Reinsurance Agreement and was not commuted by the Company pursuant to the
Partial Commutation Agreement, except for the Company's variable annuity
policies reinsured pursuant to the General Account Reinsurance Agreement (which
variable annuity policies will continue to be reinsured by the Reinsurer
pursuant to the General Account Reinsurance Agreement with respect to all
general account liabilities associated with such variable annuity policies);

   WHEREAS, the Variable Annuity Reinsurance Agreement shall remain in full
force and effect without amendment; and

   WHEREAS, the Company wishes to appoint the Reinsurer to provide
administrative and other services with respect to the Reinsured Risks (as
defined below), and the Reinsurer, as Administrator, desires to provide such
administrative services and other services.

   NOW, THEREFORE, the Company and the Reinsurer agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

   Section 1.1 Definitions. Any capitalized term used but not defined herein,
unless otherwise indicated, shall have the meaning set forth in the Stock
Purchase Agreement. As used in this Agreement, the following terms shall have
the following meanings:

       "Administrative Services Agreement" means the Administrative Services
Agreement entered into between the Company and the Reinsurer as of the date
hereof.

       "Administrator" means the Reinsurer in its capacity as administrator
under the Administrative Services Agreement.

       "Agreement" shall have the meaning set forth in the Preamble.

       "ALIC Outward Reinsurance Contracts" means all reinsurance or
coinsurance treaties and agreements to which the Reinsurer is or becomes a
party, as retrocedent, and that relate to the retrocession by the Reinsurer of
risks assumed under this Agreement, including (a) all reinsurance or
coinsurance treaties and agreements in force as of the date of this Agreement
to which the Reinsurer is a ceding party to and that relate to the LBL
Contracts, (b) any such treaty or agreement that is terminated or expired but
under which the Reinsurer may continue to receive benefits with respect to the
LBL Contracts, (c) any other new or replacement reinsurance or coinsurance
treaties or agreements covering the LBL Contracts that are entered into by the
Reinsurer and (d) any Alternative Reinsurance Arrangement.

                                       2



       "Alternative Reinsurance Arrangement" shall have the meaning set forth
in Section 3.10(b).

       "ARIAS" shall have the meaning set forth in Section 9.1.

       "Bank Accounts" shall have the meaning set forth in Section 4.4.

       "Captive" means ALIC Reinsurance Company, a South Carolina domiciled
captive insurance company.

       "Captive Change of Control" means the occurrence of one or more of the
following events: any Person other than TAC, one or more Affiliates of TAC or
the Reinsurer (whether or not then an Affiliate of TAC) acquires or assumes
(x) Control of the Captive, whether by merger, consolidation, stock acquisition
or otherwise (including the acquisition or assumption of the power to direct
the Captive's management and policies by means of a management or services
agreement or other contractual arrangement) or (y) all or substantially all of
the assets or Liabilities of the Captive by reinsurance (whether indemnity or
assumption) or otherwise; provided, however, that the acquisition of Control of
TAC by any Person shall not constitute a Change in Control. Notwithstanding the
foregoing, no Captive Change in Control shall be deemed to occur if TAC
provides a guarantee for the benefit of the Company, on terms reasonably
satisfactory to the Company, of all obligations of the Captive to the Reinsurer
that are assigned to the Company in accordance with the terms of the definition
of Required Balance.

       "Ceded Reinsurance Contracts" means (a) all reinsurance or coinsurance
treaties and agreements in force as of the date of this Agreement to which the
Company is a ceding party and that relate to the LBL Contracts, (b) any such
treaty or agreement that is terminated or expired but under which the Company
may continue to receive benefits with respect to the LBL Contracts, and (c) any
other new or replacement reinsurance or coinsurance treaties or agreements
covering the LBL Contracts that are entered into by the Reinsurer on behalf of
the Company as Administrator under the Administrative Services Agreement,
including with respect to subclauses (a), (b) and (c) above, the Vermont
Captive Reinsurance Agreement and those treaties and agreements set forth on
Schedule A.

       "Change in Control" means the occurrence of one or more of the following
events: any Person other than TAC or one or more Affiliates of TAC acquires or
assumes (x) Control of the Reinsurer, whether by merger, consolidation, stock
acquisition or otherwise (including the acquisition or assumption of the power
to direct the Reinsurer's management and policies by means of a management or
services agreement or other contractual arrangement) or (y) all or
substantially all of the assets or Liabilities of the Reinsurer by reinsurance
(whether indemnity or assumption) or otherwise; provided, however, that the
acquisition of Control of TAC by any Person shall not constitute a Change in
Control. Notwithstanding the foregoing, no Change in Control shall be deemed to
occur if TAC provides a guarantee for the benefit of the Company of all
Reinsured Risks and all obligations of the Reinsurer hereunder on terms
reasonably satisfactory to the Company.

                                       3



       "Commuted Business" means the business written by the Company that was
reinsured by the Reinsurer pursuant to the Subject Reinsurance Agreement and
was commuted by the Company pursuant to the Partial Commutation Agreement.

       "Company" shall have the meaning set forth in the Preamble.

       "Company Extra Contractual Obligations" means all Extra Contractual
Obligations to the extent arising out of, resulting from or relating to any
alleged or actual act, error or omission after the Inception Date (including
the failure of the Company to perform any Retained Services for such term as
defined in the Administrative Services Agreement to the extent required
thereunder), whether intentional, in bad faith, reckless, grossly negligent,
negligent or otherwise, by the Company or any of its Affiliates, or any service
providers engaged or compensated by the Company or its Affiliates (other than
the Reinsurer, any of its Affiliates or any designee or subcontractor appointed
by Administrator under the Administrative Services Agreement), in each case
unless such action was directed by the Reinsurer in writing.

       "Company Indemnified Persons" shall have the meaning set forth in
Section 10.1.

       "Contractholder" means the holder of any LBL Contract.

       "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

       "Designated Company Conversion Policies" shall have the meaning set
forth in the Administrative Services Agreement.

       "Eligible Assets" shall have the meaning set forth in Section 7.4.

       "Exclusive Producer" means any Producer that markets, sells or
administers business of the type written by the Reinsurer or any of its
Affiliates exclusively for or on behalf of the Reinsurer and its Affiliates,
notwithstanding whether such Producer also sells products of the type not
written by the Reinsurer or any of its Affiliates on behalf of third parties.

       "Extra Contractual Obligation" means all Liabilities in respect of the
LBL Contracts (for the avoidance of doubt, other than Liabilities arising under
the express terms and conditions of the LBL Contracts), including Liabilities
for fines, penalties, Taxes, fees, forfeitures, compensatory, punitive,
exemplary, special, treble, bad faith, tort or any other form of damages, and
legal fees and expenses relating thereto, arising out of, resulting from or
relating to any alleged or actual act, error or omission, whether intentional,
in bad faith, reckless, grossly negligent, negligent or otherwise, in
connection with (i) the form, sale, marketing, underwriting, production,
issuance, cancellation or administration of the LBL Contracts, (ii) the
investigation, defense, trial, settlement or handling of claims, benefits,
dividends or payments under or relating to the LBL Contracts, or (iii) the
failure to pay or the delay in payment or errors in calculating or
administering the payment of benefits, claims, dividends or any other amounts
due or alleged to be due under or in connection with the LBL Contracts.

                                       4



       "Fair Market Value" means (i) as to cash, the amount thereof; and
(ii) as to an asset other than cash, the amount at which such asset could be
bought or sold in a current transaction between willing parties other than in a
forced or liquidation sale.

       "Fund" means any registered investment company in which a Separate
Account invests.

       "General Account Liabilities" means the following Liabilities of the
Company, whether incurred before, at or after the Inception Date: (a) all
claims, benefits, claim expenses, interest on claims or unearned premiums,
interest on policy funds, withdrawals, amounts payable for returns or refunds
of premium surrender amounts and other amounts payable under the terms of the
LBL Contracts; (b) all Liabilities arising out of changes to the terms and
conditions of the LBL Contracts mandated by Applicable Law or initiated by a
Contractholder pursuant to the terms of the applicable LBL Contracts; (c) all
expense allowances payable under the LBL Contracts and all experience refunds
that relate to the LBL Contracts (including under the Transamerica Reinsurance
Agreement); (d) all premium taxes due or accrued in respect of premiums paid,
deposits made or annuitizations occurring with respect to the LBL Contracts net
of premium tax credits to the extent arising out of assessments or charges
described in clause (e); (e) all assessments and similar charges with respect
to the LBL Contracts in connection with participation by the Company or the
Reinsurer, whether voluntary or involuntary, in any guaranty association
established or governed by any state or other jurisdiction, arising on account
of insolvencies, rehabilitations or similar proceedings occurring before, on or
after the Inception Date; (f) all commissions (including both fronted and trail
commissions), expense allowances, benefit credits, other compensation and other
servicing and administration fees payable with respect to the LBL Contracts to
or for the benefit of Producers; (g) all escheat and unclaimed property
Liabilities arising under the LBL Contracts; (h) all premiums and other amounts
payable under the Ceded Reinsurance Contracts in respect of the LBL Contracts;
and without duplication, (i) all expense reimbursement amounts payable to
Allstate Distributors, LLC by the Company under the Principal Underwriting
Agreement with respect to the LBL Contracts; in each of the cases of subclauses
(a) through (i) above, net of amounts actually collected under the Ceded
Reinsurance Contracts by or on behalf of the Company in respect of the LBL
Contracts. For the avoidance of doubt, General Account Liabilities (A) exclude
the Separate Account Liabilities and the Company Extra Contractual Obligations,
and (B) include any general account fixed options under LBL Contracts.

       "General Account Reinsurance Agreement" shall have the meaning set forth
in the Recitals.

       "General Account Reserves" means the aggregate amount of general account
reserves of the Company with respect to the General Account Liabilities
(without regard to the reinsurance provided hereunder), determined in
accordance with Nebraska SAP; provided, the term "General Account Reserves"
does not include the Separate Account Reserves. For the avoidance of doubt,
such General Account Reserves shall include the amounts for General Account
Liabilities that would be reflected in lines 1 through 4 inclusive, column 1,
in the "Liabilities, Surplus and Other Funds" section of the NAIC statement
blank used to prepare the Company's statutory balance sheet as of December 31,
2012, or if the line numbers are changed pursuant to relevant guidance from the
NAIC, the successor to such line numbers.

                                       5



       "Illinois SAP" means the statutory accounting principles prescribed or
permitted by the Commissioner of Insurance of the State of Illinois but
disregarding any permitted practices applicable to the Reinsurer, other than
those of general applicability to life insurers.

       "Inception Date" shall have the meaning set forth in Section 2.1.

       "LBL Contracts" means all Pre-Closing Policies and Post-Closing
Policies, excluding policies issued or coverages otherwise provided as a result
of the exercise by a Contractholder of any conversion right in a Pre-Closing
Policy or a Post-Closing Policy, other than all Designated Company Conversion
Policies.

       "LIBOR Determination Date" means the date as of which One-Month LIBOR is
to be determined, or if such date is not a London Banking Day, the next
immediately succeeding London Banking Day.

       "London Banking Day" means any business day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.

       "Minimum Balance" shall have the meaning set forth in Section 7.7.

       "Monthly Accounting Period" means each calendar month during the term of
this Agreement or any fraction thereof ending on the date this Agreement is
terminated in accordance with Section 5.2.

       "Monthly Report" shall have the meaning set forth in Section 4.5(a)(ii).

       "Monthly Settlement" shall have the meaning set forth in
Section 4.5(a)(i).

       "Nebraska Commissioner" means the Commissioner of Insurance of the State
of Nebraska.

       "Nebraska SAP" means the statutory accounting principles prescribed or
permitted by the Commissioner of Insurance of the State of Nebraska but
disregarding any permitted practices applicable to the Company, other than
those of general applicability to life insurers.

       "New Conversion Policy Form" shall have the meaning set forth in the
Administrative Services Agreement.

       "New York Court" shall have the meaning set forth in Section 11.5.

       "Non-Guaranteed Elements" means cost of insurance charges, loads and
expense charges, credited interest rates, mortality and expense charges,
administrative expense risk charges, variable premium rates, variable paid-up
amounts, policyholder dividends and other policy features that are subject to
change.

       "One-Month LIBOR" means for each interest period, the London interbank
offered rate for deposits in U.S. dollars having a maturity of one month which
appears on

                                       6



Bloomberg: verb "BBAM", 1) "Official BBA Libor Fixings" as of 11:00 a.m.,
London time, on the related LIBOR Determination Date. If this rate does not
appear on Bloomberg: verb "BBAM", 1) "Official BBA Libor Fixings" on that date,
the rate for such interest period will be determined on the basis of the rates
at which deposits in U.S. dollars, having a maturity of one month and in a
principal amount of not less than U.S. $1,000,000, are offered at approximately
11:00 a.m., London time, on the LIBOR Determination Date with respect to that
interest period, to prime banks in the London interbank market.

       "Partial Commutation Agreement" shall have the meaning set forth in the
Recitals.

       "Parties" shall have the meaning set forth in the Preamble.

       "Policy Loan Balance" means, with respect to any date of determination,
the amount of contract loans in respect of the LBL Contracts, as of such date,
as would be reflected in line 6, column 3 in the "Assets" section of the NAIC
statement blank used to prepare the Company's statutory balance sheet as of
December 31, 2012 or if the line number is changed pursuant to relevant
guidance from the NAIC, the successor line number to such line number, net of
any unearned policy loan interest on such loans but including any due and
accrued interest thereon, determined in accordance with Nebraska SAP.

       "Post-Closing Policies" means all of the life insurance and annuity
contracts issued by the Administrator in the name of the Company pursuant to
the Administrative Services Agreement.

       "Post-Underwriting Period Conversion Policies" shall have the meaning
set forth in the Administrative Services Agreement.

       "Pre-Closing Policies" means all of the life insurance and annuity
contracts written or reinsured by the Company prior to the Inception Date and
reinsured pursuant to the Subject Reinsurance Agreements, other than (i) the
Commuted Business and (ii) all variable annuity policies written by the Company
to the extent reinsured by the Reinsurer under the Variable Annuity Reinsurance
Agreement or the General Account Reinsurance Agreement. For the avoidance of
doubt, the Pre-Closing Policies shall be comprised of (i) all life insurance
business written by the Company through Exclusive Producers prior to the
Inception Date, (ii) all immediate annuities written by the Company prior to
the Inception Date, (iii) all Specified Life Business and (iv) the Reinsured
Policies.

       "Premiums" means premiums, considerations, deposits, payments, loan
interest and principal repayments and other amounts received by or on behalf of
the Company in respect of the LBL Contracts.

       "Principal Underwriting Agreement" means the Amended and Restated
Principal Underwriting Agreement entered into between the Company and Allstate
Distributors, LLC as of the date hereof.

       "Producer" means any producer, broker, agent, general agent, managing
general agent, master broker agency, broker general agency, financial
specialist or other Person

                                       7



responsible for marketing or producing insurance policies, annuity contracts,
protection and retirement products on behalf of the Company.

       "Recoveries" shall have the meaning set forth in Section 4.2(a).

       "Recoveries Collateral" shall have the meaning set forth in
Section 4.3(a).

       "Reinsurance Receivables" means, as of any date of determination, the
sum of (x) the amounts recoverable from reinsurers under the Ceded Reinsurance
Agreements or the ALIC Outward Reinsurance Contracts, as of such date, as would
be reflected in line 16.1, column 3 in the "Assets" section of the NAIC
statement blank used to prepare the statutory balance sheet of the Company or
the Reinsurer, as applicable, as of December 31, 2012 or if the line number is
changed pursuant to relevant guidance from the NAIC, the successor line number
to such line number, plus (y) the funds held by or deposited with reinsured
companies under the Ceded Reinsurance Agreements or the ALIC Outward
Reinsurance Contracts, as of such date, as would be reflected in line 16.2,
column 3 in the "Assets" section of the NAIC statement blank used to prepare
the statutory balance sheet of the Company or the Reinsurer, as applicable, as
of December 31, 2012 or if the line number is changed pursuant to relevant
guidance from the NAIC, the successor line number to such line number, plus
(z) other amounts receivable under reinsurance contracts from reinsurers under
the Ceded Reinsurance Agreements or the ALIC Outward Reinsurance Contracts, as
of such date, as would be reflected in line 16.3, column 3 in the "Assets"
section of the NAIC statement blank used to prepare the statutory balance sheet
of the Company or the Reinsurer, as applicable, as of December 31, 2012 or if
the line number is changed pursuant to relevant guidance from the NAIC, the
successor line number to such line number, in each case determined in
accordance with SAP or Applicable Law of the Company Domiciliary State.

       "Reinsured Policies" means those term life insurance policies reinsured
by the Company pursuant to the Transamerica Reinsurance Agreement.

       "Reinsured Risks" shall have the meaning set forth in Section 2.1.

       "Reinsurer" shall have the meaning set forth in the Preamble.

       "Reinsurer Extra Contractual Obligations" means all Extra Contractual
Obligations to the extent arising out of, resulting from or relating to any
alleged or actual act, error or omission, whether intentional, in bad faith,
reckless, grossly negligent, negligent or otherwise, by the Reinsurer or any of
its Affiliates, or any service providers engaged or compensated by the
Reinsurer or its Affiliates (other than any Company Extra Contractual
Obligations).

       "Reinsurer Indemnified Persons" shall have the meaning set forth in
Section 10.2.

       "Reinsurer Statutory Book Value" means, with respect to any Eligible
Asset, the amount carried in respect of such asset by the Reinsurer as an
admitted asset determined in accordance with Illinois SAP.

                                       8



       "Required Balance" means, as of any date of determination, an amount
equal to (i) the General Account Reserves as of such date, minus (ii) the
Policy Loan Balance as of such date, minus (iii) the Reinsurance Receivables as
of such date, minus (iv) the amount of Uncollected/Deferred Premiums as of such
date, minus (v) reserve credits on the Reinsurer's books and records as of such
date with respect to the ALIC Outward Reinsurance Contracts whereby the
Reinsurer cedes liabilities to an Affiliate of the Reinsurer, provided,
however, that with respect to clause (v), the Required Balance shall only be
reduced, (A) in an amount that in the aggregate does not exceed 40% of the
General Account Reserves as of such date, (B) to the extent of the Value of any
assets held as collateral for the reinsurance under the applicable ALIC Outward
Reinsurance Contract and (C) to the extent the Reinsurer has assigned to the
Company all its rights with respect to such collateral on terms reasonably
satisfactory to the Company. Notwithstanding the foregoing, from and after the
occurrence of both a Change in Control and a Captive Change of Control, the
Required Balance shall be, as of any date of determination, an amount equal to
(i) the General Account Reserves less (ii) the Policy Loan Balance as of such
date.

       "Reserve Credit" means full reserve credit for the reinsurance ceded to
the Reinsurer under this Agreement in the Statutory Financial Statements
required to be filed by the Company with the Commissioner of Insurance of the
State of Nebraska.

       "Separate Account Charges" shall have the meaning set forth in
Section 4.2(a)(iii).

       "Separate Account Liabilities" means those liabilities that are payable
from the assets of the Separate Accounts in respect of the LBL Contracts.

       "Separate Accounts" means the portion of the variable life separate
account(s) of the Company described on Schedule B that relate to the LBL
Contracts.

       "Shared Reinsurance Agreement" shall have the meaning set forth in
Section 3.10(b).

       "Specified Life Business" means, collectively, (i) the term life
insurance policies written by the Company prior to the Inception Date that have
been reinsured to the Reinsurer and retroceded by the Reinsurer to ALIC
Reinsurance Company, (ii) the term life insurance policies of the type
identified on Section 1.1(d) of the Seller Disclosure Schedule to the Stock
Purchase Agreement that were written by the Company and are reinsured by third
party reinsurers and (iii) the life insurance policies (x) written by the
Company through Producers that, at the time of sale of such policies, marketed,
sold or administered on a non-exclusive basis business of the type written by
the Reinsurer or its Affiliates and (y) coded by the Company in its books and
records with a distribution channel code of 601.

       "Statutory Financial Statements" means, with respect to any Party, the
annual and quarterly statutory financial statements of such Party.

       "Stock Purchase Agreement" shall have the meaning set forth in the
Recitals.

                                       9



       "Subject Reinsurance Agreements" shall have the meaning set forth in the
Recitals.

       "TAC" means The Allstate Corporation, a Delaware corporation.

       "Transaction Agreements" shall have the meaning set forth in the Stock
Purchase Agreement.

       "Transamerica" means Transamerica International Reinsurance Company.

       "Transamerica Reinsurance Agreement" means that certain retrocessional
agreement, dated as of August 15, 2003 by and between the Company and
Transamerica.

       "Transfer Instruments" shall have the meaning set forth in Section 7.5.

       "Trust Account" means the trust account established by the Reinsurer for
the benefit of the Company under the Trust Agreement.

       "Trust Agreement" means that certain Trust Agreement dated as of the
date hereof by and among the Reinsurer, the Company and the Trustee, as
trustee, substantially in the form of Exhibit A hereof.

       "Trustee" shall have the meaning set forth in Section 7.2.

       "UCC" shall have the meaning set forth in Section 4.3(b)(i).

       "Uncollected/Deferred Premiums" means, as of any date of determination,
the sum of (i) uncollected premiums in the course of collection in respect of
the LBL Contracts, as of such date, as would be reflected in line 15.1, column
3 in the "Assets" section of the NAIC statement blank used to prepare the
Reinsurer's balance sheet in its most recent Statutory Financial Statement or
if the line number is changed pursuant to relevant guidance from the NAIC, the
successor line number to such line number, plus (ii) deferred premiums and
installments booked but deferred and not yet due in respect of the LBL
Contracts, as of such date, as would be reflected in line 15.2, column 3 in the
"Assets" section of the NAIC statement blank used to prepare the Reinsurer's
balance sheet in its most recent Statutory Financial Statement or if the line
number is changed pursuant to relevant guidance from the NAIC, the successor
line number to such line number, in each case determined in accordance with
Nebraska SAP.

       "Value" means, with respect to the assets in the Trust Account, their
Reinsurer Statutory Book Value prior to a Change in Control and following the
occurrence of a Change in Control, their Fair Market Value.

       "Variable Annuity Reinsurance Agreement" shall have the meaning set
forth in the Recitals.

       "Variable Life Reinsurance Agreement" shall have the meaning set forth
in the Recitals.

                                      10



       "Vermont Captive" means Lincoln Benefit Reinsurance Company, a Vermont
domiciled captive insurance company.

       "Vermont Captive Reinsurance Agreement" shall have the meaning set forth
in the Recitals.

                                  ARTICLE II
                                   COVERAGE

   Section 2.1 Coverage. Upon the terms and subject to the conditions and other
provisions of this Agreement, as of 12:01 a.m. Central Time on the 1/st/ day of
the month in which the Closing occurs (the "Inception Date"), the Company
hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to indemnify the
Company (i) on a coinsurance basis, for one hundred percent (100%) of the
General Account Liabilities of the Company; (ii) on a modified coinsurance
basis, for one hundred percent (100%) of the Separate Account Liabilities of
the Company and (iii) for one hundred percent (100%) of the Reinsurer Extra
Contractual Obligations, in each case, payable by the Company on or after the
Inception Date (the "Reinsured Risks").

   Section 2.2 Conditions.

       (a) The Company, on its own initiative, shall not change the terms and
conditions of any LBL Contract, other than for any changes that are required
due to (i) changes in Applicable Law, (ii) the terms of the LBL Contracts or
(iii) the requirements of any Governmental Entity. If the Company's liability
under any of the LBL Contracts is changed because of changes made on or after
the Inception Date in the terms and conditions of the LBL Contracts (including
to any contract riders or endorsements thereto) that are required due to the
reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will
share in the change proportionately to the coinsurance share hereunder and the
Company and the Reinsurer will make all appropriate adjustments to amounts due
each other under this Agreement. With respect to any change required due to the
reasons identified in clauses (i) or (iii) above, the Company shall, to the
extent practicable, prior to the effectiveness of any such change, promptly
notify the Reinsurer of such proposed change and afford the Reinsurer the
opportunity, to the extent practicable, to object to such change under
applicable administrative procedures (both formal and informal).

       (b) Except as otherwise set forth or contemplated herein, including in
paragraph (a) above, no changes, amendments or modifications made on or after
the Inception Date of the terms and conditions of the LBL Contracts (including
to any contract riders or endorsements thereto) shall be covered hereunder
unless made by the Reinsurer pursuant to the Administrative Services Agreement
or made or consented to by the Company with the prior written approval of the
Reinsurer. In the event that any such changes, amendments or modifications are
made or consented to in any LBL Contract by the Company without the prior
written approval of the Reinsurer, this Agreement will cover Reinsured Risks
incurred by the Company under such LBL Contract as if the non-approved changes,
amendments or modifications had not been made.

                                      11



   Section 2.3 Indemnity Reinsurance. This Agreement is an indemnity
coinsurance and modified coinsurance agreement solely between the Company and
the Reinsurer, and the performance of the obligations of each Party under this
Agreement shall be rendered solely to the other Party. The Company shall be and
shall remain the only party hereunder that is liable to any insured, cedent,
Contractholder, claimant or beneficiary under any annuity contract or insurance
policy reinsured hereunder.

   Section 2.4 Territory. The territorial limits of this Agreement shall be
identical with those of the LBL Contracts.

                                  ARTICLE III
                            ADMINISTRATION; GENERAL

   Section 3.1 Contract Administration. The Reinsurer shall administer the LBL
Contracts (other than the Post-Underwriting Period Conversion Policies), the
Ceded Reinsurance Contracts with respect to the LBL Contracts (other than with
respect to the Post-Underwriting Period Conversion Policies) and the Separate
Accounts (to the extent provided in the Administrative Services Agreement)
directly on behalf of the Company, in each instance in accordance with the
terms of the Administrative Services Agreement. The Post-Underwriting Period
Conversion Policies shall be administered by the Company. The Company agrees to
administer the Post-Underwriting Period Conversion Policies in accordance with
Applicable Law, the terms of such policies and, subject to the foregoing, using
a degree of skill and attention no less than that which the Company exercises
with respect to the Company Business. As part of the development of the New
Conversion Policy Form in accordance with the provisions of the Administrative
Services Agreement, the Parties will agree on an appropriate expense allowance
to compensate the Company for providing such administration, which expense
allowance shall comply with 210 Nebraska Administrative Code Chapter 57,
Section 004.01(a).

   Section 3.2 Non-Guaranteed Elements. The Reinsurer may, from time to time,
make recommendations to the Company with respect to Non-Guaranteed Elements so
long as the recommendations comply with the written terms of the LBL Contracts,
Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial
Standard Board governing redetermination of non-guaranteed charges. The Company
shall fully consider any such recommendations and act reasonably and in good
faith in determining whether any such recommendations should be accepted and
shall not unreasonably delay implementation of any accepted recommendations
after such recommendations are provided in writing, except to the extent that
an applicable Governmental Entity finally determines that Applicable Law would
require the implementation of such recommendations to apply to any policy or
contract that constitutes Company Business. Notwithstanding anything to the
contrary contained herein, in the event that an applicable Governmental Entity
finally determines that Applicable Law would require the implementation of the
Reinsurer's recommendations with respect to one or more LBL Contracts to apply
to any policy or contract that constitutes Company Business (a) the Parties
shall cooperate in good faith to develop a mutually agreeable plan to set
Non-Guaranteed Elements with respect to such LBL Contracts and such Company
Business, and the Parties shall implement any such plan so agreed and (b) the
Company shall not be liable for any Indemnified Losses incurred by the
Reinsurer as a result of the Company's failure to implement the Reinsurer's
recommendations. In the event that the Company is notified by an applicable

                                      12



Governmental Entity that it proposes making a determination that Applicable Law
would require the implementation of such recommendations to apply to any policy
or contract that constitute Company Business, the Company shall promptly (but
in any event within two (2) Business Days) notify the Reinsurer of such
notification. The parties will thereafter cooperate in good faith and use their
reasonable best efforts to reach agreements with such Governmental Entity that
will avoid a final determination to such effect.

   Section 3.3 Policy Exchanges, Replacements or Surrenders. Unless otherwise
agreed in writing by the Parties to this Agreement, (i) the Company will not
institute, promote, or encourage any exchange, replacement or surrender program
with respect to the LBL Contracts; and (ii) the Company shall not use any
information regarding the LBL Contracts, including information regarding the
Contractholders, other than for purposes of complying with its obligations
under the Administrative Services Agreement and this Agreement or as otherwise
required by Applicable Law.

   Section 3.4 Errors and Omissions. If any delay, omission, error or failure
to pay amounts due or to perform any other act required by this Agreement is
unintentional and caused by misunderstanding or oversight, the Company and the
Reinsurer will adjust the situation to what it would have been had the
misunderstanding or oversight not occurred. The Party first discovering such
misunderstanding or oversight, or an act resulting from such misunderstanding
or oversight, will notify the other Party in writing promptly upon discovery
thereof, and the Parties shall act to correct such misunderstanding or
oversight within twenty (20) Business Days of such other Party's receipt of
such notice. However, this Section 3.4 shall not be construed as a waiver by
either Party of its right to enforce strictly the terms of this Agreement.

   Section 3.5 Age, Sex and Other Adjustments. If the Company's liability under
any of the LBL Contracts is changed because of a misstatement of age or sex or
any other material fact, the Reinsurer will share in the change proportionately
to the reinsurance share hereunder and the Company and the Reinsurer will make
all appropriate adjustments to amounts due each other under this Agreement.

   Section 3.6 Set-off. Any debts or credits, matured or unmatured, in favor of
or against either the Company or the Reinsurer with respect to this Agreement
are deemed mutual debts or credits, as the case may be, and shall be set off
from any amounts due to the Company or the Reinsurer hereunder, as the case may
be, and only the net balance shall be allowed or paid. For the avoidance of
doubt, no such set-off shall affect the obligations of the Parties or their
respective Affiliates under the terms of the Stock Purchase Agreement or any
other Transaction Agreement. In the event of any insolvency, rehabilitation,
conservatorship or comparable proceeding by or against the Ceding Company or
the Reinsurer, the rights of offset and recoupment set forth in this
Section 3.6 shall apply to the fullest extent permitted by Applicable Law.

   Section 3.7 Defenses. The Reinsurer accepts, reinsures and assumes the
Reinsured Risks subject to any and all defenses, set-offs and counterclaims to
which the Company would be entitled with respect to the Reinsured Risks, it
being expressly understood and agreed to by the Parties hereto that no such
defenses, set-offs, or counterclaims are or shall be waived by the execution
and delivery of this Agreement or the consummation of the transactions
contemplated

                                      13



hereby and that the Reinsurer is and shall be fully subrogated in and to all
such defenses, set-offs and counterclaims.

   Section 3.8 Guaranty Fund Assessments and Premium Taxes. The Company and the
Reinsurer shall settle amounts due with regard to guaranty fund assessments,
premium taxes and premium tax credits included in the General Account
Liabilities in accordance with the terms of the Administrative Services
Agreement.

   Section 3.9 Conversion. From and after the Inception Date, the Company shall
make policies available for issuance upon the exercise by a Contractholder of
any conversion right in an LBL Contract in accordance with the terms of the
Administrative Services Agreement.

   Section 3.10 Ceded Reinsurance Contracts.

       (a) From and after the Inception Date, pursuant to the terms of the
Administrative Services Agreement, the Reinsurer shall have the exclusive right
to terminate, amend or replace with a new reinsurance agreement between the
Reinsurer and the applicable reinsurer, in whole or in part, any of the Ceded
Reinsurance Contracts to the extent such termination, amendment or replacement
relates to the LBL Contracts; provided such termination, amendment or
replacement does not affect the reinsurance coverage or other reinsurance terms
provided thereunder with respect to the Company Business. The Company agrees to
not terminate, amend or replace any of the Ceded Reinsurance Contracts to the
extent such termination, amendment or replacement relates to or affects the
reinsurance coverage provided thereunder with respect to the LBL Contracts. The
Company shall, upon the Reinsurer's request, cooperate with the Reinsurer and
take all actions reasonably requested by the Reinsurer to cause such
terminations, amendments or replacements of Ceded Reinsurance Contracts or to
cause such replacement Ceded Reinsurance Contracts to be entered into. The
Reinsurer shall reimburse the Company for all reasonable and documented
out-of-pocket costs and expenses incurred by the Company or its Affiliates in
connection with such terminations, amendments or replacements of Ceded
Reinsurance Contracts or the entering into of such new Ceded Reinsurance
Contracts.

       (b) From and after the Inception Date, to the extent not completed prior
to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement,
the Reinsurer and the Company shall each use its reasonable best efforts, and
shall cooperate fully with each other, to cause the reinsurer under each Ceded
Reinsurance Contract pursuant to which such reinsurer reinsures both risk
included in the Company Business and risk that is not included in the Company
Business (each, a "Shared Reinsurance Agreement") to (i) enter into (A) a
novation to the Reinsurer or one or more of its Affiliates of the portion of
such Shared Reinsurance Agreement comprising risk that is not included in the
Company Business or (B) an amendment of such Shared Reinsurance Agreement to
exclude the risk that is not included in the Company Business together with a
new reinsurance arrangement with the Reinsurer or one or more of its Affiliates
pursuant to which such risk will be reinsured by such reinsurer on the same
terms as those applicable under the Shared Reinsurance Agreement (each of
(A) and (B), an "Alternative Reinsurance Arrangement") and (ii) waive any right
to terminate such Shared Reinsurance Agreement pursuant to its terms as a
result of the consummation of the transactions contemplated by this Agreement;
provided, that neither Party shall be required to compromise any right, asset

                                      14



or benefit or expend any amount, incur any liability or provide any other
consideration in connection with obtaining the consent of any reinsurer to any
Alternative Reinsurance Arrangement. For the avoidance of doubt, if the Parties
are unable to effect an Alternative Reinsurance Arrangement with respect to any
Shared Reinsurance Agreement and such Shared Reinsurance Agreement remains in
effect after the Inception Date, all rights to the reinsurance recoveries under
such Shared Reinsurance Agreement that relate to the LBL Contracts shall be
included in the Recoveries, the Company shall have no obligation to seek
collection for any such Recoveries (other than with respect to the
Post-Underwriting Period Conversion Policies or as may be provided in the
Administrative Services Agreement), and the Reinsurer will administer such
Shared Reinsurance Agreement with respect to the LBL Contracts (other than with
respect to the Post-Underwriting Period Conversion Policies) under the
Administrative Services Agreement.

       (c) From and after the Inception Date, to the extent not completed prior
to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement,
the Reinsurer shall have the right but not the obligation to continue to use
efforts to cause the reinsurer under each Ceded Reinsurance Contract other than
the Shared Reinsurance Agreements to enter into either (i) a novation of such
Ceded Reinsurance Contract from the Company to the Reinsurer or one of its
Affiliates or (ii) a termination of such Ceded Reinsurance Contract together
with the concurrent entry into a new reinsurance contract with the Reinsurer;
provided, that neither Party shall be required to compromise any right, asset
or benefit or expend any amount, incur any liability or provide any other
consideration in connection with obtaining the consent of any reinsurer to any
such alternative arrangement. For the avoidance of doubt, if the Parties are
unable to effect an alternative arrangement with respect to any such Ceded
Reinsurance Contract and such Ceded Reinsurance Contract remains in effect
after the Inception Date, all rights to the reinsurance recoveries under such
Ceded Reinsurance Contract shall be included in Recoveries, the Company shall
have no obligation to seek collection for any such Recoveries (other than with
respect to the Post-Underwriting Period Conversion Policies or as may be
provided in the Administrative Services Agreement), and the Reinsurer will
administer such Ceded Reinsurance Contract (other than with respect to the
Post-Underwriting Period Conversion Policies) under the Administrative Services
Agreement.

       (d) Subject to the provisions of Section 3.10(a), Liabilities with
respect to the LBL Contracts under any Ceded Reinsurance Contract that is
terminated or recaptured by the Reinsurer shall be ceded hereunder
automatically to the Reinsurer without further action, subject to receipt by
the Reinsurer of any reserve transfer or similar transfers or settlement
amount, if any, received by the Company from the applicable reinsurer and, in
such event, the Reinsurer shall pay any special transfer or recapture fee or
any other amount payable by the Company in respect of the LBL Contracts in
connection therewith as may be required under such Ceded Reinsurance Contract.

       (e) From and after the Inception Date, the Reinsurer shall have the
right but not the obligation to seek Transamerica's consent to (and upon
receipt of such consent to effectuate on behalf of the Company) either (i) a
novation of the Transamerica Reinsurance Agreement (together with any related
servicing agreement) from the Company to the Reinsurer or one of its Affiliates
or (ii) a termination of the Transamerica Reinsurance Agreement (together with
any related servicing agreement) together with the concurrent entry into a new
reinsurance

                                      15



contract and any related servicing agreement with the Reinsurer; provided, that
neither Party shall be required to compromise any right, asset or benefit or
expend any amount, incur any liability or provide any other consideration in
connection with obtaining the consent of Transamerica to any such alternative
arrangement.

   Section 3.11 Follow the Fortunes. The Reinsurer's Liability under this
Agreement shall attach simultaneously with that of the Company under the LBL
Contracts, and the Reinsurer's Liability under this Agreement shall be subject
in all respects to the same risks, terms, rates, conditions, interpretations,
assessments, waivers, proportion of Premiums paid to the Company.

                                  ARTICLE IV
     INITIAL REINSURANCE PREMIUM; ADDITIONAL CONSIDERATION; NET SETTLEMENT

   Section 4.1 Initial Reinsurance Premium. The Parties agree and acknowledge
that the initial reserve transfer occurred under the Subject Reinsurance
Agreements (or predecessor reinsurance agreements), and there will be no
additional initial reinsurance premium or ceding commission due between the
Parties as a result of entering into this Agreement except as provided in
Section 4.2.

   Section 4.2 Additional Consideration.

       (a) As additional consideration for the Reinsurer entering into this
Agreement, as of the Inception Date, the Company hereby irrevocably sells,
assigns, transfers and delivers to the Reinsurer as premium hereunder all of
its rights, title and interest in one hundred percent (100%) of all of the
following amounts actually received or receivable at or after the Inception
Date by the Company or the Reinsurer, whether in its role as reinsurer
hereunder or as Administrator, with respect to the LBL Contracts
(items (i) through (v) below, collectively, the "Recoveries"):

           (i)Premiums;

          (ii)all amounts actually collected or collectable under the Ceded
              Reinsurance Contracts in respect of the LBL Contracts (including
              all recoveries, returns, amounts in respect of profit sharing and
              all other sums to which the Company may be entitled under the
              Ceded Reinsurance Contracts in respect of the LBL Contracts);

         (iii)all mortality and expense risk charges, administrative expense
              charges, rider charges, contract maintenance charges, back-end
              sales loads and other considerations billed separately for the
              LBL Contracts collected or collectible by the Company, and any
              other charges, fees and similar amounts received or receivable by
              the Company from the Separate Accounts in respect of the LBL
              Contracts (collectively, the "Separate Account Charges"). For the
              avoidance of doubt, the Separate Account Charges shall include
              any revenue sharing fees, service fees and distribution fees
              received or receivable from or in respect of Funds pursuant to a

                                      16



              plan adopted pursuant to Rule 12b-1 under the Investment Company
              Act of 1940, as amended;

          (iv)all amounts that are transferrable from the Separate Accounts to
              the general account of the Company in respect of the LBL
              Contracts; and

           (v)without duplication, all other payments, collections, releases of
              funds, recoveries and other considerations or payments with
              respect to the LBL Contracts, including all premiums, payments,
              reimbursements, interest or other amounts that the Company
              receives in connection with any reinstatement or reissuance of an
              LBL Contract or any conversion, exchange or replacement policy
              that is reinsured under this Agreement.

       (b) The Company agrees to execute and record all additional documents
and take all other steps reasonably requested by the Reinsurer to effectuate
such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in
its role as Administrator under the Administrative Services Agreement, or any
of its Affiliates of any such amounts shall satisfy the Company's obligations
to transfer any such amount to the Reinsurer hereunder.

       (c) The Company hereby and pursuant to the Administrative Services
Agreement appoints the Reinsurer as its agent to collect all Recoveries in the
Company's name. The Company agrees and acknowledges that the Reinsurer and its
permitted assigns and delegatees are entitled to enforce, in the name of the
Company, all rights at law or in equity or good faith claims of the Company
with respect to such Recoveries. If necessary for such collection, the Company
shall reasonably cooperate, at the Reinsurer's expense, in any litigation or
other dispute resolution mechanism relating to such collection. The Parties
acknowledge and agree that the Reinsurer shall be responsible for and has
hereby assumed the financial risk of any uncollected or uncollectible
Recoveries. To the extent that the Company recovers any Recoveries from any
third party attributable to the LBL Contracts, the Company shall promptly
transfer such amounts to the Reinsurer, together with any pertinent information
that the Company may have relating thereto.

   Section 4.3 Security Interest.

       (a) The Parties intend the Company's assignment pursuant to the first
sentence of Section 4.2(a) to be a present assignment of all of the Company's
rights, title and interest and not an assignment as collateral. However, to the
extent that such assignment is not recognized as a present assignment, is not
valid or is recharacterized as a pledge rather than a lawful conveyance to the
Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and
otherwise pledge to the Reinsurer all of the Company's now owned and hereafter
acquired or arising, whether governed by Article 9 of the UCC or other law,
wherever located, and all proceeds and products thereof, right, title and
interest, if any (legal, equitable or otherwise) to all Recoveries (and any
lockbox or account set up for the receipt of the Recoveries after the Inception
Date) ("Recoveries Collateral") to secure all of the Company's obligations to
remit the Recoveries to the Reinsurer.

                                      17



       (b) Upon the failure of the Company to remit Recoveries to the
Reinsurer, which failure remains uncured ten (10) days after written notice
thereof is received by the Company, the Reinsurer shall have, in addition to
all other rights under this Agreement or under Applicable Law, the following
rights:

           (i)the right to exercise all rights and remedies granted a secured
              party under the Uniform Commercial Code, as said code has been
              enacted in the State of Nebraska, the State of Illinois, or any
              other applicable jurisdiction (the "UCC"), as though all the
              Recoveries Collateral constituted property subject to a security
              interest under Article 9 thereof; and

          (ii)the right to intercept and retain monies and property in any
              lockbox or account set up for the receipt of Recoveries.

       (c) This Section 4.3 is being included in this Agreement to ensure that,
if an insolvency or other court determines that, notwithstanding the provisions
of this Agreement, including Section 4.2(a), and the express intent of the
Parties in entering into this Agreement, the Company retained ownership of or
any rights in the Recoveries Collateral, the Reinsurer's rights to the
Recoveries Collateral are protected with a first priority, perfected security
interest, and it is the intent of the Parties that this Section 4.3 be
interpreted as such.

       (d) Nothing contained herein shall be construed to support the
conclusion that the Company will retain any ownership of or any rights in the
Recoveries Collateral after the Inception Date or to support the conclusion
that the Reinsurer does not acquire full ownership thereof as of the Inception
Date.

       (e) The Company shall execute and deliver and the Reinsurer is
authorized to execute and deliver any and all financing statements reasonably
requested by the Reinsurer to the extent that it may appear appropriate to the
Reinsurer to file such financing statements in order to perfect the Reinsurer's
title under Article 9 of the UCC to any and all Recoveries Collateral and the
Company shall do such further acts and things as the Reinsurer may reasonably
request in order that the security interest granted hereunder may be maintained
as a first perfected security interest. All costs and expenses incurred in
connection with obtaining a first priority, perfected security interest shall
be borne by the Reinsurer.

   Section 4.4 Bank Accounts. During the term of this Agreement, the Reinsurer
may open and maintain one or more accounts with banking institutions with
respect to the LBL Contracts (the "Bank Accounts"). The Reinsurer shall have
the exclusive authority over the Bank Accounts including, without limitation,
the exclusive authority to (a) open the Bank Accounts in the name of the
Company, (b) designate the authorized signatories on the Bank Accounts,
(c) issue drafts on and make deposits in the Bank Accounts in the name of the
Company, (d) make withdrawals from the Bank Accounts and (e) enter into
agreements with respect to the Bank Accounts on behalf of the Company;
provided, that in no event shall the Company be responsible for any fees,
overdraft charges or other payments, liabilities or obligations with respect to
any such Bank Accounts or be obligated to provide funding for the Bank
Accounts. The Company shall do all things necessary at the Reinsurer's expense
to

                                      18



(x) enable and authorize the Reinsurer to use the Company's existing lockboxes
with respect to the LBL Contracts and (y) to enable the Reinsurer to open and
maintain the Bank Accounts including, without limitation, executing and
delivering such depository resolutions and other documents as may be requested
from time to time by the banking institutions. The Company agrees that without
the Reinsurer's prior written consent it shall not make any changes to the
authorized signatories on the Bank Accounts nor attempt to withdraw any funds
therefrom.

   Section 4.5 Reports and Settlements.

       (a) The Reinsurer shall provide to the Company periodic accounting and
other reports with respect to the LBL Contracts as specified in the
Administrative Services Agreement. Other than with respect to the
Post-Underwriting Conversion Policies, settlement with respect to amounts owed
hereunder by the Reinsurer to the Company and by the Company to the Reinsurer
shall be performed through the direct payment by the Reinsurer of Reinsured
Risks and direct receipt by the Reinsurer of Recoveries on an ongoing basis in
its capacity as Administrator under the Administrative Services Agreement.

           (i)Except as otherwise specifically provided herein, all amounts due
              to be paid to the Company and the Reinsurer under this Agreement
              with regards to the Post-Underwriting Period Conversion Policies
              shall be determined on a net basis, as of the last day of each
              Monthly Accounting Period. Each net amount due with respect to
              each Monthly Accounting Period (the "Monthly Settlement") shall
              be paid by the Reinsurer to the Company, or by the Reinsurer to
              the Company, as applicable, no later than fifteen (15) days after
              delivery of the Monthly Report.

          (ii)Within fifteen (15) days of the end of each Monthly Accounting
              Period, the Company shall supply the Reinsurer with a report in
              the form of Schedule C which shall set forth the Recoveries with
              respect to the Post-Underwriting Period Conversion Policies
              collected during the prior Monthly Accounting Period and the
              General Account Liabilities paid during the prior Monthly
              Accounting Period (the "Monthly Report").

         (iii)If the actual data required for the Monthly Report cannot be
              supplied with the appropriate report, the Company shall produce
              best estimates and shall provide amended reports based on actual
              data no more than ten (10) days after the actual data becomes
              available and the Parties will settle any additional amounts due
              within five (5) days thereafter.

                                   ARTICLE V
                           DURATION AND TERMINATION

   Section 5.1 Duration. Except as otherwise provided herein, this Agreement
shall be unlimited in duration.

                                      19



   Section 5.2 Reinsurer's Liability. The Reinsurer's liability with respect to
the Reinsured Risks will terminate on the earliest of: (i) the date the
Company's liability with respect to the Reinsured Risks is terminated and all
amounts due the Company from the Reinsurer with respect thereto have been paid
by or on behalf of the Reinsurer to or on behalf of the Company; and (ii) the
date this Agreement is terminated upon the written agreement of the Parties.

                                  ARTICLE VI
                                  INSOLVENCY

   Section 6.1 Payments. In the event of the insolvency of the Company, all
reinsurance made, ceded, renewed or otherwise becoming effective under this
Agreement shall be payable by the Reinsurer directly to the contractholders of
the contracts reinsured, without diminution because of the insolvency of the
Company. It is agreed and understood, however, that (i) in the event of the
insolvency of the Company, the domiciliary liquidator, receiver or legal
successor of the insolvent Company shall give written notice of the pendency of
a claim against the insolvent Company on the LBL Contract within a reasonable
time after such claim is filed in the insolvency proceeding and (ii) during the
pendency of such claim the Reinsurer may investigate such claim and interpose,
at its own expense, in the proceeding where such claim is to be adjudicated,
any defenses which it may deem available to the Company or its liquidator,
receiver or statutory successor.

   Section 6.2 Expenses. It is further understood that any expense thus
incurred by the Reinsurer pursuant to Section 6.1 may be filed as a claim
against the insolvent Company as part of the expense of liquidation, to the
extent of a proportionate share of the benefit which may accrue to the Company
solely as a result of the defense undertaken by the Reinsurer. Where two or
more assuming reinsurers are involved in the same claim and a majority in
interest elect to interpose a defense to such claim, the expense shall be
apportioned subject to court approval, in accordance with the terms of this
Agreement as though such expense had been incurred by the Company.

                                  ARTICLE VII
                              LICENSES; SECURITY

   Section 7.1 Licenses. At all times during the term of this Agreement, the
Reinsurer shall (i) hold and maintain all licenses and authorizations required
so that the Company may receive Reserve Credit or (ii) otherwise take such
steps as may be required to provide the Company with Reserve Credit.

   Section 7.2 Security. During the term of this Agreement until such time as a
Trust Account is no longer required pursuant to Section 7.7, as security for
the payment of amounts due the Company under this Agreement, the Reinsurer, as
grantor, shall establish and maintain the Trust Account with a trustee
reasonably acceptable to the Company (the "Trustee") naming the Company as sole
beneficiary thereof. Concurrently with the execution of this Agreement, on the
Inception Date, the Reinsurer shall deposit into the Trust Account Eligible
Assets with a Reinsurer Statutory Book Value (including investment income due
and accrued) equal to the Reinsurer's good faith estimate of the Required
Balance as of the Inception Date. All transfers

                                      20



to and withdrawals from the Trust Account shall be in accordance with and
subject to the requirements set forth in the Trust Agreement; provided that, in
addition to the requirements set out in the Trust Agreement, the Reinsurer
shall transfer amounts to, and withdraw amounts from, the Trust Account as set
forth in Section 7.6.

   Section 7.3 Trust Account and Settlements. The trustee shall hold assets in
the Trust Account pursuant to the terms of the Trust Agreement.

   Section 7.4 Investment of Trust Assets. The assets held in the Trust Account
shall be valued at their Value (including investment income due and accrued).
The assets that may be held in the Trust Account shall consist of cash and
investments that are permitted to be carried by the Company as admitted assets
determined in accordance with Nebraska SAP; provided, that (i) each such asset
that is a security is issued by an institution that is not the Reinsurer, the
Company or an Affiliate of either Party, and (ii) such assets comply with the
requirements specified by the investment guidelines as set forth on Exhibit C
of the Trust Agreement; provided, further, that such assets shall be managed in
accordance with commercially reasonable investment guidelines agreed by the
Company and the Reinsurer upon the occurrence of a Change in Control (the
assets pursuant to this sentence being the "Eligible Assets").

   Section 7.5 Deposit of Assets. Prior to depositing assets in the Trust
Account, the Reinsurer will execute assignments, endorsements, medallion
guaranteed stock powers, and medallion guaranteed bond powers in blank
(collectively "Transfer Instruments") as appropriate in each instance for the
type of asset, to transfer legal title to the trustee of all shares,
obligations or any other assets requiring assignment, conveyance or transfer,
in order that the Company, or the trustee upon the direction of the Company,
may whenever necessary negotiate the assets, attach the endorsements and record
the assignments without any additional consent or signature from the Reinsurer
or any other entity. The Transfer Instruments shall be accompanied by a
Certificate duly executed by an Assistant Secretary of the Reinsurer evidencing
the due authority of the signatories to execute the Transfer Instruments on
behalf of the Reinsurer.

   Section 7.6 Adjustment of Security and Withdrawals. Subject to Section 7.7,
the amount of security provided by the Reinsurer shall be adjusted following
the end of each Monthly Accounting Period to be equal to the Required Balance
as of the end of such Monthly Accounting Period (such amounts to be calculated
by the Reinsurer and a report thereof to be furnished to the Company no later
than ten (10) Business Days following the end of such Monthly Accounting
Period) as follows:

       (a) If the aggregate Value of the Eligible Assets held in the Trust
Account at the end of any Monthly Accounting Period is less than the Required
Balance, calculated based on the most recent Monthly Accounting Period report,
the Reinsurer shall, no later than ten (10) Business Days following delivery of
the relevant report, transfer additional Eligible Assets to the Trust Account
so that the aggregate Value of the Eligible Assets held in the Trust Account is
not less than the Required Balance as of the end of such Monthly Accounting
Period.

       (b) If the aggregate Value of the Eligible Assets in the Trust Account
at the end of any Monthly Accounting Period exceeds 100% of the Required
Balance, calculated based on the most recent Monthly Accounting Period report,
then the Reinsurer shall have the right to

                                      21



withdraw the excess from the Trust Account in accordance with the terms of the
Trust Agreement; provided, however, that after a Change in Control the 100%
amount above shall become 102%.

       (c) The report required to be delivered by the Reinsurer as described in
this Section 7.6 shall include a listing of each asset in the Trust Account and
the Reinsurer Statutory Book Value and Fair Market Value of each such asset as
of the end of the relevant Monthly Accounting Period.

       (d) The Company may withdraw the assets held in the Trust Account only
in accordance with the terms of the Trust Agreement to pay to the Company
amounts that are (i) due to the Company from the Reinsurer under this
Agreement, but not yet recovered from the Reinsurer, (ii) not the subject of a
good faith dispute and (iii) not paid by the Reinsurer within ten (10) Business
Days after the Reinsurer has received written notice of such failure to pay
from the Company.

       (e) The amount of any withdrawal from the Trust Account in excess of
amounts permitted under the terms of the Trust Agreement shall be held in trust
by the Company and maintained in a segregated account, separate and apart from
the assets of the Company for the benefit of the Reinsurer and promptly
returned to the Reinsurer, plus interest, compounded monthly, at One-Month
LIBOR plus 150 basis points from and including the date of withdrawal to but
excluding the date on which such excess withdrawal is returned to the Trust
Account.

   Section 7.7 Termination of Trust Account. Notwithstanding anything to the
contrary herein, if, prior to the occurrence of a Change in Control, the
Required Balance as set forth in the report required to be delivered by the
Reinsurer as described in Section 7.6 with respect to any Monthly Accounting
Period is zero (the "Minimum Balance"), then (i) the Reinsurer and the Company
shall promptly deliver a joint written notice to the Trustee to terminate the
Trust Account, and (ii) the Reinsurer shall have no further obligation to
maintain any assets in the Trust Account pursuant to this Agreement or the
Trust Agreement.

   Section 7.8 Certain Reports. The Reinsurer shall provide written notice of
the occurrence of any Change in Control or Captive Change of Control within two
(2) Business Days after its occurrence. In addition, the Reinsurer shall
cooperate fully with the Company and promptly respond to the Company's
reasonable inquiries from time to time concerning the determination of whether
a Change in Control or a Captive Change of Control has occurred.

   Section 7.9 Vermont Captive. To the extent the Vermont Captive proposes to
reinsure any business in addition to the business currently reinsured under the
Vermont Captive Reinsurance Agreement, the parties shall negotiate in good
faith with respect to the treatment of the business currently reinsured under
the Vermont Captive Reinsurance Agreement.

                                      22



                                 ARTICLE VIII
                                   DAC TAXES

   Section 8.1 DAC Taxes.

       (a) Each of the Company and Reinsurer acknowledges that it is subject to
taxation under Subchapter L of the Code and hereby makes the election
contemplated in section 1.848-2(g)(8) of the Treasury regulations under the
Code with respect to this Agreement. Each of the Company and Reinsurer
(i) agrees that such election shall be effective for the taxable year of each
Party that includes the Inception Date and for all subsequent years during
which this Agreement remains in effect and (ii) warrants that it will take no
action to revoke the election.

       (b) Pursuant to section 1.848-2(g)(8) of the Treasury regulations, each
Party hereby agrees (i) to attach a schedule to its federal income tax return
for its first taxable year ending on or after the Inception Date that
identifies this Agreement as a reinsurance agreement for which the joint
election under section 1.848-2(g)(8) has been made, (ii) that the Party with
net positive consideration (as defined in the Treasury regulations) for this
Agreement for each taxable year will capitalize specified policy acquisition
expenses with respect to the Agreement without regard to the general deductions
limitation of section 848(c)(1) of the Code, and (iii) to exchange information
pertaining to the amount of net consideration (as defined in the Treasury
regulations) under this Agreement to ensure consistency.

       (c) By March 1 of each year, the Reinsurer shall submit a schedule to
the Company of its calculation of the net consideration for the preceding
calendar year. If the Company agrees with the calculation, the Company shall
use this information in determining its net consideration for such prior year.
If the Company disagrees with the calculation, the Parties shall act in good
faith to resolve any differences so that consistency is maintained for tax
return reporting purposes.

       (d) By May 15 of each calendar year, the Reinsurer shall reimburse (or
be reimbursed by, as the facts may provide) the Company for DAC taxes incurred
for the previous tax year with respect to the policies after the Inception
Date. The DAC tax reimbursement shall be computed by multiplying the DAC tax
factor by the sum of (i) 100% of premiums received during the previous tax year
on the Reinsured Contracts after the Inception Date subject to section 848 of
the Code and (ii) the Company's net consideration (as defined in the Treasury
regulations) for the previous tax year under this Agreement for periods
beginning on or after the Inception Date. The "DAC tax factor" shall be 0.215%
for annuity contracts, 0.252% for group life contracts and 0.946% for life
insurance contracts, non-cancellable A&H contracts and guaranteed renewable A&H
contracts. The Company and the Reinsurer mutually agree to prospectively adjust
the DAC tax factor to reflect any changes in the federal income tax rate
applicable to the Company or the Reinsurer, as the case may be, or changes to
section 848 of the Code or the related Treasury regulations.

                                      23



                                  ARTICLE IX
                                  ARBITRATION

   Section 9.1 Resolution of Damages. As a condition precedent to any right
arising under this Agreement, any dispute between the Company and the Reinsurer
arising out of the provisions of this Agreement, or concerning its
interpretation or validity, whether arising before or after termination of this
Agreement, shall be submitted to arbitration pursuant to the commercial
arbitration rules of AIDA Reinsurance and Insurance Arbitration Society
("ARIAS").

   Section 9.2 Composition of Panel. Unless the Parties agree upon a single
arbitrator within fifteen (15) days after the receipt of notice of intention to
arbitrate, all disputes shall be submitted to an arbitration panel composed of
two arbitrators and an umpire, chosen in accordance with Sections 9.3 and 9.4.

   Section 9.3 Appointment of Arbitrators. The Party requesting arbitration
(hereinafter referred to as the "claimant") shall appoint an arbitrator and
give written notice thereof, by registered mail or a recognized overnight
courier to the other Party (hereinafter referred to as the "respondent")
together with its notice of intention to arbitrate. Unless a single arbitrator
is agreed upon within fifteen (15) days after the receipt of the notice of
intention to arbitrate, the respondent shall, within thirty (30) days after
receiving such notice, also appoint an arbitrator and notify the claimant
thereof in a like manner. Before instituting a hearing, the two arbitrators so
appointed shall choose an impartial umpire. If, within thirty (30) days after
they are both appointed, the arbitrators fail to agree upon the appointment of
an umpire, the umpire shall be selected pursuant to the rules of ARIAS. The
arbitrators shall be present or former executives or officers of life insurance
or reinsurance companies. The arbitrators and umpire shall be disinterested
individuals and not be under the control of either Party, and shall have no
financial interest in the outcome of the arbitration.

   Section 9.4 Failure of a Party to Appoint Arbitrator. If the respondent
fails to appoint an arbitrator within thirty (30) days after receiving a notice
of intention to arbitrate, such arbitrator shall be selected pursuant to the
rules of ARIAS, and shall then, together with the arbitrator appointed by the
claimant, choose an umpire as provided in Section 9.3.

   Section 9.5 Choice of Forum. Any arbitration instituted pursuant to this
Article IX shall be held in New York, New York or such other place as the
Parties may mutually agree.

   Section 9.6 Procedure Governing Arbitration. Each party participating in the
arbitration shall have the obligation to produce those documents and as
witnesses to the arbitration those of its employees as any other participating
party reasonably requests providing always that the same witnesses and
documents be obtainable and relevant to the issues before the arbitration and
not be unduly burdensome or excessive. The parties may mutually agree as to
pre-hearing discovery prior to the arbitration hearing and in the absence of
agreement, upon the request of any party, pre-hearing discovery may be
conducted as the panel shall determine in its sole discretion to be in the
interest of fairness, full disclosure, and a prompt hearing, decision and award
by the panel. The panel shall be the final judge of the procedures of the
panel, the conduct of the arbitration of the rules of evidence, the rules of
privilege and production and of

                                      24



excessiveness and relevancy of any witnesses and documents upon the petition of
any participating party.

   Section 9.7 Arbitration Award. The arbitration panel shall render its
decision within sixty (60) days after termination of the proceeding unless the
parties consent to an extension, which decision shall be in writing, stating
the reason therefor. The decision of the majority of the panel shall be final
and binding on the parties to the proceeding except to the extent otherwise
provided in the Federal Arbitration Act. Judgment upon the award may be entered
in any court having jurisdiction pursuant to the Federal Arbitration Act.

   Section 9.8 Cost of Arbitration. Unless otherwise allocated by the panel,
each party shall bear the expense of its own arbitrator and its own witnesses
and shall equally bear with the other parties the expense of the umpire and the
arbitration.

   Section 9.9 Limit of Authority. It is agreed that the arbitrators shall have
no authority to impose any punitive, exemplary or consequential damage awards
on either of the Parties hereto.

   Section 9.10 Survival. This Article IX shall survive the termination of this
Agreement.

                                   ARTICLE X
                          INDEMNIFICATION; DISCLAIMER

   Section 10.1 Reinsurer's Obligation to Indemnify. The Reinsurer hereby
agrees to indemnify, defend and hold harmless the Company and its Affiliates
and their respective officers, directors, stockholders, employees,
representatives, successors and assigns (collectively, the "Company Indemnified
Persons") from and against any and all Indemnifiable Losses incurred by the
Company Indemnified Persons to the extent arising from (i) any breach by the
Reinsurer of the covenants and agreements of the Reinsurer contained in this
Agreement, (ii) all Reinsurer Extra Contractual Obligations, (iii) the
Company's acceptance and implementation of the Reinsurer's recommendations in
accordance with Section 3.2, (iv) any determination that the setting of
Non-Guaranteed Elements by the Company in accordance with such recommendations
while setting Non-Guaranteed Elements in a different manner on policies or
contracts that comprise the Company Business constitutes a failure by the
Company to comply with Applicable Law; provided, that Indemnifiable Losses
payable under this clause (iv) shall (A) be limited to Indemnifiable Losses
actually paid to a third party in connection with a Third Party Claim
(including any additional amounts that are required to be credited or paid to
policyholders or beneficiaries) and (B) only be payable if such determination
is made by an applicable Governmental Entity or a court of competent
jurisdiction, and (v) any successful enforcement of this indemnity.

   Section 10.2 Company's Obligation to Indemnify. The Company hereby agrees to
indemnify, defend and hold harmless the Reinsurer and its Affiliates and their
respective officers, directors, stockholders, employees, representatives,
successors and assigns (collectively, the "Reinsurer Indemnified Persons") from
and against any and all Indemnifiable Losses incurred by the Reinsurer
Indemnified Persons to the extent arising from (i) any breach by the Company of
the covenants and agreements of the Company contained in this Agreement,
(ii) all

                                      25



Company Extra Contractual Obligations, (iii) (A) changes to Non-Guaranteed
Elements that are made by the Company on or after the Inception Date without
the Reinsurer's prior written consent or (B) the failure of the Company to
implement the Reinsurer's recommendations with respect to Non-Guaranteed
Elements that satisfy the requirements of Section 3.2, and (iv) any successful
enforcement of this indemnity.

   Section 10.3 Definitions. As used in this Agreement:

           (a)"Indemnitee" means any Person entitled to indemnification under
              this Agreement;

           (b)"Indemnitor" means any Person required to provide indemnification
              under this Agreement;

           (c)"Indemnifiable Losses" means any and all damages, losses,
              Liabilities, obligations, costs and expenses (including
              reasonable attorneys' fees and expenses); provided, that any
              Indemnity Payment (x) shall in no event include any amounts
              constituting punitive damages relating to the breach or alleged
              breach of this Agreement (except to the extent actually paid to a
              third party in connection with a Third Party Claim) and (y) shall
              be net of any amounts recovered by or recoverable by the
              Indemnitee for the Indemnifiable Losses for which such Indemnity
              Payment is made under any insurance policy, reinsurance
              agreement, warranty or indemnity or otherwise from any Person
              other than a Party hereto, and the Indemnitee shall promptly
              reimburse the Indemnitor for any such amount that is received by
              it from any such other Person with respect to an Indemnifiable
              Losses after any indemnification with respect thereto has
              actually been paid pursuant to this Agreement;

           (d)"Indemnity Payment" means any amount of Indemnifiable Losses
              required to be paid pursuant to this Agreement; and

           (e)"Third Party Claim" means any claim, action, suit, or proceeding
              made or brought by any Person that is not an Indemnitee.

   Section 10.4 Applicability of Stock Purchase Agreement. The procedures set
forth in Section 7.5 of the Stock Purchase Agreement shall apply to
Indemnifiable Losses indemnified under this Article X.

   Section 10.5 No Duplication. If any Indemnifiable Losses are indemnified
under any other Transaction Agreement, the Company Indemnified Person or
Reinsurer Indemnified Person shall not be entitled to indemnification with
respect to such Indemnifiable Losses pursuant to such other Transaction
Agreement and shall instead be entitled to indemnification pursuant to
Section 10.1 or Section 10.2 of this Agreement.

                                      26



                                  ARTICLE XI
                              GENERAL PROVISIONS

   Section 11.1 Schedules and Exhibits. The Schedules and Exhibits to this
Agreement that are specifically referred to herein are a part of this Agreement
as if fully set forth herein.

   Section 11.2 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by overnight courier (providing proof of delivery) to the Parties
at the following addresses (or at such other address for a Party as shall be
specified by like notice):

       (a) if to the Company:

   Lincoln Benefit Life Company
   Suite 300
   Columbia Centre I
   5600 North River Road
   Rosemont, IL 60018
   Attention: Simon Packer

   with copies (which shall not constitute notice) to:

   Debevoise & Plimpton LLP
   919 Third Avenue
   New York, New York 10022
   Attention:Nicholas F. Potter
             David Grosgold

       (b) if to the Reinsurer:

   Allstate Life Insurance Company
   3100 Sanders Road
   Northbrook, Illinois 60062
   Attention: Jess Merten

   with copies (which shall not constitute notice) to:

   Willkie Farr & Gallagher LLP
   787 Seventh Avenue
   New York, New York 10019
   Attention:John M. Schwolsky
             Alexander M. Dye

Notice given by personal delivery or overnight courier shall be effective upon
actual receipt.

   Section 11.3 Interpretation. When a reference is made in this Agreement to a
Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated. All
references herein to any agreement, instrument,

                                      27



statute, rule or regulation are to the agreement, instrument, statute, rule or
regulation as amended, modified, supplemented or replaced from time to time
(and, in the case of statutes, includes any rules and regulations promulgated
under said statutes) and to any section of any statute, rule or regulation
including any successor to said section. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. Whenever the
words "include," "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation." Whenever the
singular is used herein, the same shall include the plural, and whenever the
plural is used herein, the same shall include the singular, where appropriate.
Whenever the word "Dollars" or the "$" sign appear in this Agreement, they
shall be construed to mean United States Dollars, and all transactions under
this Agreement shall be in United States Dollars. This Agreement has been fully
negotiated by the Parties hereto and shall not be construed by any Governmental
Entity against either Party by virtue of the fact that such Party was the
drafting Party.

   Section 11.4 Entire Agreement; Third Party Beneficiaries. This Agreement
(including all exhibits and schedules hereto) and the other Transaction
Agreements constitute the entire agreement, and supersede all prior agreements,
understandings, representations and warranties, both written and oral, among
the Parties with respect to the subject matter of this Agreement. Except as set
forth in Article X with respect to the Reinsurer Indemnified Persons and the
Company Indemnified Persons, this Agreement is not intended to confer upon any
Person other than the Parties hereto and their successors and permitted assigns
any rights or remedies.

   Section 11.5 Governing Law and Jurisdiction.

       (a) This Agreement and any dispute arising hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof. While the parties contemplate that all disputes
hereunder will be decided pursuant to Article IX hereof, the parties submit to
the jurisdiction of any court of the United States or any state court, which in
either case is located in the City of New York (each, a "New York Court") with
respect to any legal proceedings to enforce an arbitral award issued in
accordance with Article IX. In any such action, suit or other proceeding, each
of the parties hereto irrevocably and unconditionally waives and agrees not to
assert by way of motion, as a defense or otherwise any claim that it is not
subject to the jurisdiction of any such New York Court, that such action, suit
or other proceeding is not subject to the jurisdiction of any such New York
Court, that such action, suit or other proceeding is brought in an inconvenient
forum or that the venue of such action, suit or other proceeding is improper;
provided, that nothing set forth in this sentence shall prohibit any of the
parties hereto from removing any matter from one New York Court to another New
York Court. Each of the parties hereto also agrees that any final and
unappealable judgment against a party hereto in connection with any action,
suit or other proceeding will be conclusive and binding on such party and that
such award or judgment may be enforced in any court of competent jurisdiction,
either within or outside of the United States. A certified or exemplified copy
of such award or judgment will be conclusive evidence of the fact and amount of
such award or judgment. Any process or other paper to be served in connection
with any action or proceeding under this Agreement shall, if delivered or sent
in accordance with Section 11.2 of this Agreement, constitute good, proper and
sufficient service thereof.

                                      28



       (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES
SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 11.5(b).

   Section 11.6 Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise (other than by operation of law in a
merger), by either Party without the prior written consent of the other Party,
and any such assignment that is not consented to shall be null and void.
Subject to the preceding sentence, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the Parties and their respective
successors and assigns. For the avoidance of doubt, the Reinsurer shall be
permitted to retrocede any of the Reinsured Risks at its sole discretion.

   Section 11.7 Severability; Amendment; Modification; Waiver.

       (a) Whenever possible, each provision or portion of any provision of
this Agreement will be interpreted in such manner as to be effective and valid
under Applicable Law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any Applicable Law in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

       (b) This Agreement may be amended or a provision hereof waived only by a
written instrument signed by each of the Reinsurer and the Company.

       (c) No delay on the part of any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any Party of any right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.

   Section 11.8 Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the Parties and
delivered to the other Party. Each Party may deliver its signed counterpart of
this Agreement to the other Party by means of electronic mail or any other
electronic medium utilizing image scan technology, and such delivery will have
the same legal effect as hand delivery of an originally executed counterpart.

                                      29



   Section 11.9 Cooperation. Each Party hereto shall cooperate fully with the
other in all reasonable respects in order to accomplish the objectives of this
Agreement including making available to each their respective officers and
employees for interviews and meetings with Governmental Entities and furnishing
any additional assistance, information and documents as may be reasonably
requested by a Party from time to time.

   Section 11.10 Survival. Articles VIII, IX, X and XI shall survive the
termination of this Agreement.

                 [Remainder of Page Intentionally Left Blank]

                                      30



   IN WITNESS WHEREOF, the Company and the Reinsurer have caused this Agreement
to be signed by their respective duly authorized officers, all as of the date
first written above.

                                             LINCOLN BENEFIT LIFE COMPANY

                                             By:  -----------------------------
                                                  Name:
                                                  Title:

                                             ALLSTATE LIFE INSURANCE COMPANY

                                             By:  -----------------------------
                                                  Name:
                                                  Title:

                                             By:  -----------------------------
                                                  Name:
                                                  Title:

         Signature Page to Amended and Restated Reinsurance Agreement



                                  SCHEDULE A

                          CEDED REINSURANCE CONTRACTS

Ceded Life and Annuity

1. Reinsurance Agreement, effective as of December 31, 1986, by and between the
Company and Seller, replaced and superseded by Coinsurance Agreement, effective
as of December 31, 2001, by and between the Company and Seller.

2. Reinsurance Agreement, effective as of January 1, 1994, by and between the
Company and Seller, replaced and superseded by Modified Coinsurance Agreement
(VA), effective as of December 31, 2001, by and between the Company and Seller.
And Reinsurance Agreement, effective as of January 1, 1994, by and between the
Company and Seller, replaced and superseded by Modified Coinsurance Agreement
(VL), effective as of December 31, 2001, by and between the Company and Seller.

3. Reinsurance Agreement, effective as of September 30, 2012, by and between
the Company and Lincoln Benefit Reinsurance Company.

4. Automatic Coinsurance Agreement, effective as of October 5, 2001, by and
between the Company and American United Life Insurance Company.

5. Automatic Yearly Renewable Term Agreement, effective as of July 2, 2012, by
and between the Company and Arch Reinsurance Ltd.

6. Automatic Coinsurance Reinsurance Agreement, effective as of August 15,
2003, by and between the Company and The Canada Life Assurance Company.

7. Automatic YRT Reinsurance Agreement, effective as of July 29, 2004, by and
between the Company and The Canada Life Assurance Company.

8. Automatic YRT Reinsurance Agreement for Legacy Premier SL, Estate Executor,
and Consultant SL, effective as of January 17, 2005 by and between the Company
and The Canada Life Assurance Company.

9. Automatic YRT Reinsurance Agreement for Consultant Protector VUL and
Consultant Accumulator VUL, effective as of January 17, 2005 by and between the
Company and The Canada Life Assurance Company.

10. Automatic Yearly Renewable Term, effective as of January 15, 1999, by and
between the Company and Employers Reassurance Corporation.

11. Automatic Coinsurance Life Reinsurance Agreement, effective as of
December 1, 2000, by and between the Company and Employers Reassurance
Corporation.

                                  Schedule A



12. Automatic Yearly Renewable Term, effective as of November 5, 2001, by and
between the Company and Employers Reassurance Corporation.

13. Automatic Yearly Renewable Term Agreements L088-102 and L088-103, effective
as of December 1, 2000, by and between the Company and General and Cologne Life
Re of America (whose name changed to General Re Life Corporation as of
December 24, 2003.)

14. Automatic Coinsurance Agreement L088-100, effective as of December 1, 2000,
by and between the Company and General and Cologne Life Re of America (whose
name changed to General Re Life Corporation as of December 24, 2003.)

15. Automatic Yearly Renewable Term Agreement L088-107, effective as of
January 17, 2005, by and between the Company and General Re Life Corporation.

16. Automatic Umbrella Reinsurance Agreement, effective as of October 5, 2001,
by and between the Company and Business Men's Assurance Company of America
(novated to Generali USA Life Reassurance Company effective October 31, 2003).

17. Automatic Coinsurance Reinsurance Agreement, effective as of September 1,
2006, by and between the Company and Generali USA Life Reassurance Company.

18. Automatic Yearly Renewable Term, effective as of January 23, 2012, by and
between the Company and Hannover Life Reassurance Company of America.

19. Automatic Yearly Renewable Term, effective as of July 2, 2012, by and
between the Company and Hannover Life Reassurance Company of America.

20. Yearly Renewable Term Agreement, effective as of June 1, 1988, by and
between the Company and The Lincoln National Life Insurance Company.

21. Coinsurance Agreement, effective as of May 1, 1989, by and between the
Company and The Lincoln National Life Insurance Company.

22. Yearly Renewable Term Agreement, effective as of June 15, 1991, by and
between the Company and The Lincoln National Life Insurance Company.

23. Coinsurance Agreement, effective as of May 1, 1995, by and between the
Company and The Lincoln National Life Insurance Company.

24. Yearly Renewable Term Agreement, effective as of June 1, 1996, by and
between the Company and The Lincoln National Life Insurance Company.

25. Yearly Renewable Term Agreement, effective as of July 1, 1998, by and
between the Company and The Lincoln National Life Insurance Company.

                                  Schedule A



26. Yearly Renewable Term Agreement, effective as of May 1, 1999, by and
between the Company and The Lincoln National Life Insurance Company.

27. Coinsurance Agreement, effective as of January 1, 2000, by and between the
Company and The Lincoln National Life Insurance Company.

28. Automatic Reinsurance Agreement on a Coinsurance Basis, effective as of
February 15, 1992, by and between the Company and Munich American Reassurance
Company.

29. Automatic Reinsurance Agreement on a Coinsurance Basis, effective as of
May 1, 1998, by and between the Company and Munich American Reassurance Company.

30. Automatic Reinsurance Agreement on a Coinsurance Basis, effective as of
January 1, 2000, by and between the Company and Munich American Reassurance
Company.

31. Automatic YRT Reinsurance Agreements 3254, 3436, and 3437, effective as of
January 17, 2005, by and between the Company and Munich American Reassurance
Company.

32. Automatic YRT Reinsurance Agreement, effective as of October 12, 2009, by
and between the Company and Munich American Reassurance Company.

33. Automatic Bulk Coinsurance Non-Refund Agreement, effective as of May 1,
1989, by and between the Company and North American Life and Casualty Company
(novated to RGA Reinsurance Company effective July 1, 2004).

34. Automatic Bulk YRT Non-Refund Agreement, effective as of January 1, 1994,
by and between the Company and Allianz Life Insurance Company of North America
(novated to RGA Reinsurance Company effective July 1, 2004).

35. Automatic and Facultative Coinsurance Agreement, effective as of May 1,
1997, by and between the Company and RGA Reinsurance Company.

36. Coinsurance Agreement, effective as of May 1, 1998, by and between the
Company and RGA Reinsurance Company.

37. Automatic Bulk YRT Non-Refund Agreement, effective as of July 1, 1998, by
and between the Company and Allianz Life Insurance Company of North America
(novated to RGA Reinsurance Company effective July 1, 2004).

38. Risk Premium Reinsurance Agreement, effective as of January 15, 1999, by
and between the Company and RGA Reinsurance Company.

39. Automatic Bulk Coinsurance Non-Refund Agreements 9284 and 9286, effective
as of January 1, 2000, by and between the Company and Allianz Life Insurance
Company of North America (novated to RGA Reinsurance Company effective July 1,
2004).

                                  Schedule A



40. Automatic and Facultative Coinsurance Reinsurance Agreement, effective as
of December 1, 2000, by and between the Company and RGA Reinsurance Company.

41. Automatic and Facultative YRT Reinsurance Agreement, effective as of
February 3, 2003, by and between the Company and RGA Reinsurance Company.

42. Automatic and Facultative YRT Reinsurance Agreement, effective as of
January 17, 2005, by and between the Company and RGA Reinsurance Company.

43. Automatic YRT Reinsurance Agreement, effective as of October 12, 2009, by
and between the Company and SCOR Global Life U.S. Reinsurance Company (whose
name changed to SCOR Global Life Americas Reinsurance Company as of
September 27, 2011).

44. Automatic YRT Reinsurance Agreement, effective as of February 1, 2011, by
and between the Company and SCOR Global Life U.S. Reinsurance Company (whose
name changed to SCOR Global Life Americas Reinsurance Company as of
September 27, 2011).

45. Automatic YRT Agreement, effective as of August 1,1988, by and between the
Company and Frankona America Life Reassurance Company (whose name changed to
ERC Life Reinsurance Corporation as of Febrary 2, 1996 and then novated to
Scottish Re Life Corporation as of October 24, 2005).

46. Automatic Coinsurance Agreements numbered 2487 and 2569, effective as of
May 1, 1997, by and between the Company and Phoenix Home Life Mutual Insurance
Company (novated to ERC Life Reinsurance Corporation as of January 1, 2000 and
then novated to Scottish Re Life Corporation as of October 24, 2005).

47. Monthly Renewable Term Automatic Agreement, effective as of January 1,
1984, by and between the Company and Security Life of Denver Insurance Company.

48. Automatic and Facultative Monthly Renewable Term Agreement, effective as of
June 15, 1991, by and between the Company and Security Life of Denver Insurance
Company.

49. Automatic and Facultative Coinsurance Agreement, effective as of
December 1, 1991, by and between the Company and Security Life of Denver
Insurance Company.

50. Automatic and Facultative Coinsurance Agreement, effective as of May 1,
1995, by and between the Company and Security Life of Denver Insurance Company.

51. Automatic and Facultative Yearly Renewable Term Agreement, effective as of
June 1, 1996, by and between the Company and Security Life of Denver Insurance
Company.

52. Automatic and Facultative Yearly Renewable Term Agreement, effective as of
June 1, 1998, by and between the Company and Security Life of Denver Insurance
Company.

                                  Schedule A



53. Automatic and Facultative Yearly Renewable Term Agreement, effective as of
January 15, 1999, by and between the Company and Security Life of Denver
Insurance Company.

54. Automatic and Facultative Yearly Renewable Term Agreement, effective as of
May 15, 1999, by and between the Company and Security Life of Denver Insurance
Company.

55. Automatic and Facultative Coinsurance Agreement, effective as of January 1,
2000, by and between the Company and Security Life of Denver Insurance Company.

56. Automatic and Facultative Monthly Renewable Term Reinsurance Agreement,
effective as of October 15, 2002, by and between the Company and Security Life
of Denver Insurance Company.

57. Automatic and Facultative Monthly Renewable Term Reinsurance Agreement,
effective as of December 31, 2002, by and between the Company and Security Life
of Denver Insurance Company.

58. Reinsurance Agreement, effective as of April 1, 1994, by and between the
Company and The Mercantile and General Life Reassurance Company of America
(novated to Swiss Re Life & Health America Inc. effective December 31, 1997).

59. Reinsurance Agreement, effective as of May 1, 1995, by and between the
Company and The Mercantile and General Life Reassurance Company of America
(novated to Swiss Re Life & Health America Inc. effective December 31, 1997).

60. Reinsurance Agreement (YRT), effective as of May 1, 1997, by and between
the Company and The Mercantile and General Life Reassurance Company of America
(novated to Swiss Re Life & Health America Inc. effective December 31, 1997).

61. Reinsurance Agreement #6531-1 (Automatic Coinsurance Bulk), effective as of
May 1, 1997, by and between the Company and Life Reassurance Corporation of
America (Life Reassurance Corporation of America consolidated into
Swiss Re Life & Health America Inc. effective September 30, 2000).

62. Automatic Self Administered YRT Reinsurance Agreement, effective as of
May 1, 1998, by and between the Company and Swiss Re Life & Health America Inc.

63. Automatic Self Administered YRT Reinsurance Agreement, effective as of
June 1, 1998, by and between the Company and Swiss Re Life & Health America Inc.

64. Reinsurance Agreement #6704-1, effective as of January 15, 1999, by and
between the Company and Life Reassurance Corporation of America (Life
Reassurance Corporation of America consolidated to Swiss Re Life & Health
America Inc. effective September 30, 2000).

                                  Schedule A



65. Reinsurance Agreement #6748-1, effective as of February 15, 1999, by and
between the Company and Life Reassurance Corporation of America (now known as
Swiss Re Life & Health America Inc.).

66. Reinsurance Agreement #6848-1, effective as of November 1, 1999, by and
between the Company and Life Reassurance Corporation of America (Life
Reassurance Corporation of America consolidated to Swiss Re Life & Health
America Inc. effective September 30, 2000).

67. Reinsurance Agreement #6769-1, effective as of January 1, 2000, by and
between the Company and Life Reassurance Corporation of America (Life
Reassurance Corporation of America consolidated to Swiss Re Life & Health
America Inc. effective September 30, 2000).

68. Reinsurance Agreement #0848501, effective as of September 1, 2006, by and
between the Company and Swiss Re Life & Health America Inc.

69. Reinsurance Agreement #I93287US-07, effective as of February 1, 2007, by
and between the Company and Swiss Re Life & Health America Inc.

70. Reinsurance Agreement #I97791US-09, effective as of May 1, 2009, by and
between the Company and Swiss Re Life & Health America Inc.

71. Letter of Intent #05031US12, effective as of January 1, 2013, by and
between the Company and Swiss Re Life & Health America Inc.

72. Life, Disability and Accidental Death Automatic Reinsurance Agreement,
effective as of January 1, 1984, by and between the Company and Transamerica
Occidental Life Insurance Company (novated to Transamerica Life Insurance as of
October 1, 2008).

73. Automatic Reinsurance Agreement, effective as of June 15, 1991, by and
between the Company and Transamerica Occidental Life Insurance Company (novated
to Transamerica Life Insurance as of October 1, 2008).

74. Automatic Reinsurance Agreement, effective as of June 1, 1996, by and
between the Company and Transamerica Occidental Life Insurance Company (novated
to Transamerica Life Insurance as of October 1, 2008).

75. Zero First Year YRT Agreement, effective as of May 1, 1999, by and between
the Company and Transamerica Occidental Life Insurance Company (novated to
Transamerica Life Insurance as of October 1, 2008).

76. Automatic Reinsurance Agreement, effective as of February 15, 1992, by and
between the Company and Transamerica Occidental Life Insurance Company (novated
to Transamerica Life Insurance as of October 1, 2008).

                                  Schedule A



77. Coinsurance Agreement, effective as of January 1, 2000, by and between the
Company and Transamerica Occidental Life Insurance Company (novated to
Transamerica Life Insurance as of October 1, 2008).

78. Zero First Year YRT Agreement, effective as of August 15, 2003, by and
between the Company and Transamerica Occidental Life Insurance Company (novated
to Transamerica Life Insurance as of October 1, 2008).

79. Retrocessional Agreement, effective as of August 15, 2003, by and between
Transamerica International Re (Bermuda) Ltd. and the Company.

80. Coinsurance Agreement, effective as of September 1, 2006, by and between
the Company and Transamerica Occidental Life Insurance Company (novated to
Transamerica Life Insurance as of October 1, 2008).

                                  Schedule A



                                  SCHEDULE B

                               SEPARATE ACCOUNTS

Lincoln Benefit Life Variable Life Account 40 Act File No. 811-9154.

                                  Schedule B



                                  SCHEDULE C

                                MONTHLY REPORT

   From and after the time any form of Post-Underwriting Period Conversion
Policy is developed and commences issue, the Reinsurer will require the Company
to provide to the Reinsurer on a monthly basis information regarding the
Post-Underwriting Period Conversion Policies reinsured by the Reinsurer
hereunder, such as Recoveries collected, Reinsured Risks paid and applicable
reserves. Detailed reporting requirements will be agreed upon by the Parties in
good faith specific to any form of Post-Underwriting Period Conversion Policy
when such policy form is developed and commences issue.

                                  Schedule C



                                   EXHIBIT A

                                TRUST AGREEMENT

                                   Exhibit A

EX-10.26

                                                                  Exhibit 10.26

                         PARTIAL COMMUTATION AGREEMENT

   This PARTIAL COMMUTATION AGREEMENT, dated as of April 1, 2014 (the
"Execution Date"), (this "Agreement") is made and entered into by and between
Allstate Life Insurance Company, an insurance company organized under the laws
of the State of Illinois (the "Reinsurer"), and Lincoln Benefit Life Company,
an insurance company organized under the laws of the State of Nebraska (the
"Company").

   WHEREAS, the Reinsurer owns 100% of the issued and outstanding capital stock
of the Company;

   WHEREAS, the Reinsurer, Resolution Life Holdings, Inc. ("Buyer"), a
corporation organized under the laws of the State of Delaware, and, solely for
purposes of Section 5.25 and Article X thereof, Resolution Life L.P., a Bermuda
limited partnership and the sole owner of Buyer, have entered into a Stock
Purchase Agreement dated as of July 17, 2013, as amended (the "Stock Purchase
Agreement"), pursuant to which the Reinsurer proposes to sell, and Buyer
proposes to purchase, 100% of the issued and outstanding capital stock of the
Company;

   WHEREAS, the Stock Purchase Agreement provides, among other things, for the
Company and the Reinsurer to enter into this Agreement;

   WHEREAS, the Reinsurer provides reinsurance coverage to the Company in
accordance with the terms of the following reinsurance agreements: (i) a
coinsurance agreement between the parties effective as of December 31, 2001
covering the Company's general account liabilities for all policies and market
value adjustment annuities (the "General Account Reinsurance Agreement"),
(ii) a modified coinsurance agreement between the parties effective as of
December 31, 2001 covering the Company's separate account liabilities for
variable life insurance policies (the "Variable Life Reinsurance Agreement, and
together with the General Account Reinsurance Agreement, the "Subject
Reinsurance Agreements") and (iii) a modified coinsurance agreement between the
parties effective as of December 31, 2001 covering the Company's separate
account liabilities for variable annuity insurance policies (the "Variable
Annuity Reinsurance Agreement");

   WHEREAS, the Company and the Reinsurer desire to commute the Commuted
Business (as defined below) currently ceded or retroceded under the Subject
Reinsurance Agreements;

   WHEREAS, the Company and the Reinsurer desire a full and final settlement,
discharge and release of any and all of each of their respective liabilities,
duties and obligations with respect to the Commuted Business except as
expressly set forth below;

   WHEREAS, the business reinsured pursuant to the Subject Reinsurance
Agreements that is not commuted pursuant to this Agreement shall continue to be
reinsured following the Effective Time pursuant to the terms of the Subject
Reinsurance Agreements, as amended from time to time, until such time as such
Subject Reinsurance Agreements are terminated, restated or replaced; and

                                      1



   WHEREAS, the Variable Annuity Reinsurance Agreement shall remain in full
force and effect in accordance with its terms without amendment.

   NOW, THEREFORE, the Company and the Reinsurer (each a "Party", and together,
the "Parties") agree as follows:

                                  Article I.

                                  DEFINITIONS

   Section 1.2. Definitions. For purposes of this Agreement, the following
terms have the respective meanings set forth below:

"Adjusted Commutation Statement" has the meaning set forth in Section 3.3.

"Adjustment Report" has the meaning set forth in Section 3.3.

"Affiliate" of any Person means another Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with, such first Person, and the term "Affiliated" shall have a
correlative meaning. For the purposes of this definition, "control," when used
with respect to any Person, means the power to direct the management and
policies of such Person, directly or indirectly through the ownership of voting
securities, by contract, or otherwise, and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

"Applicable Law" means any law, statute, ordinance, regulation, order,
injunction, judgment, decree, constitution or treaty enacted, promulgated,
issued, enforced or entered by any Governmental Entity applicable to any Person
or such Person's businesses, properties, assets or rights, as may be amended
from time to time.

"Books and Records" has the meaning given to such term in the Stock Purchase
Agreement.

"Business Day" has the meaning given to such term in the Stock Purchase
Agreement.

"Buyer" has the meaning set forth in the Recitals.

"Closing" has the meaning given to such term in the Stock Purchase Agreement.

"Closing Date" has the meaning given to such term in the Stock Purchase
Agreement.

"Commutation Accounting Principles" means the principles, practices and
methodologies set forth in Commutation Annex A.

"Commutation Amount" has the meaning set forth in Section 3.1.

"Commutation Balance Sheet" has the meaning set forth in Section 3.3.

"Commutation Balances" has the meaning set forth in Section 3.2.

                                      2



"Commutation Closing Date" means the date of the closing of the transactions
contemplated by this Agreement, which date shall be on or before the Closing
Date.

"Commutation Consideration" has the meaning set forth in Section 3.1.

"Commuted Business" has the meaning set forth in Article II.

"Company" has the meaning set forth in the Preamble.

"Dispute Notice" has the meaning set forth in Section 3.3.

"Effective Time" has the meaning set forth in the Article II.

"Estimated Commutation Amount" has the meaning given to such term in the Stock
Purchase Agreement.

"Estimated Commutation Statement" has the meaning given to such term in the
Stock Purchase Agreement.

"Estimated Settlement Amount" has the meaning set forth in Section 3.3.

"Execution Date" has the meaning set forth in the Preamble.

"Exclusive Producer" means any Producer that markets, sells or administers
business of the type written by the Reinsurer or any of its Affiliates
exclusively for or on behalf of the Reinsurer and its Affiliates,
notwithstanding whether such Producer also sells products of the type not
written by the Reinsurer or any of its Affiliates on behalf of third parties.

"Final Adjustment Statement" has the meaning given to such term in the Stock
Purchase Agreement.

"Final Balance Sheet" has the meaning given to such term in the Stock Purchase
Agreement.

"Final Commutation Balance Sheet" has the meaning set forth in Section 3.3.

"Final Settlement Amount" has the meaning set forth in Section 3.3.

"Governmental Entity" means any domestic or foreign court, arbitral tribunal,
federal, provincial, state or local government or administration, or regulatory
or other governmental authority, commission or agency (including any industry
or other self-regulating body).

"Illinois SAP" shall mean statutory accounting procedures and practices
prescribed or permitted by the Director of Insurance of the State of Illinois.

"Independent Producer" means any Producer that is not an Exclusive Producer.

                                      3



"Independent Accounting Firm" has the meaning set forth in Section 3.3.

"Net Commutation Balances Amount" has the meaning set forth in Section 3.2.

"Net Statutory General Account Reserves" shall mean the general account
reserves of the Reinsurer in respect of the Commuted Business as would be
reflected in lines 1 through 4 inclusive in the "Liabilities, Surplus and Other
Funds" section of the NAIC statement blank used to prepare the Reinsurer's
statutory balance sheet as of December 31, 2012 (or if the line numbers are
changed pursuant to relevant guidance from the NAIC, the successor to such line
numbers) prepared in accordance with Illinois SAP. For the avoidance of doubt,
Net Statutory General Account Reserves are net of reserve credit taken under
Third Party Reinsurance. Such reserves shall expressly exclude any additional
or voluntary actuarial reserves, if any, established by the Reinsurer under
Illinois Administrative Code Section 1410.

"Parties" has the meaning set forth in the Preamble.

"Person" means an individual, corporation, partnership, joint venture, limited
liability company, association, trust, unincorporated organization,
Governmental Entity or other entity.

"Producer" means any producer, broker, agent, general agent, managing general
agent, master broker agency, broker general agency, financial specialist or
other Person responsible for marketing or producing insurance policies, annuity
contracts, protection and retirement products on behalf of the Company.

"Reinsurer" has the meaning set forth in the Preamble.

"Representative" has the meaning given to such term in the Stock Purchase
Agreement.

"Resolution Period" has the meaning set forth in Section 3.3.

"Review Period" has the meaning set forth in Section 3.3.

"Seller" means the Reinsurer in its capacity as Seller under the Stock Purchase
Agreement.

"Specified Life Business" means, collectively, (i) the term life insurance
policies written by the Company prior to the Execution Date that have been
reinsured to the Reinsurer and retroceded by the Reinsurer to ALIC Reinsurance
Company, (ii) the term life insurance policies of the type identified on
Schedule 1 that were written by the Company and are reinsured by third party
reinsurers and (iii) the life insurance policies (x) written by the Company
through Producers that, at the time of sale of such policies, marketed, sold or
administered on a non-exclusive basis business of the type written by Reinsurer
or its Affiliates and (y) coded by the Company in its books and records with a
distribution channel code of 601.

"Subject Reinsurance Agreements" has the meaning set forth in the Recitals.

"Statutory Book Value" means the amount carried in respect of such asset by the
Reinsurer as an admitted asset determined in accordance with Illinois SAP, but
disregarding any permitted

                                      4



practices applicable to the Reinsurer, other than those of general
applicability to life insurer in the State of Illinois. The Statutory Book
Value of the assets to be transferred as part of the Commutation Consideration
shall be determined as provided in the Commutation Accounting Principles.

"Stock Purchase Agreement" has the meaning set forth in the Recitals.

"Third Party Reinsurance" means all third-party reinsurance of the Company with
respect to the Commuted Business in effect as of the Effective Time.

"Variable Annuity Reinsurance Agreement" has the meaning set forth in the
Recitals.

                                  Article II.

                                  COMMUTATION

   Effective as of 12:01 a.m. Central time on April 1, 2014 (the "Effective
Time"), the Parties hereby commute one hundred percent (100%) of all
liabilities ceded or retroceded to the Reinsurer under the Subject Reinsurance
Agreements arising under (i) all of the fixed deferred annuity, value adjusted
deferred annuity and indexed deferred annuity business written by the Company,
(ii) all of the life insurance business written by the Company through
Independent Producers, other than the Specified Life Business, and (iii) all of
the net liability of the Company with respect to the accident and health and
long-term care insurance business written by the Company, in each case as more
particularly identified in Schedule 2 ((i), (ii), and (iii) collectively, the
"Commuted Business"). For the avoidance of doubt, this Agreement does not apply
to the Variable Annuity Reinsurance Agreement.

                                 Article III.

                           COMMUTATION CONSIDERATION

   Section 3.1. Commutation Consideration. Notwithstanding anything contained
in the Subject Reinsurance Agreements to the contrary, as consideration for the
Parties' commutation of the Commuted Business, the Reinsurer shall transfer to
the Company the policy loans included in the Commuted Business and outstanding
as of the Effective Time and assets determined in accordance with Schedule 3
(the "Commutation Consideration") with an aggregate Statutory Book Value,
including investment income due, accrued and unearned, as of the Effective Time
equal to the sum of (i) the Net Statutory General Account Reserves as of the
Effective Time attributable to the Commuted Business minus (if positive) or
plus (if negative) the absolute value of (ii) the amount of the final
settlement in respect of the Commuted Business determined in accordance with
Article V of the General Account Reinsurance Agreement and Article IV of the
Variable Life Reinsurance Agreement for the period ending on March 31, 2014
(the "Commutation Amount"). The Commutation Amount shall be determined, and the
Commutation Consideration shall be paid and adjusted, in accordance with
Section 3.3.

   Section 3.2. Interest Maintenance Reserve; Other Commutation Balances.

                                      5



   (a) As of the Effective Time, the Reinsurer shall transfer to the Company
all liability for the interest maintenance reserve that is attributable to the
Commuted Business at the point in time immediately prior to the consummation of
the transactions contemplated by this Agreement, as well as any liability for
the interest maintenance reserve that is attributable to the Commuted Business
that is created following the Effective Time, in each case determined in
accordance with the Commutation Accounting Principles. The interest maintenance
reserve liability that is so attributable to the Commuted Business as of the
Effective Time shall be determined pursuant to Section 3.3 and shall be
reflected in the Final Commutation Balance Sheet.

   (b) In addition to the Commutation Amount, all account balances (both assets
and liabilities) related to the Commuted Business and ceded by the Company to
the Reinsurer under the Subject Reinsurance Agreements (other than (i) those
that are reflected in Net Statutory General Account Reserves and (ii) the
liability for interest maintenance reserve related to the Commuted Business)
will be transferred from the Reinsurer to the Company (the "Commutation
Balances") as of the Effective Time. The Commutation Balances shall be
determined in accordance with the Commutation Accounting Principles and shall
be paid in accordance with Section 3.3. Such Commutation Balances shall
include, but are not limited to, uncollected premiums and agents' balances,
deferred premiums, policyholder dividends, premiums received in advance,
commissions due and accrued, commissions and expense allowances on reinsurance
assumed, general expenses due or accrued, transfers to separate accounts,
taxes, licenses and fees due and accrued, amounts withheld or retained,
remittances and items not allocated, liability for benefits for employees and
agents, abandoned property, guaranty funds receivable or on deposit, guaranty
funds payable, premium tax receivable, and accounts receivable and payable
related to long-term care third party administration agreements, in each case
to the extent attributable to the Commuted Business. The Commutation Balances
shall also include amounts in respect of the Commuted Business that are paid to
or received by the Reinsurer on behalf of the Company after the Effective Time
but prior to the Commutation Closing Date. Upon transfer of these Commutation
Balances, a net reinsurance recoverable or a reinsurance payable will be
recorded by the Company in respect of the Commutation Balances (the "Net
Commutation Balances Amount"). The Net Commutation Balances Amount shall be
determined, settled and adjusted by the Reinsurer or the Company, as
applicable, pursuant to Section 3.3.

   Section 3.3. Pre-Closing and Post-Closing Payments.

   (a) On the Commutation Closing Date but in any case prior to the Closing,
the Reinsurer shall transfer to the Company all policy loans, investment
assets, cash and other assets selected in accordance with Schedule 3 and
included in the Commutation Consideration having an aggregate Statutory Book
Value, including investment income due, accrued and unearned, as of the
Effective Time equal to the sum of the Estimated Commutation Amount and the
estimated Net Commutation Balances Amount (the "Estimated Settlement Amount")
set forth in the Estimated Commutation Statement prepared by the Reinsurer and
previously delivered to the Company and Buyer pursuant to the terms of
Section 2.4 of the Stock Purchase Agreement. In order to effectuate the
transfer of such investment assets, cash or other assets, the Reinsurer and the
Company shall execute an omnibus assignment agreement substantially in the form
attached as Commutation Annex B.

                                      6



   (b) The sum of the final Commutation Amount and the final Net Commutation
Balances Amount (the "Final Settlement Amount") shall be determined as set
forth in subsections (c) and (d) of this Section 3.3. If the Final Settlement
Amount is greater than the Estimated Settlement Amount, then the Reinsurer
shall transfer to the Company within five Business Days after the final
determination thereof additional investment assets, cash and other assets
selected in accordance with Schedule 3 and included in the Commutation
Consideration having an aggregate Statutory Book Value as of the Effective Time
equal to the amount by which the Final Settlement Amount exceeds the Estimated
Settlement Amount. If the Estimated Settlement Amount is greater than the Final
Settlement Amount, then the Company shall transfer to the Reinsurer within five
Business Days after the final determination thereof cash and/or investment
assets transferred by the Reinsurer to the Company on the Commutation Closing
Date mutually agreed by the Parties that have an aggregate Statutory Book Value
as of the Effective Time equal to the amount by which the Estimated Settlement
Amount exceeds the Final Settlement Amount.

   (c) No later than 90 days after the Closing Date, the Company shall deliver
to the Reinsurer: (i) a statement (the "Adjusted Commutation Statement")
setting forth a proposed commutation balance sheet as of the Effective Time
prepared in good faith from the Books and Records in accordance with the
Commutation Accounting Principles, consistently applied (a "Commutation Balance
Sheet") and showing the Company's calculations of (A) the Commutation Amount,
including the amount of the Net Statutory General Account Reserves as of the
Effective Time and (B) the Commutation Balances, and (ii) reasonable supporting
documentation with respect to the calculations of the amounts set forth in the
Adjusted Commutation Statement. In addition, the Adjusted Commutation Statement
shall be prepared in a manner consistent with the preparation of the Final
Adjustment Statement delivered to the Reinsurer by Buyer pursuant to
Section 2.5 of the Stock Purchase Agreement. The Reinsurer shall, during such
period of no longer than 90 days after the Closing Date, provide the Company
and its Representatives with reasonable access to the employees of the
Reinsurer to the extent such employees have knowledge about the Commuted
Business and to all documentation, records and other information of the Company
(to the extent in the possession of the Reinsurer) or the Reinsurer, as the
Company or any of its Representatives may reasonably request and that are
necessary to facilitate the preparation of the Adjusted Commutation Statement;
provided, that such access does not unreasonably interfere with the conduct of
the business of the Reinsurer and that such access and cooperation shall not,
in the event of any dispute arising out of this Agreement, serve to prejudice
the Reinsurer or any of its Affiliates.

   (d) (i) The Reinsurer shall have 45 days from the date on which the Adjusted
Commutation Statement is delivered to it to review the Adjusted Commutation
Statement and the calculations of (A) the Commutation Amount, including the
amount of the Net Statutory General Account Reserves as of the Effective Time
and (B) the Commutation Balances (the "Review Period"). In furtherance of such
review, the Company shall (and shall cause Buyer to) provide the Reinsurer and
its Representatives with reasonable access during such 45 day period to the
employees of Buyer and the Company (including to the Chief Financial Officer of
Buyer) and to all documentation, records and other information of Buyer and the
Company as the Reinsurer or any of its Representatives may reasonably request;
provided, that such access does not unreasonably interfere with the conduct of
the business of Buyer or the Company and that such access and cooperation shall
not, in the event of any dispute arising out of this Agreement, serve to
prejudice the Buyer, the Company or any of its Affiliates.

                                      7



         (ii)If the Reinsurer disagrees with the Adjusted Commutation Statement
             (including any amount or computation set forth therein) in any
             respect and on any basis, the Reinsurer may, on or prior to the
             last day of the Review Period, deliver a notice to the Company
             setting forth, in reasonable detail, each disputed item or amount
             and the basis for the Reinsurer's disagreement therewith (the
             "Dispute Notice"). The Dispute Notice shall set forth, with
             respect to each disputed item, the Reinsurer's position as to the
             correct amount or computation that should have been included in
             the Adjusted Commutation Statement and as to any calculations
             contained therein. Such Dispute Notice shall be included together
             with any Dispute Notice (as such term is defined in the Stock
             Purchase Agreement) delivered by Reinsurer, as Seller, to the
             Buyer under Section 2.5(c)(ii) of the Stock Purchase Agreement.

        (iii)If no Dispute Notice is received by the Company with respect to
             any item in the Adjusted Commutation Statement on or prior to the
             last day of the Review Period, the amount or computation with
             respect to such item as set forth in the Adjusted Commutation
             Statement shall be deemed accepted by the Reinsurer, whereupon the
             amount or computation of such item or items shall be final and
             binding on the Parties subject to paragraph (ix) below.

         (iv)For a period of 10 Business Days beginning on the date that the
             Company receives a Dispute Notice (the "Resolution Period"), if
             any, the Company and the Reinsurer shall endeavor in good faith to
             resolve by mutual agreement all matters identified in the Dispute
             Notice. In the event that the Parties are unable to resolve by
             mutual agreement any matter in the Dispute Notice within such 10
             Business Day period, the Company and the Reinsurer shall jointly
             engage PricewaterhouseCoopers LLP (the "Independent Accounting
             Firm") to make a determination with respect to all matters in
             dispute. If PricewaterhouseCoopers LLP is unwilling or unable to
             serve, the Reinsurer and the Company shall cooperate in good faith
             to appoint, within 30 days after the Reinsurer and the Company
             receive notice from PricewaterhouseCoopers LLP of its refusal or
             inability to act as the Independent Accounting Firm, an
             independent certified public accounting firm of national
             recognition mutually acceptable to the Company and the Reinsurer,
             in which event such firm shall be the "Independent Accounting
             Firm." If the Reinsurer, as the Seller, and the Buyer have an
             unresolved dispute in respect of any Dispute Notice (as such term
             is defined in the Stock Purchase Agreement) delivered by
             Reinsurer, as Seller, to the Buyer under Section 2.5(c)(ii) of the
             Stock Purchase Agreement, then the accounting firm appointed by
             the Reinsurer, as Seller, and the Buyer under the Stock Purchase
             Agreement, shall be appointed by the Reinsurer and the Company
             hereunder as the "Independent Accounting Firm." Such Independent
             Accounting Firm shall review any unresolved disputes submitted
             hereunder and under the Stock Purchase Agreement together and each
             of the Parties shall direct the

                                      8



             Independent Accounting Firm to render a determination hereunder at
             the same time as it delivers any determination under the Stock
             Purchase Agreement.

         (v) The Reinsurer and the Company shall direct the Independent
             Accounting Firm to render a determination within 30 days after its
             retention (along with its determination of any dispute submitted
             to the Independent Accounting Firm under the Stock Purchase
             Agreement), and the Company, the Reinsurer and their respective
             employees and agents will cooperate with the Independent
             Accounting Firm during its engagement. The Company, on the one
             hand, and the Reinsurer, on the other hand, shall promptly (and in
             any event within 10 Business Days) after the Independent
             Accounting Firm's engagement, each submit to the Independent
             Accounting Firm their respective computations of the disputed
             items identified in the Dispute Notice and information, arguments
             and support for their respective positions, and shall concurrently
             deliver a copy of such materials to the other Party. Each Party
             shall then be given an opportunity to supplement the information,
             arguments and support included in its initial submission with one
             additional submission to respond to any arguments or positions
             taken by the other Party in such other Party's initial submission,
             which supplemental information shall be submitted to the
             Independent Accounting Firm (with a copy thereof to the other
             Party) within five Business Days after the first date on which
             both Parties have submitted their respective initial submissions
             to the Independent Accounting Firm. The Independent Accounting
             Firm shall thereafter be permitted to request additional or
             clarifying information from the Parties, and each of the Parties
             shall cooperate and shall cause their Representatives to cooperate
             with such requests of the Independent Accounting Firm. The
             Independent Accounting Firm shall determine, based solely on the
             materials so presented by the Parties and upon information
             received in response to such requests for additional or clarifying
             information and not by independent review, only those issues in
             dispute specifically set forth in the Dispute Notice and shall
             render a written report to the Company and the Reinsurer (the
             "Adjustment Report") in which the Independent Accounting Firm
             shall, after considering all matters set forth in the Dispute
             Notice, determine what adjustments, if any, should be made to the
             amounts and computations set forth in the Adjusted Commutation
             Statement solely as to the disputed items and shall determine the
             appropriate Commutation Amount and Commutation Balances on that
             basis.

         (vi)The Adjustment Report shall set forth, in reasonable detail, the
             Independent Accounting Firm's determination with respect to each
             of the disputed items or amounts specified in the Dispute Notice,
             and the revisions, if any, to be made to the Adjusted Commutation
             Statement, together with supporting calculations. In resolving any
             disputed item, the Independent Accounting Firm (i) shall be bound
             to the principles of this

                                      9



             Article III and the terms of this Agreement, (ii) shall limit its
             review to matters specifically set forth in the Dispute Notice and
             (iii) shall not assign a value to any item higher than the highest
             value for such item claimed by either Party or less than the
             lowest value for such item claimed by either Party.

        (vii)All fees and expenses relating to the work of the Independent
             Accounting Firm shall be shared equally by the Company and the
             Reinsurer. Subject to paragraph (ix) below, the Adjustment Report
             shall be final and binding upon the Company and the Reinsurer, and
             shall be deemed a final arbitration award that is binding on each
             of the Company and the Reinsurer, and, absent fraud, no party
             shall seek further recourse to courts, other tribunals or
             otherwise, other than to enforce the Adjustment Report.

       (viii)The final form of the Commutation Balance Sheet as of the
             Effective Time as finally determined pursuant to this Article III
             is referred to herein as the "Final Commutation Balance Sheet".
             Notwithstanding anything to the contrary contained in this
             Agreement but subject to paragraph (ix) below, the provisions of
             this Article III represent the sole and exclusive method for
             determining the Final Commutation Balance Sheet, including the
             Commutation Amount and the Commutation Balances derived therefrom.

         (ix)Notwithstanding anything contained in this Agreement to the
             contrary, any items set forth in any Dispute Notice delivered
             pursuant to this Article III shall be resolved by the Parties or
             by the Independent Accounting Firm consistent with (and in
             conjunction with) the determination of the Final Balance Sheet
             pursuant to Section 2.5 of the Stock Purchase Agreement. In
             addition, if any adjustments to the Final Balance Sheet require
             corresponding adjustments to the Final Commutation Balance Sheet,
             final Commutation Amount or final Commutation Balances, such
             adjustments shall be made, and the Parties shall make any
             corresponding payments, whether or not a Dispute Notice was
             delivered pursuant to this Article III.

   Section 3.4. Company Release of the Reinsurer with respect to the Commuted
Business. In consideration of the receipt of the payments described in
Section 3.1, the transfer of the Commutation Balances described in
Section 3.2(b) and the release provided in Section 3.5, as of the Effective
Time, the Company hereby forever releases and discharges the Reinsurer, and its
predecessors, successors, affiliates, agents, officers, directors, employees
and shareholders, from any and all past, present, and future obligations,
adjustments, liability for payment of interest, offsets, actions, causes of
action, suits, debts, sums of money, accounts, premium payments, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises,
damages, judgments, liens, rights, costs and expenses (including attorneys'
fees and costs actually incurred), claims and demands, liabilities and losses
of any nature whatsoever, all whether known or unknown, vested or contingent,
that the Company now has, owns, or holds or claims to have, own, or hold, or at
any time had, owned, or held, or claimed to have had, owned, or held, or may
after the execution of this Agreement have, own, or hold or claim to have, own,
or hold, against the Reinsurer, arising from, based upon, or in any way related
to the Commuted Business, it being

                                      10



the intention of the Parties that this release operate as a full and final
settlement of the Reinsurer's current and future liabilities to the Company
under and in connection with the Commuted Business, provided, however, that
this release does not discharge obligations of the Reinsurer (i) that have been
undertaken or imposed by the terms of this Agreement or any other agreement
between the Parties other than the Subject Reinsurance Agreements or (ii) that
have been undertaken or imposed by the terms of any other Transaction
Agreements (as such term is defined in the Stock Purchase Agreement).

   Section 3.5. Reinsurer Release of the Company with respect to the Commuted
Business. In consideration of the commutation set forth in Article II, the
transfer of the Commutation Balances described in Section 3.2(b) and the
release provided in Section 3.4, as of the Effective Time, the Reinsurer hereby
forever releases and discharges the Company, and its predecessors, successors,
affiliates, agents, officers, directors, employees and shareholders, from any
and all past, present, and future obligations, adjustments, liability for
payment of interest, offsets, actions, causes of action, suits, debts, sums of
money, accounts, premium payments, reckonings, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments, liens,
rights, costs and expenses (including attorneys' fees and costs actually
incurred), claims and demands, liabilities and losses of any nature whatsoever,
all whether known or unknown, vested or contingent, that the Reinsurer now has,
owns, or holds or claims to have, own, or hold, or at any time had, owned, or
held, or claimed to have had, owned, or held, or may after the execution of
this Agreement have, own, or hold or claim to have, own, or hold, against the
Company, arising from, based upon, or in any way related to the Commuted
Business, it being the intention of the Parties that this release operate as a
full and final settlement of the Company's current and future liabilities to
the Reinsurer under and in connection with the Commuted Business, provided,
however, that this release does not discharge obligations of the Company
(i) that have been undertaken or imposed by the terms of this Agreement or any
other agreement between the Parties other than the Subject Reinsurance
Agreements or (ii) that have been undertaken or imposed by the terms of any
other Transaction Agreements (as such term is defined in the Stock Purchase
Agreement).

                                  Article IV.
                                 MISCELLANEOUS

   Section 4.1. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by overnight courier (providing proof of delivery) to the Parties
at the following addresses (or at such other address for a Party as shall be
specified by like notice):

    (a)if to Company:

       Lincoln Benefit Life Company
       3075 Sanders Road
       Northbrook, Illinois 60062
       Attention: Treasurer

                                      11



    (b)if to the Reinsurer:

       Allstate Life Insurance Company
       3100 Sanders Road
       Northbrook, Illinois 60062
       Attention: Jess Merten
       Email: Jess.Merten@allstate.com

       with copy to:

       Allstate Life Insurance Company
       2775 Sanders Road
       Northbrook, Illinois 60062
       Attention: Beth Lapham
       Email: blapham@allstate.com

       Notice given by personal delivery or overnight courier shall be
effective upon actual receipt.

   Section 4.2. Entire Agreement; Third Party Beneficiaries. This Agreement
(including any annexes and schedules hereto) constitutes the entire agreement,
and supersedes all prior agreements, understandings, representations and
warranties, both written and oral, among the Parties with respect to the
subject matter of this Agreement. Unless the Stock Purchase Agreement is
terminated, the Buyer shall be a third party beneficiary under this Agreement.
Except as provided in the immediately preceding sentence, this Agreement is not
intended to confer upon any Person other than the Parties hereto any rights or
remedies.

   Section 4.3. Governing Law. This Agreement and any dispute arising hereunder
shall be governed by, and construed in accordance with, the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.

   Section 4.4. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise (other than following the Execution Date
by operation of law in a merger or scheme of arrangement), by either Party
without the prior written consent of the other Party, and any such assignment
that is not consented to shall be null and void. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the Parties and their respective successors and assigns.

   Section 4.5. Jurisdiction; Enforcement.

   (a) Each of the Parties hereto hereby irrevocably and unconditionally
submits to the exclusive jurisdiction of any court of the United States or any
state court, which in either case is located in the City and County of New York
(each, a "New York Court") for purposes of enforcing this Agreement or
determining any claim arising from or related to the transactions contemplated
by this Agreement. In any such action, suit or other proceeding, each of the
Parties hereto irrevocably and unconditionally waives and agrees not to assert
by way of motion, as a defense or otherwise any claim that it is not subject to
the jurisdiction of any such New York

                                      12



Court, that such action, suit or other proceeding is not subject to the
jurisdiction of any such New York Court, that such action, suit or other
proceeding is brought in an inconvenient forum or that the venue of such
action, suit or other proceeding is improper; provided, that nothing set forth
in this sentence shall prohibit any of the Parties hereto from removing any
matter from one New York Court to another New York Court. Each of the Parties
hereto also agrees that any final and unappealable judgment against a Party
hereto in connection with any action, suit or other proceeding will be
conclusive and binding on such Party and that such award or judgment may be
enforced in any court of competent jurisdiction, either within or outside of
the United States. A certified or exemplified copy of such award or judgment
will be conclusive evidence of the fact and amount of such award or judgment.
Any process or other paper to be served in connection with any action or
proceeding under this Agreement shall, if delivered or sent in accordance with
Section 4.1, constitute good, proper and sufficient service thereof.

   (b) The Parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that, without the necessity of posting bond or other
undertaking, the Parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this Agreement,
this being in addition (subject to the terms of this Agreement) to any other
remedy to which such Party is entitled at law or in equity. In the event that
any Action is brought in equity to enforce the provisions of this Agreement, no
Party hereto shall allege, and each Party hereto hereby waives any defense or
counterclaim, that there is an adequate remedy at law.

   (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER
VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.5(c).

   Section 4.6. Severability.

   (a) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any Applicable Law in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

                                      13



   (b) This Agreement may be amended or a provision hereof waived only by a
written instrument signed by each of the Company and the Reinsurer.

   (c) No delay on the part of any Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any Party of any right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.

   Section 4.7. No Offset. No Party to this Agreement may offset any amount due
to the other Party hereto or any of such other Party's affiliates against any
amount owed or alleged to be owed from such other Party or its affiliates under
this Agreement or any other agreement without the written consent of such other
Party.

   Section 4.8. Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the Parties and
delivered to the other Party. Each Party may deliver its signed counterpart of
this Agreement to the other Party by means of electronic mail or any other
electronic medium utilizing image scan technology, and such delivery will have
the same legal effect as hand delivery of an originally executed counterpart.

                 [Remainder of page intentionally left blank]

                                      14



       IN WITNESS WHEREOF, the Reinsurer and the Company have caused this
Agreement to be signed by their respective duly authorized officers, all as of
the date first written above.

                                             ALLSTATE LIFE INSURANCE COMPANY

                                             By:  -----------------------------
                                                  Name:
                                                  Title:

                                             By:  -----------------------------
                                                  Name:
                                                  Title:

                                             LINCOLN BENEFIT LIFE COMPANY

                                             By:  -----------------------------
                                                  Name:
                                                  Title:


                                      15



                                  SCHEDULE 1
                Certain Specified Life Business - Term Policies

The Company's Guaranteed Term and 10 year level Best Term business sold from
2000 through 2009 as well as the Company's 2006 era TrueTerm product sold in
2006 through 2009, with a limited number of policies having issue dates in 2010.

                                      16



                                  SCHEDULE 2
                               Commuted Business

"Commuted Business" includes policies with the following coding in the general
ledger for company code

034. A code key is provided in the Commutation Accounting Principles.

                                           --------SAP Profit Center--------
                                         -------------------------------------
Statutory Balance Sheet Line               Channel Market Center Product Group
Page 3, Line 1                              611         1E            31
                                            611         1E            32
                                            699         1E            32
                                            611         1E            33
                                            611         1E            34
                                            699         1E            34
                                            601         1A            50
                                            611         1E            50
                                            601         1A            51
                                            601         1R            51
                                            611         1E            51
                                            611         1R            51
                                            601         1A            53
                                            611         1E            53
                                            611         1E            63
                                            699         1E            63
                                            601         1A            69
                                            611         1E            69
                                            611         1E            3A
                                            611         1E            3C
                                            611         1E            3D
Page 3, Line 2                              601         1A            42
                                            611         1E            42
Page 3, Line 3                              611         1E            32
                                            699         1E            32
                                            611         1E            63
Page 3, Line 4.1                            611         1E            31
                                            611         1E            32
                                            611         1E            33
                                            611         1E            3A
                                            611         1E            3C
                                            611         1E            3D
                                            611         1E            63
Page 3, Line 4.2                            611         1E            42
Page 3, Line 27                             601         1A            52
                                            601         1A            58

                                      17



                                           --------SAP Profit Center--------
                                         -------------------------------------
Statutory Balance Sheet Line               Channel Market Center Product Group
                                            601         1A            59
                                            611         1E            52
                                            611         1E            58
                                            611         1E            59

Commuted Business excludes certain Specified Life Business return of premium
riders coded to product group 63.



                                  SCHEDULE 3
                           Commutation Consideration

The Commutation Consideration (as adjusted pursuant to Section 3.3) shall be
(i) the investment assets set forth on attached electronic Excel file titled
"Commutation Exhibit-LBL Assets 2013 12 31.xlsx", with such additions or
subtractions as agreed by the Parties to reflect the sale or maturity of such
assets, plus (ii) cash in an amount equal to the excess of the Commutation
Amount over the Statutory Book Value of such assets; provided that if the
Statutory Book Value of such assets exceeds the Commutation Amount, assets as
agreed by the Parties shall be subtracted as appropriate.



                              COMMUTATION ANNEX A

                       Commutation Accounting Principles

This Commutation Annex A sets forth the Commutation Accounting Principles
referenced in the Agreement. Capitalized terms used and not otherwise defined
in this Commutation Annex A have the respective meanings given in the Agreement.

The Commutation Balance Sheet includes the financial statement impacts related
to the Commuted Business resulting from the execution of the Agreement. The
Commuted Business is identified as set forth in Exhibit 1, Business
Identification. The Commutation Balances are determined using the general
ledger coding key as set forth in Exhibit 1.a. The general ledger accounts are
summarized and reported in the Commutation Balance Sheet as set forth in
Exhibit 1.b.

The Commutation Balance Sheet is prepared using Statutory Accounting Principles
("SAP") defined as statutory accounting practices prescribed or permitted by
the Nebraska Department of Insurance (except where noted otherwise) applied in
a manner consistent with its application in the preparation of the Reference
Balance Sheet (as such term is defined in the Stock Purchase Agreement). The
Commutation Classification Method, Assumptions Utilized and Additional Notes
used in the preparation of the Commutation Balance Sheet are set forth in
Exhibit 2. The following columns comprise the Commutation Balance Sheet (Column
9):

Column 1 -  Commutation Consideration equal to Investment Assets and Commuted
            Business as set forth in Exhibit 2 and as described in Section 3.1
            of the Commutation Agreement.
Column 2 -  Mark to Market Impact
Column 3 -  Recognition of Historical IMR
Column 4 -  IMR Transferred to Separate Account
Column 5 -  Establish AVR
Column 6 -  Statutory vs. Tax Reserves
Column 7 -  Establish DTA
Column 8 -  Transfer of Working Capital

The following columns comprise the LBL Balance Sheet after Commutation (Column
12):

Column 9 -  Commutation Balance Sheet
Column 10 - LBL Balance Sheet
Column 11 - Blank
Column 12 - LBL Balance Sheet after Commutation

These Accounting Principles comprise the following Exhibits:

Exhibit 1 - Business Identification
Exhibit 1.a - Statutory Reserve General Ledger Coding Key
Exhibit 1.b - Statutory General Ledger Coding
Exhibit 2 - Assumptions



                      Exhibit 1 - Business Identification
                           Exhibit 1.a - Coding Key

G/L Accounts                  Account Descriptions
------------    -------------------------------------------------
 M10010100      LONG TERM FEDERAL GOVERNMENT - U.S.
 M10010200      LONG TERM FEDERAL GOVERNMENT - CANADA
 M10011100      STATES, PROVINCIAL & MUNICIPALS - TAXABLE
 M10013100      CORPORATE BONDS
 M10013200      CORPORATE BONDS - PRIVATE PLACEMENTS
 M10020100      PASS THRU MORTGAGE BACKED SECURITIES
 M10020200      COLLATERAL MORTGAGE OBLIGATIONS (CMO'S)
 M10080000      SHORT TERM TIME DEPOSIT INVESTMENTS
 M10080200      SHORT TERM MONEY MARKETS
 M10080400      SHORT TERM TREASURY BILLS
 M10150231      CASH-Harris ABO
 M10150257      CASH-HARRIS ZBA
 M10150375      Cash-Firstier Regular
 M10150376      CASH-US BANK-VA DEPOSITORY
 M10150407      CASH, USBANK #205700310407 FX DEP SWEEP
 M10150574      CASH-WACHOVIA NC - LBL Fixed Systems
 M10150575      CASH-WACHOVIA NC - LBL Fixed Manual
 M10150576      CASH-WACHOVIA NC - LBL Transcend Fixed
 M10150584      CASH-WACHOVIA ANNTY (VA) CDA 11475
 M10150585      CASH-WACHOVIA ANNTY (VA) CDA 11476
 M10150918      CASH-LBL Gen Disb-Dep 4443330998
 M10150919      CASH-LBL Claims Disb 4443330956
 M10150921      CASH-LBL PAC Dep Acct 4443331194
 M10150922      CASH-LBL Money Mkt 12760740
 M10150953      CASH LBL VA Oper UMB 9871645991
 M10150954      CASH LBL VA Disb UMB 9871646009
 M10150955      CASH LBL VA Disb UMB 5008012121
 M10150956      CASH LBL VA Dep UMB 9871645983
 M10151028      LBL Depository Fixed Chase 967384546
 M10151029      LBL Depository Var Chase 967384553
 M10156035      CASH,CITIBANK MMDA/LIQRES
 M10156096      INVESTMENT CASH
 M10160021      Investment in Partnership - EMA
 M10171020      PREMIUM INSTALLMENTS RECEIVABLE - DUE - Life
 M10171026      Reinsurance Premium Receivable
 M10190020      REINSURANCE RECOVERABLE ON PAID LOSS-Non Ledger
 M10191030      REINSURANCE RECEIVABLE/PAYABLE-INTERCOMPANY-ALIC
 M10191412      Reinsurance Receivable/Payable-I/C-LBRe
 M10200000      POLICY LOANS
 M10220100      INCOME RECEIVABLE FIXED INCOME SECURITIES
 M10220500      ACCRUED INTEREST FIXED INCOME SECURITIES
 M10227500      ACCRUED INTEREST SHORT TERM BONDS
 M10229200      POLICY LOAN ACCRUED INTEREST
 M10270004      ACCRUED PREMIUM TAX OFFSET - GFA
 M10270005      PREMIUM TAX DEDUCTIBLE - GFA
 M10300000      Intercompany Receivable
 M10300000      INTERCOMPANY RECEIVABLE
 M10330101      Separate Accounts-Common Stock
 M10340000      A/R, GENERAL
 M10340003      Premium Tax Refund
 M10340070      A/R, FIXED MANAGEMENT FEES
 M10360407      Reinsurance Recoverable - Expense Allowances



G/L Accounts                  Account Descriptions
------------    -------------------------------------------------
 M19990001      CLEARING ACCOUNT, GENERAL
 M20010000      Life Insurance Policy Benefit Reserves
 M20010010      Reserve for Accident and Health
 M20010030      Policy and Contract Claims - Life
 M20010040      Policy and Contract Claims - A & H
 M20010310      Unearned Premium - A & H
 M20060007      Reinsurance Premium Payable
 M20090400      Commissions On Reinsurance Assumed
 M20090600      AGENT COMMISSION PAYABLE, EMPLOYEE
 M20090601      Agent Commission Payable-Escrow Accrual
 M20110000      PREMIUM RECEIVED IN ADVANCE
 M20110107      Premium Deposit Fund - WOLC
 M20160001      Dividend and Coupon Accumulations
 M20160100      Dividend Due & Unpaid
 M20160210      Dividend - Provision
 M20200200      ACCRUED FIT - FEDERAL INCOME
 M20210104      Accrued Premium Tax
 M20210105      Accrued Premium Taxes
 M20210107      Accrued Muni Tax
 M20210300      ACCRUED STATE INCOME TAXES
 M20210800      ACCRUED TAXES - RETALIATORY
 M20320000      ACCRUED EXPENSE, GENERAL
 M20320064      ACCRUED EXPENSE, DELOITTE & TOUCHE - AUDIT
 M20320902      Unearned Investment Income
 M20400407      TEFRA WITHHOLDING - 1099 20%
 M20400500      FEDERAL TAX WITHHOLDING
 M20400501      FEDERAL TAX WITHHOLDING
 M20400502      FEDERAL BACKUP W/H
 M20400504      STATE W/H
 M20400690      Deferred Compensation-Agents
 M20410081      TPA-Lodger Payable
 M20490000      ABANDONED PROPERTY-CLEARING
 M21000200      CONSUMER'S SALES & USE TAX LIABILITY
 M21010000      A/P, TRADE PAYABLE - VENDOR
 M21010100      A/P, TRADE PAYABLE - EMPLOYEE
 M21020002      ACCRUED GUARANTY FUND ASSESSMENTS
 M29990100      LIFE APPLICATION DEPOSITS
 M29990152      POLICY BILLING SUSPENSE
 M29990154      CASH WITH APPLICATION DEPOSITS
 M29990200      POLICY SUSPENSE
 M29990252      DISBURSEMENT CLEARING
 M29990300      CASH CLEARING
 M29990316      CLEARING/SUSPENSE SEPARATE ACCOUNT
 M29990356      SAP / NE Cyberlife Intra-System
 M29990402      CyberNE Cash W/APP Suspense
 M29990403      CyberNe New Business Cash Suspense
 M29990430      CyberNE Unapplied Cash Suspense
 M29990444      Premium Suspense Credit Card
 M29990447      Intersystem Suspense Credit Card
 M29990456      CyberNE Misc Disburse Clear
 M29990502      Agent Bal Transfer Suspense
 M29990503      Surety Reverse Alliance Suspense



G/L Accounts                  Account Descriptions
------------    -------------------------------------------------
 M29990524      CyberNE Misc Suspense Control - Var
 M29990528      CyberNE Surrender Clearing - VAR
 M29990606      CyberNE Qual Group Premium Susp
 M29990608      CyberNE Return Check Suspense
 M29990621      CyberNE Premium Refund Suspense
 M29990622      CyberNE Daily Cycle Clearing
 M29990623      CyberNE Cash W/APP Clearing
 M29990624      CyberNE Misc Suspense Control
 M29990625      CyberNE Group Premium Suspense
 M29990626      CyberNE Term Mature Suspense
 M29990627      CyberNE Loan Disburse Clearing
 M29990628      CyberNE Surrender Disburse Clearing
 M29990629      CyberNE Death Claim Clearing
 M29990630      CyberNE Misc Checks Unappld -Terminated Policy
 M29990635      CyberNE Policy Reinstatements
 M29990888      CyberNE Term Conversion Suspense - Fixed
 M29990889      CyberNE Term Conversion Suspense - Var
 M29990990      PruVA Mapping Suspense
 M29990992      PruVA Disbursement Suspense
 M29990993      PruVA Deposit Suspense
 M29990998      Pru VA Outbound Returned Items
 M29999503      CyberNe New Business Cash Suspense - Var
 S10080805      SHORT-TERM BOND-BV CASH EQUIVALENT RECLASS
 S10157500      CASH, TIME DEPOSIT STAT RECL FROM ST INV'S
 S10157501      CASH, EQUIVALENT RECLASS FROM INVESTED ASSETS
 S10160003      LOW INCOME HOUSING STAT BV ADJ
 S10171020      Premium installments receivable - due- Life
 S10171030      Deferred Premium
 S10190020      Reins. Recoverable on Paid Loss-Non Ledger
 S10191030      REINSURANCE RECEIVABLE/PAYABLE-INTERCOMPANY-ALIC
 S10200000      Policy Loans
 S10227601      ACCRUED INTEREST SHORT TERM BONDS CASH EQUIV RECL
 S10229200      MISCELLANEOUS INVESTMENT ACCRUED INTEREST
 S10250220      Deferred Federal Income Tax Asset
 S10300000      Intercompany Receivable
 S10300000      INTERCOMPANY RECEIVABLE
 S20010000      Life Insurance Policy Benefit Reserves
 S20010010      Reserve for Accident and Health
 S20010103      Reserve - MVAA
 S20010104      Separate Accounts Reserves-VA/Variable
 S20010114      Separate Account Liability-CARVM
 S20010310      Unearned Premium - A & H
 S20020300      Interest Maintenance Reserve
 S20050000      Asset Valuation Reserve
 S20060110      Reinsurance in Unauthorized Companies
 S20090700      Agent Commission Payable, Non-Employee
 S20110000      Advance Premium
 S20270000      Intercompany Payable, General
 S20270000      Intercompany Payable, General
 S20420000      SEP ACCT-PAYABLE TO GENL ACCT



CODES

Distribution Channels     Distribution Channel Description
---------------------     --------------------------------
601                       Allstate Agents
611                       Master Brokerage Agencies (MBA's)
646                       Prudential
649                       Balance Sheet Entries
650                       Capital
699                       Total Market Center

Market Center             Market Center Description
-------------             -------------------------
1A                        Allstate Agents
1E                        Master Brokerage Agencies (MBA's)
1I                        Capital
1P                        Prudential
1R                        Closed Annuities

Product Group             Product Group Description
-------------             -------------------------
                          Life Products
                          -------------
31                        Interest Sensitive Life
32                        Traditional Life
33                        Variable Universal Life
34                        Indexed Life
63                        Coinsured Term & ALIC Re ROP Rider
3A                        SGUL pre 2013
3B                        ISL to LB Re pre 2013
3C                        SGUL post 2012
3D                        ISL post 2012

                          Annuity Products
                          ----------------
50                        Fixed Annuities - 2010
51                        Fixed Annuities
52                        MVA Annuities
53                        Indexed Annuities
55                        Variable Annuity
58                        Tactician Plus
59                        MVA 2009
69                        Equity Indexed Annuities - 2010

00                        Unallocated

Reinsurance Categories    Category Description
----------------------    --------------------
DB                        Direct Business
DR                        Direct Business Retained
AE                        Assumed Business - External
CL                        Ceded Business - External



Exhibit 1.b - Statutory General Ledger Coding

For purposes of commutation from Allstate Life Insurance Company, queries
obtained from the general ledgers of the Company and Reinsurer were utilized to
support each financial statement line item. For the avoidance of doubt, the
business was identified using Codes (see listing above - Business
Identification). Items noted as "All" would include any component listed in the
Codes. For reference, the account numbers as of March 31, 2013 are included in
the listing. Certain transactions after March 31, 2013 may utilize additional
account numbers associated with the Commuted Business or the Company.



                                     --------SAP Profit Center--------
                                     ---------------------------------     SAP
                            Account              Market     Product    Reinsurance Classification
                            Number   Channel     Center      Group      Category       Method
                                                                 
Page 2, Line 1-4           M10010100    All Company 034                                  1
                           M10010200    All Company 034                                  1
                           M10011100    All Company 034                                  1
                           M10013100    All Company 034                                  1
                           M10013200    All Company 034                                  1
                           M10020100    All Company 034                                  1
                           M10020200    All Company 034                                  1
Page 2, Line 5             M10080000    All Company 034                                  1
  (S-T & cash equivalents) M10080200    All Company 034                                  1
                           M10080400    All Company 034                                  1
                           S10080805    All Company 034                                  1
                           S10157501    All Company 034                                  1
Page 2, Line 5             M10150231    All Company 034                                  1
  (Cash & o/s checks)      M10150257    All Company 034                                  1
                           M10150375    All Company 034                                  1
                           M10150376    All Company 034                                  1
                           M10150407    All Company 034                                  1
                           M10150574    All Company 034                                  1
                           M10150575    All Company 034                                  1
                           M10150576    All Company 034                                  1
                           M10150584    All Company 034                                  1
                           M10150585    All Company 034                                  1
                           M10150918    All Company 034                                  1
                           M10150919    All Company 034                                  1
                           M10150921    All Company 034                                  1
                           M10150922    All Company 034                                  1
                           M10150953    All Company 034                                  1
                           M10150954    All Company 034                                  1
                           M10150955    All Company 034                                  1
                           M10150956    All Company 034                                  1
                           M10151028    All Company 034                                  1
                           M10151029    All Company 034                                  1
                           M10156035    All Company 034                                  1
                           M10156096    All Company 034                                  1
                           S10157500    All Company 034                                  1






                                       --------SAP Profit Center--------
                                       ---------------------------------     SAP
                              Account              Market     Product    Reinsurance Classification
                              Number   Channel     Center      Group      Category       Method
                                                                   
Page 2, Line 6               M10200000 From detail policy inventory          DB            1
                             S10200000 From detail policy inventory          DB            1
Page 2, Line 8               M10160021          All Company 034                            1
                             S10160003          All Company 034                            1
Page 2, Line 14              M10220100          All Company 034                            1
                             M10220500          All Company 034                            1
                             M10227500          All Company 034                            1
                             M10229200 From detail policy inventory          DB            1
                             S10227601          All Company 034                            1
                             S10229200          All Company 034                            1
Page 2, Line 15.1a           M10171020   611        1E          32           DB            1
                             M10171020   611        1E          42         DB, CL          1
                             M10171020   611        1E          63           DB            1
                             S10171020   611        1E          32           DB            1
                             S10171020   611        1E          63           DB            1
Page 2, Line 15.1b *         M10171026          All Company 034                            1
   (External Reinsurance)    M20060007          All Company 034                            1
Page 2, Line 15.2            S10171030   611        1E          32           DB            1
                             S10171030   611        1E          63           DB            1
Page 2, Line 16.1 *          M10190020          All Company 034                            1
                             S10190020          All Company 034                            1
Page 2, Line 16.3 Ext *      M10360407          All Company 034                            1
Page 2, Line 16.3 (ALIC)     M10191030          All Company 034                            1
                             M10191412          All Company 034                            1
                             S10191030          All Company 034                            1
Page 2, Line 18.2            S10250220          All Company 034                            1
Page 2, Line 19              M10270004   All        All         All          DB            3
                             M10270005   All        All         All          DB            3
Page 2, Line 25              M10340000   611        1E          42           DB            1
                             M10340000   649        1E          00           DB            1
                             M10340000   699        1E          42           DB            1
                             M10340003   649        1E          00           DB            3
                             M10340070   611        1E          33           DB            1
Page 2, Line 27              M10330101          All Company 034                            1


* Methodology to be refined for novation





                             --------SAP Profit Center--------
                             ---------------------------------     SAP
                    Account              Market     Product    Reinsurance Classification
                    Number   Channel     Center      Group      Category       Method
                                                         
 Page 3, Line 1 *  M20010000   611         1E         3A           DB            1
                   M20010000   699         1E         63           DB            1
                   S20010000   601         1A         50           DB            1
                   S20010000   601         1A         51           DB            1
                   S20010000   601         1A         53           DB            1
                   S20010000   601         1A         69           DB            1
                   S20010000   601         1R         51           DB            1
                   S20010000   611         1E         31         DB,CL           1
                   S20010000   611         1E         32        DB,AE,CL         1
                   S20010000   611         1E         33         DB,CL           1
                   S20010000   611         1E         34         DB,CL           1
                   S20010000   611         1E         3A         DB,CL           1
                   S20010000   611         1E         3C         DB,CL           1
                   S20010000   611         1E         3D         DB,CL           1
                   S20010000   611         1E         50           DB            1
                   S20010000   611         1E         51         DB,CL           1
                   S20010000   611         1E         53           DB            1
                   S20010000   611         1E         63         DB,CL           1
                   S20010000   611         1E         69           DB            1
                   S20010000   611         1R         51        DB,AE,CL         1
                   S20010000   699         1E         32           DB            1
                   S20010000   699         1E         34           DB            1
                   S20010000   699         1E         63           DB            1
 Page 3, Line 2    M20010010   611         1E         42         DB,CL           1
                   S20010010   611         1E         42         DB,CL           1
                   M20010310   611         1E         42         DB,CL           1
                   S20010310   611         1E         42         DB,CL           1
 Page 3, Line 3    M20110107   611         1E         63           DB            1
                   M20160001   611         1E         32           DB            1
                   M20160001   699         1E         32           DB            1
 Page 3, Line 4.1  M20010030   611         1E         31         DB,CL           1
                   M20010030   611         1E         32         DB,CL           1
                   M20010030   611         1E         33         DB,CL           1
                   M20010030   611         1E         3A         DB,CL           1
                   M20010030   611         1E         3C         DB,CL           1
                   M20010030   611         1E         3D         DB,CL           1
                   M20010030   611         1E         63         DB,CL           1
 Page 3, Line 4.2  M20010040   611         1E         42         DB,CL           1
 Page 3, Line 5    M20160100   611         1E         32           DB            1
 Page 3, Line 6    M20160210   611         1E         32           DB            1
 Page 3, Line 8    M20110000   611         1E         32           DB            1
                   M20110000   611         1E         42         DB, CL          1
                   M20110000   611         1E         63           DB            1
                   S20110000   611         1E         32           DB            1


* Current coding requires manual exclusion of certain Specified Life Business
  return of premium riders coded to product group 63.





                              --------SAP Profit Center--------
                              ---------------------------------     SAP
                     Account              Market     Product    Reinsurance Classification
                     Number   Channel     Center      Group      Category       Method
                                                          
 Page 3, Line 9.4   S20020300          All Company 034                            1
 Page 3, Line 10    M20090600          All Company 034                            1
                    M20090601          All Company 034                            1
                    S20090700          All Company 034                            1
 Page 3, Line 11 *  M20090400          All Company 034                            1
 Page 3, Line 12    M20320000 Refer to allocation**                 DB            2
                    M20320064 Refer to allocation**                 DB            2
 Page 3, Line 13    S20420000   611        1E          33           DB            1
 Page 3, Line 14    M20210104   All        All         All          DB            3
                    M20210105   All        All         All          DB            3
                    M20210107   All        All         All          DB            3
                    M20210300   All        All         All        DB, DR          3
                    M20210800   All        All         All          DB            3
                    M21020002   All        All         All          DB            3
 Page 3, Line 15.1  M20200200          All Company 034                            1
 Page 3, Line 16    M20320902 From detail policy inventory          DB            1
 Page 3, Line 17    M20400407   All        All         All          DB            3
                    M20400500   All        All         All          DB            3
                    M20400501   All        All         All          DB            3
                    M20400502   All        All         All          DB            3
                    M20400504   All        All         All          DB            3


*  Methodology to be refined for novation
** Allocation with further refinement to identify specific company payables.





                              --------SAP Profit Center--------
                              ---------------------------------     SAP
                     Account              Market     Product    Reinsurance Classification
                     Number   Channel     Center      Group      Category       Method
                                                          
Page 3, Line 19     M19990001          All Company 034                            1
                    M29990100 From detail policy inventory          DB            1
                    M29990152 From detail policy inventory          DB            1
                    M29990154 From detail policy inventory          DB            1
                    M29990200 From detail policy inventory          DB            1
                    M29990252    Combination ***                    DB            2
                    M29990300    Combination ***                    DB            2
                    M29990402    Combination ***                    DB            2
                    M29990403    Combination ***                    DB            2
                    M29990430 From detail policy inventory          DB            1
                    M29990456    Combination ***                    DB            2
                    M29990502    Combination ***                    DB            2
                    M29990524 From detail policy inventory          DB            1
                    M29990528    Combination ***                    DB            2
                    M29990606 From detail policy inventory          DB            1
                    M29990608    Combination ***                    DB            2
                    M29990621    Combination ***                    DB            2
                    M29990622 From detail policy inventory          DB            1
                    M29990623    Combination ***                    DB            2
                    M29990624    Combination ***                    DB            2
                    M29990625    Combination ***                    DB            2
                    M29990626 From detail policy inventory          DB            1
                    M29990627 From detail policy inventory          DB            1
                    M29990628    Combination ***                    DB            2
                    M29990629    Combination ***                    DB            2
                    M29990630 From detail policy inventory          DB            1
                    M29990635    Combination ***                    DB            2
                    M29990888 From detail policy inventory          DB            1
                    M29990889 From detail policy inventory          DB            1
                    M29999503    Combination ***                    DB            2
Page 3, Line 21     M20400690   649        1E          00           DB            1
Page 3, Line 24.01  S20050000          All Company 034                            1
Page 3, Line 24.02  S20060110          All Company 034                            1
Page 3, Line 24.04  M10300000          All Company 034                            1
                    S10300000          All Company 034                            1
                    S20270000          All Company 034                            1
Page 3, Line 25     M20410081   611        1E          42           DB            1
                    M20490000   All        All         All          DB            3
                    M21000200   All        All         All         Blank          3
                    M21010000   All        All         All         Blank          3
                    M21010100   All        All         All         Blank          3


*** Combination of specific identification and some level of allocation.
    Parties to true up any adjustments related to refined specific
    identification.





                             --------SAP Profit Center--------
                             ---------------------------------     SAP
                    Account              Market     Product    Reinsurance Classification
                    Number   Channel     Center      Group      Category       Method
                                                         
  Page 3, Line 27  S20010103   601         1A         52           DB            1
                   S20010103   601         1A         58           DB            1
                   S20010103   601         1A         59           DB            1
                   S20010103   611         1E         52           DB            1
                   S20010103   611         1E         58           DB            1
                   S20010103   611         1E         59           DB            1
                   S20010104          All Company 034                            1
                   S20010114          All Company 034                            1




                                   Exhibit 2

Exhibit 2 provides the inventory of principal assumptions utilized in preparing
the LBL Balance Sheet after Commutation. As used below, the Company is
sometimes referred to as "LBL" and Reinsurer is sometimes referred to as "ALIC."

Each financial statement line item included in the Commutation Balance Sheet
and LBL Balance Sheet after Commutation is measured according to the following
classification method, as specified in the table below:

    (1)Amount is specifically identifiable to the Commuted Business or the
       amount is calculated as a function of the Commutation and therefore
       specifically identifiable to the Commuted Business.

    (2)Specifically identifiable balances and an allocation for balances not
       specifically identifiable.

    (3)Amount represents the entire obligation of the Company or right to an
       asset of the Company to/from an external party to the Company.

For the Commutation items included in Column 8, the Company and Reinsurer will
settle those amounts in accordance with Article III of the Agreement.

A schedule, included as Exhibit 1a, is provided of product groups, market
centers, channels and reinsurance categories, collectively "Codes", accessed
through queries obtained from the general ledgers of the Company and Reinsurer
in support of each financial statement line item. For the avoidance of doubt,
the business is identified using Codes. For reference, the account numbers as
of March 31, 2013 that relate to those Codes are included in the listing.
Certain transactions after March 31, 2013 may utilize additional account
numbers associated with the product groups, market centers and channels
associated with the Commuted Business or the Company.

                            
                           Accounting Principles
  LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                                Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------
 Page 2 - Assets

 1 - 4 - Invested assets        1
                                Commutation Balance Sheet Column 1 and Mark to
                                Market Impact column sourced from list of
                                actual assets to be transferred as Commutation
                                Consideration. The Invested Assets to separate
                                account in Commutation Balance Sheet Column 1
                                equals IL basis market value adjusted annuity
                                ("MVAA") book value reserve held on ALIC books
                                as of Commutation date. Mark to market impacts
                                determined utilizing fair value valuation
                                policies consistent with Reinsurer's existing
                                practices as disclosed in the statutory
                                audited financial statement.

 5 - Short-term investments     1
   and cash equivalents         Comprised of: Commutation cash in the amount
                                needed to balance assets transferred (equal to
                                Invested Assets line 1-4 plus Contract Loans
                                plus Investment Income Due and Accrued plus
                                Accrued Policy Loan Interest plus Invested
                                Assets From Separate Account) to reserves
                                (equal to liabilities lines 1-





                            
                            Accounting Principles
   LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                                Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------
                                4 plus unearned investment income plus
                                liabilities from separate account) transferred
                                at the Commutation effective date (Column 1),
                                plus cash of the Company prior to Commutation
                                (Column 10).

                                Includes short term investments and cash
                                equivalents.

5 - Cash and outstanding        1
  checks                        Includes all cash accounts which includes LBL
                                outstanding checks

6 - Contract loans              1
                                Policy loans are calculated at a seriatim
                                level and sourced to the general ledger from
                                the policy administration systems.

8 - Other invested assets       1 Balance attributable to low income housing
                                tax credit investment on LBL entity.

14 - Investment income due      1
  and accrued                   Column 1 sourced from contemplated asset lists
                                shared with the Company reflecting current
                                expectations of assets to be transferred.

14 - Accrued policy loan        1
  interest                      Policy loan interest is calculated at a
                                seriatim level and sourced to the general
                                ledger from the policy administration systems.

15.1 - Uncollected premiums     1
                                Premium is sourced from Cyberlife
                                administration system program that compares
                                paid-to-date to the valuation date, in
                                relation to premium mode.

                                Loading is sourced from a Valuation program
                                interfaced directly to the ledger.
                                Reinsurance premium payable is tracked at a
                                policy/reinsurance treaty level and booked at
                                a product/channel level.

                                Commutation amounts shown in Transfer of
                                Working Capital Column 8.

15.2 - Deferred premiums        1
                                Premium is sourced from the Cyberlife
                                administration system program that reflects
                                premiums from valuation date to next
                                anniversary date that is neither collected or
                                due.

                                Loading is sourced from a Valuation program
                                interfaced directly to the ledger.

                                Commutation amounts shown in Transfer of
                                Working Capital Column 8.

16.1 - Amounts recoverable      1
  from reinsurers               N/A - No balances expected under commutation.

16.3 - Other amounts
  receivable under
  reinsurance contracts -       1
  others                        N/A - No balances expected under commutation.

16.3 - Other amounts            1
  receivable under              Represents expense allowances receivable from
  reinsurance contracts -       ALIC. Transfer of Working Capital Column 8
  ALIC                          amount equals the net of all assets and
                                liabilities in this column such that the net
                                surplus impact from Column 8 equals zero.

                                For amounts in Column 10, a general ledger
                                program that automatically reinsures account
                                activity between LBL and ALIC.

18.2 - Net deferred tax asset   1
                                For purposes of the Commutation, determined as
                                a formula prior to giving effect to tax
                                attribute reductions associated with unified
                                loss rule impacts of any





                            
                          Accounting Principles
 LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                               Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------
                                 potential LBL sale. The admitted DTA in
                                 Column 12 is sourced from the LBL Balance
                                 Sheet in Column 10 plus the admitted DTA in
                                 the Establish DTA, Column 7. The cap is of
                                 admitted DTA in Column 7 is calculated as
                                 15% multiplied by (i) capital and surplus in
                                 Column 12 less (ii) the Admitted DTA in
                                 Column 12; less the Admitted DTA in
                                 Column 10.

19 - Guaranty funds              1
  receivable or on deposit       Represents guaranty fund amounts to be taken
                                 as credits on Company's future premium tax
                                 returns.

                                 The receivable based on paid assessments is
                                 sourced from the Tax Department based on
                                 expected tax offsets that can be taken on
                                 future premium tax returns.

                                 The receivable based on accrued assessments
                                 is calculated from an internally developed
                                 database that tracks the Company's exposure
                                 to current insolvencies.

                                 Commutation amounts shown in Transfer of
                                 Working Capital Column 8.

25 - Aggregate write-ins         a. 1 - Third party administrator ('TPA")
                                    feed - receivable related to Long Term
                                    Care business.

                                 b. 2- Fund manager payments - Variable Life
                                    fund manager fees receivable - balance
                                    averages $200,000 to $250,000 at each
                                    quarter end. The balance is allocated by
                                    channel with 57% being allocated to MBA.
                                    When the VL Separate Account is separated
                                    post Commutation, the fees will be
                                    specifically identifiable.

                                 c. 3 - Premium tax refund receivable.

                                 Commutation amounts shown in Transfer of
                                 Working Capital Column 8.

27 - Separate account assets     1
                                 If Nebraska requires MVAAs to be placed into
                                 the separate account, assets with a market
                                 value equal to the minimum reserve value
                                 held in the separate account for MVAAs or as
                                 otherwise required by the state of Nebraska
                                 will be transferred from the total of
                                 investment assets in lines 1-4.

Page 3 - Liabilities

1 - Aggregate reserve for        1
  life contracts                 Reserves commuted are calculated at a
                                 seriatim level and recorded by plan code in
                                 the general ledger, therefore, the balances
                                 related to commutation are determined on a
                                 specific identification basis.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct, assumed and
                                 ceded reserves.

2 - Aggregate reserve for        1
  accident and health            Reserves are calculated by Third Party
  contracts                      Administrator at a seriatim level and
                                 recorded by plan code in the general ledger,
                                 therefore, the balances related to
                                 commutation are determined on a specific
                                 identification basis.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 reserves.

3 - Liability for deposit-       1
  type contracts                 Dividend Deposits & Premium Deposit funds
                                 are calculated at a seriatim level recorded
                                 in the general ledger by product/channel,
                                 therefore, the balances related to
                                 commutation are determined on a specific
                                 identification basis.





                            
                          Accounting Principles
 LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                               Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------
                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 reserves.

4 - Contract claims              1
                                 Pending claim reserves are sourced from the
                                 claims system.

                                 IBNR is calculated by valuation actuaries
                                 and is based on an actuarial experience
                                 study and recorded at a product/channel
                                 level as determined utilizing valuation
                                 procedures consistent with Reinsurer's
                                 practices for Reinsurer's retained business
                                 as updated from time to time.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct, assumed and
                                 ceded claims. Contract claim liabilities
                                 will be transferred to the extent Company is
                                 responsible for paying claims after the
                                 Commutation effective date regardless of
                                 claim incurred date.

5 - Dividends and coupons        1
  due and unpaid                 Policyholder dividend information is booked
                                 manually based on section CKVL52TV of the
                                 VL52NE Cyberlife Detail Value report sourced
                                 from Cyberlife, and is available at a policy
                                 level by plan code.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 dividends.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

6.1 - Dividends apportioned      1
  for payment                    Policyholder dividend information is booked
                                 manually based on section CKVL52TV the
                                 VL52NE Cyberlife Detail Value report sourced
                                 from Cyberlife and is available at a policy
                                 level by plan code.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 dividends.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

8 - Premiums received in         1
  advance                        Premium is sourced from the Cyberlife
                                 administration system program that compares
                                 paid-to-date to the valuation date, in
                                 relation to premium mode.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 premiums received in advance.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

9.4 - or Asset Page if           1
  Negative - Interest            Interest Maintenance Reserve ("IMR") is
  Maintenance Reserve            comprised of:

                                   1. IMR of the Company calculated as per
                                      the statutory statement prior to the
                                      Commutation, Column 10; plus

                                   2. Column 3, historical unamortized IMR
                                      balance related to business Commuted
                                      from Reinsurer calculated as of the
                                      Commutation date and calculated as
                                      the ratio of the average amount of
                                      reserves to be





                            
                          Accounting Principles
 LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                               Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------
                                      Commuted - the average is calculated
                                      using a simple average of
                                      December 31, 2012 amounts and
                                      Commutation date amounts divided by 2
                                      and then divided by the simple
                                      average of the total reserves of
                                      Reinsurer on those same dates as per
                                      the statutory statement of Reinsurer
                                      divided by 2 (reserves exclude MVAAs
                                      since those reserves were held in a
                                      market value separate account not
                                      subject to IMR through most of the
                                      life of the business); plus

                                   3. Column 2, IMR generated by Reinsurer
                                      attributable to specific assets
                                      transferred at the time of
                                      Commutation to be held in the
                                      Company's general account--equal to
                                      (i) 65% of the fair value less
                                      statutory book value of assets
                                      transferred subject to IMR less (ii)
                                      Column 4, IMR associated with assets
                                      transferred to the separate account
                                      if MVAAs are held in the separate
                                      account.

                                 All portions of the IMR are amortized into
                                 income based on their separate amortization
                                 schedules.

 10 - Commissions due and        Not included in Commutation Balance Sheet.
   accrued
                                 Per SSAP 61, this liability remains with the
                                 Company. Callidus and Ralie feed general
                                 ledger. Also includes manual accruals
                                 associated with bonus programs.

 11- Commissions and             Not included in Commutation Balance Sheet.
   expense allowances on
   reinsurance assumed           Amounts are tracked at a policy/reinsurance
                                 treaty level via TAI and booked at a
                                 product/channel level.

 12 - General expenses due       2
   or accrued                    Includes expenses payable by the Company.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

 13 - Transfers to Separate      1
   Accounts                      Ledger balances are recorded at the
                                 appropriate product /channel level. Balances
                                 result from VUL Commissioner's Reserve
                                 Valuation Method ("CRVM") as provided in
                                 Appendix A-820 Minimum Life and Annuity
                                 Reserve Standards, of the NAIC Accounting
                                 Practices and Procedures Manual. The balance
                                 is calculated based on the excess of fair
                                 value of assets over the statutory minimum
                                 reserve required CRVM in the Separate
                                 account.

                                 The Commutation Balance Sheet reflects the
                                 net of the Company's direct and ceded
                                 transfers to separate accounts.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

 14 - Taxes, licenses and        3
   fees due and accrued          Represents a Company obligation; entire
                                 amount transferred to Company as of the
                                 Commutation Effective Date.

                                 The accrual is calculated from an internally
                                 developed database that tracks the Company's
                                 exposure to industry insolvencies based on
                                 the annual insolvency cost report received
                                 from the National Organization of Life and
                                 Health Insurance Guaranty Associations
                                 ("NOLHGA").





                            
                           Accounting Principles
  LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                               Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

15.1 - Current federal           1
  income tax payable             Specifically identified - arising from
                                 Commutation. Equal to (i) 35% multiplied by
                                 the statutory gain or loss on reinsurance
                                 Commutation and (ii) 35% multiplied by the
                                 statutory reserves as represented in Annual
                                 Statement Page 3 lines 1-4 and 13 less
                                 associated tax reserves.

16 - Unearned investment         1
  income                         General ledger feed from Cyberlife policy
                                 administration systems at a product/channel
                                 level - sourced from the general ledger.
                                 Amounts relate to Policy Loans or other
                                 investments in the Commutation Balance Sheet.

17 - Amounts withheld            3
                                 Represents a Company obligation; entire
                                 amount transferred to Company as of the
                                 Commutation Effective Date.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

19 - Remittances and items       2
  not allocated                  Comprised of inbound and outbound suspense
                                 accounts. Transactions are initially
                                 recorded to a non-descript product/channel
                                 and later cleared to the appropriate
                                 product/channel level.

                                 To identify the product/channel splits, the
                                 information included in the Excel files
                                 supporting the account reconciliations is
                                 utilized.

                                 The files contain seriatim listings by
                                 policy number of outstanding transactions.
                                 The policy numbers are compared to the
                                 valuation database to extract the
                                 corresponding product/channel.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

21 - Liability for benefits      1
  for employees and agents       Deferred agent compensation plan associated
                                 with the MBA channel. Amounts booked from
                                 reports received from TPA.

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

24.01 - Asset Valuation          1
  Reserve                        Asset Valuation Reserve - Column 5

                                   a. AVR worksheet used in the Company's
                                      filed statutory statement utilized to
                                      calculate the ending AVR

                                   b. Asset values less assets transferred
                                      to market value adjusted annuity
                                      separate account added to worksheet
                                      and the AVR recalculated

24.02 - Reinsurance in           Not included in Commutation Balance Sheet.
  unauthorized companies
                                 Reserves ceded to Lincoln Benefit
                                 Reinsurance Company. Reserves are calculated
                                 at a seriatim level and recorded by plan
                                 code.

24.04 - Payable to parent,       1
  subsidiaries and affiliates    Not included in Commutation Balance Sheet.





                            
                          Accounting Principles
 LBL Balance Sheet Column 10 is sourced from LBL entity balance prior to
                               Commutation.

                                          Commutation Classification
Financial Statement Line Item  Method, Assumptions Utilized and Additional Notes
-----------------------------  -------------------------------------------------

25 - Aggregate write-ins for     Abandoned property and Accounts Payable
  liabilities                    represent Company obligations; therefore the
                                 entire amounts were transferred to Company
                                 as of the Commutation Effective Date.

                                 .   3 - Abandoned property - Tracker system

                                 .   1 - Long-term Care payable - TPA

                                 .   3 - Accounts Payable - Accounts payable
                                     invoices reviewed to ensure that amounts
                                     represent Company payable amounts

                                 Amounts transferred under the commutation
                                 are shown in Transfer of Working Capital
                                 Column 8.

27 - Separate account            1
  liabilities                    If MVAAs are transferred to the separate
                                 account, the reserves are specifically
                                 identified. Column 4, minimum reserve set
                                 equal to book value of market value adjusted
                                 annuity reserve determined under Illinois
                                 SAP plus positive or negative IMR
                                 transferred to the separate account as a
                                 result of the Commutation as defined in IMR
                                 paragraph 3 above.

Other                            Include other amounts, whether positive or
                                 negative, not contemplated in Exhibit 2
                                 associated with the Commuted Business as
                                 identified consistent with the business
                                 identification methods outlined for the
                                 Commuted Business herein.





                              COMMUTATION ANNEX B

                          Form of Omnibus Assignment

                                  [Attached]

EX-23

                                                                     Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-180372 of our report dated February 28, 2014, relating to the
financial statements and financial statement schedules of Lincoln Benefit Life
Company, appearing in the Prospectus, which is part of such Registration
Statement, and to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP

Chicago, Illinois
April 4, 2014

EX-24

                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as his true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Richard Carbone
--------------------------
Richard Carbone
Director



                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as his true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Clive Cowdery
--------------------------
Clive Cowdery
Director



                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as her true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Ann Frohman
--------------------------
Ann Frohman
Director



                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as his true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Jon Hack
--------------------------
Jon Hack
Director



                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as his true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Robert Stein
--------------------------
Robert Stein
Director



                           DURABLE POWER OF ATTORNEY

                                WITH RESPECT TO

                         LINCOLN BENEFIT LIFE COMPANY
                                 (REGISTRANT)

The undersigned constitutes and appoints W. Weldon Wilson and Robyn Wyatt and
each of them (with full power of each of them to act alone), as her true and
lawful attorney-in-fact and agent, in any and all capacities, to sign the
Form S-1 registration statements of Lincoln Benefit Life Company pertaining to,
but not limited to (1) The Consultant Solutions Variable Annuities (Classic,
Plus, Elite, Select), (2) The Consultant I Variable Annuity, (3) The
Consultant II Variable Annuity, (4) The LBL Advantage Variable Annuity and (5)
The Premier Planner Variable Annuity, and any amendments thereto, and to file
the same, with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission or any other regulatory authority as may be
necessary or desirable. I hereby ratify and confirm each and every act that said
attorneys-in-fact or agents may lawfully do or cause to be done by virtue
hereof. My subsequent disability or incapacity shall not affect this power of
attorney.

April 4, 2014

/s/ Grace Vandecruze
--------------------------
Grace Vandecruze
Director

EX-99

                                                                      Exhibit 99

EXPERTS

The financial statements and financial statement schedules included in this
Prospectus have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report appearing herein. Such
financial statements and financial statement schedules are included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

XML

Summary of Assets and Liabilities Measured at Fair Value on Recurring and Non-Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Assets:
Fixed income securities	$ 290,882	$ 330,559
Short-term investments	55,959	24,203
Separate account assets	1,700,566	1,625,669
Total assets at fair value	2,047,407	1,980,431
% of total assets at fair value	100.00%	100.00%
Contractholder funds:
Derivatives embedded in life and annuity contracts	(267,859)	(314,926)
Total liabilities at fair value	(267,859)	(314,926)
% of total liabilities at fair value	100.00%	100.00%
U.S. government agencies and authorities
Assets:
Fixed income securities	73,846	92,087
Municipal
Assets:
Fixed income securities	2,769	2,900
Corporate
Assets:
Fixed income securities	191,977	191,968
Foreign government
Assets:
Fixed income securities	5,164	5,264
Residential mortgage-backed securities ("RMBS")
Assets:
Fixed income securities	14,450	29,737
Commercial mortgage-backed securities ("CMBS")
Assets:
Fixed income securities	2,676	8,603
Recurring basis
Assets:
Fixed income securities	290,882	330,559
Short-term investments	55,959	24,203
Separate account assets	1,700,566	1,625,669
Recurring basis | U.S. government agencies and authorities
Assets:
Fixed income securities	73,846	92,087
Recurring basis | Municipal
Assets:
Fixed income securities	2,769	2,900
Recurring basis | Corporate
Assets:
Fixed income securities	191,977	191,968
Recurring basis | Foreign government
Assets:
Fixed income securities	5,164	5,264
Recurring basis | Residential mortgage-backed securities ("RMBS")
Assets:
Fixed income securities	14,450	29,737
Recurring basis | Commercial mortgage-backed securities ("CMBS")
Assets:
Fixed income securities	2,676	8,603
Quoted prices in active markets for identical assets (Level 1)
Assets:
Total assets at fair value	1,748,850	1,678,765
% of total assets at fair value	85.40%	84.70%
Quoted prices in active markets for identical assets (Level 1) | Recurring basis
Assets:
Fixed income securities	27,520	34,303
Short-term investments	20,764	18,793
Separate account assets	1,700,566	1,625,669
Quoted prices in active markets for identical assets (Level 1) | Recurring basis | U.S. government agencies and authorities
Assets:
Fixed income securities	27,520	34,303
Significant other observable inputs (Level 2)
Assets:
Total assets at fair value	298,557	301,354
% of total assets at fair value	14.60%	15.20%
Significant other observable inputs (Level 2) | Recurring basis
Assets:
Fixed income securities	263,362	295,944
Short-term investments	35,195	5,410
Significant other observable inputs (Level 2) | Recurring basis | U.S. government agencies and authorities
Assets:
Fixed income securities	46,326	57,784
Significant other observable inputs (Level 2) | Recurring basis | Municipal
Assets:
Fixed income securities	2,769	2,900
Significant other observable inputs (Level 2) | Recurring basis | Corporate
Assets:
Fixed income securities	191,977	191,656
Significant other observable inputs (Level 2) | Recurring basis | Foreign government
Assets:
Fixed income securities	5,164	5,264
Significant other observable inputs (Level 2) | Recurring basis | Residential mortgage-backed securities ("RMBS")
Assets:
Fixed income securities	14,450	29,737
Significant other observable inputs (Level 2) | Recurring basis | Commercial mortgage-backed securities ("CMBS")
Assets:
Fixed income securities	2,676	8,603
Significant unobservable inputs (Level 3)
Assets:
Total assets at fair value		312
% of total assets at fair value		0.10%
Contractholder funds:
Derivatives embedded in life and annuity contracts	(267,859)	(314,926)
Total liabilities at fair value	(267,859)	(314,926)
% of total liabilities at fair value	100.00%	100.00%
Significant unobservable inputs (Level 3) | Recurring basis
Assets:
Fixed income securities		312
Significant unobservable inputs (Level 3) | Recurring basis | Corporate
Assets:
Fixed income securities		$ 312

XML

Reinsurance - Additional Information (Detail)	Dec. 31, 2013	Dec. 31, 2012
Allstate Life Insurance Company
Effects of Reinsurance [Line Items]
Reinsurance recoverables	86.90%
Non-affiliates
Effects of Reinsurance [Line Items]
Reinsurance recoverables	13.10%
Non-affiliates | Rated A- or better
Effects of Reinsurance [Line Items]
Reinsurance recoverables	95.00%	98.00%

XML

Schedule of Key Assumptions Used In Calculation Reserve for Life-Contingent Contract Benefits (Detail)	12 Months Ended
	Dec. 31, 2013
Traditional life insurance
Liability for Future Policy Benefit, by Product Segment [Line Items]
Mortality	Actual company experience plus loading
Interest rate discription	Interest rate assumptions range from 2.5% to 8.0%
Interest rate, low end	2.50%
Interest rate, high end	8.00%
Estimation method	Net level premium reserve method using the Company's withdrawal experience rates; includes reserves for unpaid claims
Immediate fixed annuities
Liability for Future Policy Benefit, by Product Segment [Line Items]
Mortality	1983 individual annuity mortality table with internal modifications; 1983 individual annuity mortality table; Annuity 2000 mortality table with internal modifications
Estimation method	Present value of expected future benefits based on historical experience
Interest rate discription	Interest rate assumptions range from 0% to 8.8%
Interest rate, low end	0.00%
Interest rate, high end	8.80%
Accident And Health Insurance
Liability for Future Policy Benefit, by Product Segment [Line Items]
Mortality	Actual company experience plus loading
Estimation method	Unearned premium; additional contract reserves for mortality risk and unpaid claims
Interest rate discription	Interest rate assumptions range from 4.0% to 5.8%
Interest rate, low end	4.00%
Interest rate, high end	5.80%
Guaranteed death benefits
Liability for Future Policy Benefit, by Product Segment [Line Items]
Mortality	Annuity 2000 mortality table with internal modifications
Estimation method	Projected benefit ratio applied to cumulative assessments
Interest rate discription	Interest rate assumptions range from 4.0% to 5.8%
Interest rate, low end	4.00%
Interest rate, high end	5.80%

XML

Schedule of Effects of Reinsurance on Premiums and Contract Charges (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Effects of Reinsurance [Line Items]
Direct premiums and contract charges	$ 1,331,597	$ 1,298,864	$ 1,266,264
Assumed premiums and contract charges	6,830	6,784	7,057
Total premiums and contract charges
Affiliate
Effects of Reinsurance [Line Items]
Ceded premiums and contract charges	(962,576)	(908,459)	(833,149)
Non-affiliates
Effects of Reinsurance [Line Items]
Ceded premiums and contract charges	$ (375,851)	$ (397,189)	$ (440,172)

XML

Derivative Financial Instruments - Additional Information (Detail) (Allstate Life Insurance Company, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Interest credited to contractholder funds
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) from valuation and settlements on embedded derivative financial instruments	$ 36.9	$ 186.6
Contract benefits
Derivative Instruments, Gain (Loss) [Line Items]
Gains (losses) from valuation and settlements on embedded derivative financial instruments	$ 10.2	$ 5.1

XML

Schedule for Fixed Income Securities Based on Contractual Maturities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Amortized cost
Due in one year or less	$ 35,518
Due after one year through five years	110,661
Due after five years through ten years	111,316
Due after ten years	10,979
Available-for-sale Securities, Debt Maturities, Single Maturity Date, Amortized Cost Basis, Total	268,474
RMBS and CMBS	16,454
Total	284,928
Fair value
Due in one year or less	35,883
Due after one year through five years	116,264
Due after five years through ten years	111,036
Due after ten years	10,573
Available-for-sale Securities, Debt Maturities, Single Maturity Date, Total	273,756
RMBS and CMBS	17,126
Fair value	$ 290,882	$ 330,559

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Income Taxes [Line Items]
Income taxes paid	$ 4.2	$ 4.8	$ 4.4
Tax Year Twenty Eleven Through Twenty Twelve | Minimum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under examination	2011
Tax Year Twenty Eleven Through Twenty Twelve | Maximum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under examination	2012
2009 and 2010 | Minimum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under consideration at IRS Appeals Office	2009
2009 and 2010 | Maximum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under consideration at IRS Appeals Office	2010
Tax Years Twenty Zero Five Through Twenty Zero Eight | Minimum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under consideration at IRS Appeals Office	2005
Tax Years Twenty Zero Five Through Twenty Zero Eight | Maximum
Schedule Of Income Taxes [Line Items]
Income tax examination, year under consideration at IRS Appeals Office	2008

XML

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Volume and Fair Value Positions of Derivative Instruments

The following table provides a summary of the volume and fair value positions of embedded derivative financial instruments. None of these derivatives are designated as accounting hedging instruments and all are gross liabilities reported in contractholder funds.

($ in thousands)	December 31, 2013					December 31, 2012
	Volume - Notional amount		Fair value			Volume - Notional amount		Fair value
Equity-indexed and forward starting options in life and annuity product contracts	$	2,591,090	$	(258,415	)	$	3,098,496	$	(295,305	)
Guaranteed accumulation benefits		152,936		(8,970	)		174,791		(18,047	)
Guaranteed withdrawal benefits		22,199		(474	)		25,186		(1,574	)
Total derivatives	$	2,766,225	$	(267,859	)	$	3,298,473	$	(314,926	)

XML

Schedule of Contract Provisions Related to Contractholder Funds (Detail)	12 Months Ended
	Dec. 31, 2013
Other investment contracts
Policyholder Contract Deposits [Line Items]
Interest rate discription	Interest rates used in establishing reserves range from 1.7% to 10.3%
Interest rate, low end	1.70%
Interest rate, high end	10.30%
Withdrawal/surrender charges	Withdrawal and surrender charges are based on the terms of the related interest-sensitive life insurance or fixed annuity contract
Fixed annuities
Policyholder Contract Deposits [Line Items]
Interest rate discription	Interest rates credited range from 0% to 8.8% fo immediate annuities; 0% to 7.0% for equity-indexed annuities (whose returns are indexed to the S&P 500); and 1.0% to 6.0% for all other products
Withdrawal/surrender charges	Either a declining or a level percentage charge generally over ten years or less. Additionally, approximately 18.7% of fixed annuities are subject to market value adjustment for discretionary withdrawals.
Term of withdrawal/surrender charges	10 years
Percentage of fixed annuities subject to market value adjustment for discretionary withdrawals	18.70%
Fixed annuities | Immediate annuities
Policyholder Contract Deposits [Line Items]
Interest rate, low end	0.00%
Interest rate, high end	8.80%
Fixed annuities | Equity-indexed life
Policyholder Contract Deposits [Line Items]
Interest rate, low end	0.00%
Interest rate, high end	7.00%
Fixed annuities | All other products
Policyholder Contract Deposits [Line Items]
Interest rate, low end	1.00%
Interest rate, high end	6.00%
Interest-sensitive life insurance
Policyholder Contract Deposits [Line Items]
Interest rate discription	Interest rates credited range from 0% to 10.0% for equity-indexed life (whose returns are indexed to the S&P 500) and 2.6% to 6.0% for al other products
Withdrawal/surrender charges	Either a percentage of account balance or dollar amount grading off generally over 20 years
Term of withdrawal/surrender charges	20 years
Interest-sensitive life insurance | Equity-indexed life
Policyholder Contract Deposits [Line Items]
Interest rate, low end	0.00%
Interest rate, high end	10.00%
Interest-sensitive life insurance | All other products
Policyholder Contract Deposits [Line Items]
Interest rate, low end	2.60%
Interest rate, high end	6.00%

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Schedule of Rollforward of Level Three Assets and Liabilities Held at Fair Value on Recurring Basis (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Effect to net income included in interest credited to contract holder funds	$ 33.0	$ 125.9	$ (106.6)
Effect to net income included in contract benefits	$ 10.2	$ 5.1	$ (4.3)

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Schedule of Change in Unrealized net Capital Gains and Losses (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change In Unrealized Gain Loss Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
Change in unrealized net capital gains and losses	$ (15,282)	$ 381	$ 5,247
Deferred income taxes	5,349	(134)	(1,836)
(Decrease) increase in unrealized net capital gains and losses, after-tax	(9,933)	247	3,411
Fixed income securities
Change In Unrealized Gain Loss Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
Change in unrealized net capital gains and losses	(15,281)	380	5,247
Short-term investments
Change In Unrealized Gain Loss Recognized In Accumulated Other Comprehensive Income Loss [Line Items]
Change in unrealized net capital gains and losses	$ (1)	$ 1

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Summary of Variable Annuity Contracts with Guarantees (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Guaranteed death benefits
Net Amount at Risk by Product and Guarantee [Line Items]
Separate account value in the event of death	$ 877.0		$ 926.1
Net amount at risk in the event of death	63.2	[1]	101.6	[1]
Average attained age of contractholders	59 years		59 years
Guaranteed income benefits
Net Amount at Risk by Product and Guarantee [Line Items]
Separate account value at annuitization	170.5		168.1
Net amount at risk at annuitization	16.6	[2]	29.6	[2]
Weighted average waiting period until annuitization or guarantee date	0 years		1 year
Guaranteed Lifetime, cumulative periodic withdrawals
Net Amount at Risk by Product and Guarantee [Line Items]
Separate account value	21.8		24.8
Net amount at risk	0.1	[3]	0.2	[3]
Guaranteed accumulation benefits
Net Amount at Risk by Product and Guarantee [Line Items]
Separate account value	151.1		172.0
Net amount at risk	$ 7.3	[4]	$ 13.7	[4]
Weighted average waiting period until annuitization or guarantee date	6 years		7 years

[1] Defined as the estimated current guaranteed minimum death benefit in excess of the current account balance as of the balance sheet date.

[2] Defined as the estimated present value of the guaranteed minimum annuity payments in excess of the current account balance.

[3] Defined as the estimated current guaranteed minimum withdrawal balance (initial deposit) in excess of the current account balance as of the balance sheet date.

[4] Defined as the estimated present value of the guaranteed minimum accumulation balance in excess of the current account balance.

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Statutory Financial Information and Dividend Limitations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statutory Accounting Practices [Line Items]
Statutory net income	$ 7.7	$ 8.5	$ 8.6
Statutory capital and surplus	332.5	323.9
Maximum dividends company can pay during 2014 without regulatory approval	33.2
Unassigned surplus	159.2
Total Statutory capital and surplus	332.5
Risk based capital	$ 61.9

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Schedule of Reserve for Life-Contingent Contract Benefits (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Liability for Future Policy Benefit, by Product Segment [Line Items]
Reserve for life-contingent contract benefits	$ 3,557,411	$ 3,424,679
Traditional life insurance
Liability for Future Policy Benefit, by Product Segment [Line Items]
Reserve for life-contingent contract benefits	1,548,134	1,519,650
Immediate fixed annuities
Liability for Future Policy Benefit, by Product Segment [Line Items]
Reserve for life-contingent contract benefits	676,565	677,986
Accident And Health Insurance
Liability for Future Policy Benefit, by Product Segment [Line Items]
Reserve for life-contingent contract benefits	1,324,268	1,217,648
Other Life Contingent Products
Liability for Future Policy Benefit, by Product Segment [Line Items]
Reserve for life-contingent contract benefits	$ 8,444	$ 9,395

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions

3. Related Party Transactions

Business operations

The Company uses services performed by its affiliates, AIC, ALIC and Allstate Investments LLC, and business facilities owned or leased and operated by AIC in conducting its business activities. In addition, the Company shares the services of employees with AIC. The Company reimburses its affiliates for the operating expenses incurred on behalf of the Company. The Company is charged for the cost of these operating expenses based on the level of services provided. Operating expenses allocated to the Company were $249.7 million, $241.8 million and $204.8 million in 2013, 2012 and 2011, respectively. Of these costs, the Company retains investment related expenses on the invested assets that are not transferred under the reinsurance agreements. All other costs are ceded to ALIC under the reinsurance agreements.

Broker-Dealer agreements

The Company has a service agreement with Allstate Distributors, LLC (“ADLLC”), a broker-dealer company owned by ALIC, whereby ADLLC promotes and markets products sold by the Company. In return for these services, the Company recorded expense of $71 thousand, $80 thousand and $7.2 million in 2013, 2012 and 2011, respectively, that was ceded to ALIC under the terms of the reinsurance agreements.

The Company receives distribution services from Allstate Financial Services, LLC, an affiliated broker-dealer company, for certain annuity and variable life insurance contracts sold by Allstate exclusive agencies. For these services, the Company incurred commission and other distribution expenses of $7.7 million, $6.4 million and $7.5 million in 2013, 2012 and 2011, respectively, that were ceded to ALIC.

Reinsurance

The following table summarizes amounts that were ceded to ALIC under reinsurance agreements and reported net in the Statements of Operations and Comprehensive Income.

($ in thousands)	2013		2012		2011
Premiums and contract charges	$	962,576	$	908,459	$	833,149
Interest credited to contractholder funds, contract benefits and expenses		1,505,010		1,369,305		1,408,953

Reinsurance recoverables due from ALIC totaled $14.52 billion and $15.55 billion as of December 31, 2013 and 2012, respectively.

In September 2012, the Company entered into a coinsurance reinsurance agreement with LB Re to cede certain interest-sensitive life insurance policies to LB Re. Reinsurance recoverables due from LB Re totaled $1.9 million and $2.0 million as of December 31, 2013 and 2012, respectively.

Income taxes

The Company is a party to a federal income tax allocation agreement with the Corporation (see Note 10).

Intercompany loan agreement

The Company has an intercompany loan agreement with the Corporation. The amount of intercompany loans available to the Company is at the discretion of the Corporation. The maximum amount of loans the Corporation will have outstanding to all its eligible subsidiaries at any given point in time is limited to $1 billion. The Corporation may use commercial paper borrowings, bank lines of credit and securities lending to fund intercompany borrowings. The Company had no amounts outstanding under the intercompany loan agreement as of December 31, 2013 or 2012.

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Schedule of Components of Other Comprehensive Income on Pre-Tax and After-Tax Basis (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pre-tax
Unrealized net holding gains arising during the period	$ (15,281)	$ 977	$ 7,322
Less: reclassification adjustment of realized capital gains and losses	1	596	2,075
Unrealized net capital gains and losses	(15,282)	381	5,247
Other comprehensive income	(15,282)	381	5,247
Tax
Unrealized net holding gains arising during the period	5,349	(343)	(2,562)
Less: reclassification adjustment of realized capital gains and losses		(209)	(726)
Unrealized net capital gains and losses	5,349	(134)	(1,836)
Other comprehensive income	5,349	(134)	(1,836)
After-tax
Unrealized net holding gains arising during the period	(9,932)	634	4,760
Less: reclassification adjustment of realized capital gains and losses	1	387	1,349
Unrealized net capital gains and losses	(9,933)	247	3,411
Other comprehensive income	$ (9,933)	$ 247	$ 3,411

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Schedule of Change in Unrealized Gains and Losses Included in Net Income for Level Three Assets and Liabilities Held (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Inputs Gain Loss [Line Items]
Gains (losses) for Level 3 assets still held at the balance sheet date, included in earnings					$ (7)
Gains (losses) for Level 3 liabilities still held at the balance sheet date, included in earnings	43,244	[1]	131,054	[2]	(110,951)	[3]
Corporate
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Inputs Gain Loss [Line Items]
Gains (losses) for Level 3 assets still held at the balance sheet date, included in earnings					(2)
Residential mortgage-backed securities ("RMBS")
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Inputs Gain Loss [Line Items]
Gains (losses) for Level 3 assets still held at the balance sheet date, included in earnings					(5)
Derivatives embedded in life and annuity contracts
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Inputs Gain Loss [Line Items]
Gains (losses) for Level 3 liabilities still held at the balance sheet date, included in earnings	$ 43,244		$ 131,054		$ (110,951)

[1] The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

[2] The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

[3] The amount attributable to fixed income securities is reported in the Statements of Operations and Comprehensive Income as net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

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Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Components of Other Comprehensive Income on Pre-Tax and After-Tax Basis

The components of other comprehensive (loss) income on a pre-tax and after-tax basis for the years ended December 31 are as follows:

	2013
($ in thousands)	Pre-tax			Tax			After-tax
Unrealized net holding losses arising during the period	$	(15,281	)	$	5,349		$	(9,932	)
Less: reclassification adjustment of realized capital gains and losses		1			—			1
Unrealized net capital gains and losses		(15,282	)		5,349			(9,933	)
Other comprehensive loss	$	(15,282	)	$	5,349		$	(9,933	)
	2012
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	977		$	(343	)	$	634
Less: reclassification adjustment of realized capital gains and losses		596			(209	)		387
Unrealized net capital gains and losses		381			(134	)		247
Other comprehensive income	$	381		$	(134	)	$	247
	2011
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	7,322		$	(2,562	)	$	4,760
Less: reclassification adjustment of realized capital gains and losses		2,075			(726	)		1,349
Unrealized net capital gains and losses		5,247			(1,836	)		3,411
Other comprehensive income	$	5,247		$	(1,836	)	$	3,411

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Components of Deferred Income Tax Assets and Liabilities

The components of the deferred income tax assets and liabilities as of December 31 are as follows:

($ in thousands)	2013			2012
Deferred assets
Reinsurance recoverables	$	497		$	—
Other assets		4			—
Total deferred assets		501			—
Deferred liabilities
Unrealized net capital gains		(2,084	)		(7,433	)
Accrued expenses		(981	)		(524	)
Other liabilities		—			(33	)
Total deferred liabilities		(3,065	)		(7,990	)
Net deferred liability	$	(2,564	)	$	(7,990	)

Components of Income Tax Expense

The components of income tax expense for the years ended December 31 are as follows:

($ in thousands)	2013			2012		2011
Current	$	3,902		$	4,145	$	4,802
Deferred		(77	)		128		59
Total income tax expense	$	3,825		$	4,273	$	4,861

Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate

A reconciliation of the statutory federal income tax rate to the effective income tax rate on income from operations for the years ended December 31 is as follows:

	2013			2012			2011
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Other		—			—			(0.1	)
Effective income tax rate		35.0	%		35.0	%		34.9	%

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Schedule of Effects of Reinsurance on Interest Credited to Contractholder Funds, Contract Benefits and Expenses (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Effects of Reinsurance [Line Items]
Direct interest credited to contractholder funds, contract benefits and expenses	$ 1,938,015	$ 1,882,714	$ 1,893,124
Assumed interest credited to contractholder funds, contract benefits and expenses	8,180	9,167	7,337
Interest credited to contractholder funds, contract benefits and expenses, net of reinsurance
Affiliate
Effects of Reinsurance [Line Items]
Ceded interest credited to contractholder funds, contract benefits and expenses	(1,505,010)	(1,369,305)	(1,408,953)
Non-affiliates
Effects of Reinsurance [Line Items]
Ceded interest credited to contractholder funds, contract benefits and expenses	$ (441,185)	$ (522,576)	$ (491,508)

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Fair Value of Assets and Liabilities - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fair Value Disclosures [Line Items]
Gains (losses) for Level 3 assets still held at the balance sheet date, included in interest credited to contract holder funds	$ 33,000,000	$ 125,900,000	$ (106,600,000)
Gains (losses) for Level 3 liabilities still held at the balance sheet date, included in life and annuity contract benefits	10,200,000	5,100,000	(4,300,000)
Carrying value
Fair Value Disclosures [Line Items]
Contractholder funds on investment contracts	7,760,000,000	9,160,000,000
Fair value
Fair Value Disclosures [Line Items]
Contractholder funds on investment contracts	$ 7,660,000,000	$ 9,140,000,000

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Related Party Transactions - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Operating expenses, including compensation, allocated by Allstate Insurance Company	$ 249,700,000	$ 241,800,000	$ 204,800,000
Maximum amount of loans Corporation will have outstanding to all eligible subsidiaries at any given point in time	1,000,000,000
Allstate Life Insurance Company
Related Party Transaction [Line Items]
Reinsurance recoverables	14,520,000,000	15,550,000,000
Allstate Distributors Services, LLC
Related Party Transaction [Line Items]
Broker-Dealer agreement, Promotion and marketing expense	71,000	80,000	7,200,000
Allstate Financial Services, LLC
Related Party Transaction [Line Items]
Broker-Dealer agreement, Commission and other distribution expenses	7,700,000	6,400,000	7,500,000
Lincoln Benefit Reinsurance Company
Related Party Transaction [Line Items]
Reinsurance recoverables	$ 1,900,000	$ 2,000,000

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Summary of Amounts Ceded to Allstate Life Insurance Company (Detail) (Allstate Life Insurance Company, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allstate Life Insurance Company
Related Party Transaction [Line Items]
Premiums and contract charges	$ 962,576	$ 908,459	$ 833,149
Interest credited to contractholder funds, contract benefits and expenses	$ 1,505,010	$ 1,369,305	$ 1,408,953

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Investments

Fixed income securities include bonds, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). Fixed income securities, which may be sold prior to their contractual maturity, are designated as available for sale and are carried at fair value. The difference between amortized cost and fair value, net of deferred income taxes, is reflected as a component of accumulated other comprehensive income. Cash received from calls, principal payments and make-whole payments is reflected as a component of proceeds from sales and cash received from maturities and pay-downs, including prepayments, is reflected as a component of investment collections within the Statements of Cash Flows.

Short-term investments, including money market funds, commercial paper and other short-term investments, are carried at fair value.

Investment income primarily consists of interest and is recognized on an accrual basis using the effective yield method. Interest income for RMBS and CMBS is determined considering estimated pay-downs, including prepayments, obtained from third party data sources and internal estimates. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For RMBS and CMBS of high credit quality with fixed interest rates, the effective yield is recalculated on a retrospective basis. For all others, the effective yield is recalculated on a prospective basis. Accrual of income is suspended for other-than-temporarily impaired fixed income securities when the timing and amount of cash flows expected to be received is not reasonably estimable.

Realized capital gains and losses include gains and losses on investment sales and write-downs in value due to other-than-temporary declines in fair value. Realized capital gains and losses on investment sales, including principal payments, are determined on a specific identification basis.

Recognition of premium revenues and contract charges, and related benefits and interest credited

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, Lincoln Benefit Reinsurance Company (“LB Re”, an affiliate of the Company) and non-affiliated reinsurers (see Notes 3 and 8). Amounts reflected in the Statements of Operations and Comprehensive Income are presented net of reinsurance.

Traditional life insurance products consist principally of products with fixed and guaranteed premiums and benefits, primarily term and whole life insurance products. Premiums from these products are recognized as revenue when due from policyholders. Benefits are reflected in contract benefits and recognized in relation to premiums, so that profits are recognized over the life of the policy.

Immediate annuities with life contingencies provide insurance protection over a period that extends beyond the period during which premiums are collected. Premiums from these products are recognized as revenue when received at the inception of the contract. Benefits and expenses are recognized in relation to premiums. Profits from these policies come from investment income, which is recognized over the life of the contract.

Interest-sensitive life contracts, such as universal life and single premium life, are insurance contracts whose terms are not fixed and guaranteed. The terms that may be changed include premiums paid by the contractholder, interest credited to the contractholder account balance and contract charges assessed against the contractholder account balance. Premiums from these contracts are reported as contractholder fund deposits. Contract charges consist of fees assessed against the contractholder account balance for the cost of insurance (mortality risk), contract administration and surrender of the contract prior to contractually specified dates. These contract charges are recognized as revenue when assessed against the contractholder account balance. Contract benefits include life-contingent benefit payments in excess of the contractholder account balance.

Contracts that do not subject the Company to significant risk arising from mortality or morbidity are referred to as investment contracts. Fixed annuities, including market value adjusted annuities, equity-indexed annuities and immediate annuities without life contingencies, are considered investment contracts. Consideration received for such contracts is reported as contractholder fund deposits. Contract charges for investment contracts consist of fees assessed against the contractholder account balance for maintenance, administration and surrender of the contract prior to contractually specified dates, and are recognized when assessed against the contractholder account balance.

Interest credited to contractholder funds represents interest accrued or paid on interest-sensitive life and investment contracts. Crediting rates for certain fixed annuities and interest-sensitive life contracts are adjusted periodically by the Company to reflect current market conditions subject to contractually guaranteed minimum rates. Crediting rates for indexed life and annuities are generally based on an equity index, such as the Standard & Poor’s (“S&P”) 500 Index.

Contract charges for variable life and variable annuity products consist of fees assessed against the contractholder account balances for contract maintenance, administration, mortality, expense and surrender of the contract prior to contractually specified dates. Contract benefits incurred for variable annuity products include guaranteed minimum death, income, withdrawal and accumulation benefits.

Reinsurance

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, LB Re and non-affiliated reinsurers (see Notes 3 and 8). Reinsurance recoverables and the related reserve for life-contingent contract benefits and contractholder funds are reported separately in the Statements of Financial Position. Reinsurance does not extinguish the Company’s primary liability under the policies written. Therefore, the Company regularly evaluates the financial condition of its reinsurers and establishes allowances for uncollectible reinsurance as appropriate.

Investment income earned on the assets that support contractholder funds and the reserve for life-contingent contract benefits is not included in the Company’s financial statements as those assets are owned and managed by ALIC under the terms of the reinsurance agreements.

Income taxes

The income tax provision is calculated under the liability method. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities at the enacted tax rates. The principal assets and liabilities giving rise to such differences are unrealized capital gains and losses, accrued expenses and reinsurance recoverables. A deferred tax asset valuation allowance is established when there is uncertainty that such assets will be realized.

Reserve for life-contingent contract benefits

The reserve for life-contingent contract benefits payable under insurance policies, including traditional life insurance and life-contingent immediate annuities, is computed on the basis of long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses. These assumptions, which for traditional life insurance are applied using the net level premium method, include provisions for adverse deviation and generally vary by characteristics such as type of coverage, year of issue and policy duration.

Contractholder funds

Contractholder funds represent interest-bearing liabilities arising from the sale of products such as interest-sensitive life insurance and fixed annuities. Contractholder funds primarily comprise cumulative deposits received and interest credited to the contractholder less cumulative contract benefits, surrenders, withdrawals and contract charges for mortality or administrative expenses. Contractholder funds also include reserves for secondary guarantees on interest-sensitive life insurance and certain fixed annuity contracts and reserves for certain guarantees on variable annuity contracts.

Separate accounts

Separate accounts assets are carried at fair value. The assets of the separate accounts are legally segregated and available only to settle separate account contract obligations. Separate accounts liabilities represent the contractholders’ claims to the related assets and are carried at an amount equal to the separate accounts assets. Investment income and realized capital gains and losses of the separate accounts accrue directly to the contractholders and therefore are not included in the Company’s Statements of Operations and Comprehensive Income. Deposits to and surrenders and withdrawals from the separate accounts are reflected in separate accounts liabilities and are not included in cash flows.

Absent any contract provision wherein the Company provides a guarantee, variable annuity and variable life insurance contractholders bear the investment risk that the separate accounts’ funds may not meet their stated investment objectives. The risk and associated cost of these contract guarantees are ceded to ALIC in accordance with the reinsurance agreements.

Adopted accounting standard

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board issued guidance requiring expanded disclosures about the amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of significant amounts reclassified out of accumulated other comprehensive income by income statement line item but only if the amount reclassified is required under accounting principles generally accepted in the United States of America (“GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, cross-reference to other disclosures that provide additional detail about those amounts is required. The Company adopted the new guidance in 2013. The new guidance affects disclosures only and therefore had no impact on the Company’s results of operations or financial position.

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Schedule for Fixed Income Securities at Amortized Cost, Gross Unrealized Gains and Losses and Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	$ 284,928	$ 309,324
Fair value	290,882	330,559
U.S. government agencies and authorities
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	70,790	86,428
Gross unrealized gains	3,113	5,659
Gross unrealized losses	(57)
Fair value	73,846	92,087
Municipal
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	2,499	2,499
Gross unrealized gains	270	401
Fair value	2,769	2,900
Corporate
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	190,186	178,824
Gross unrealized gains	5,784	13,173
Gross unrealized losses	(3,993)	(29)
Fair value	191,977	191,968
Foreign government
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	4,999	4,999
Gross unrealized gains	165	265
Fair value	5,164	5,264
Residential mortgage-backed securities ("RMBS")
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	13,866	28,239
Gross unrealized gains	584	1,498
Fair value	14,450	29,737
Commercial mortgage-backed securities ("CMBS")
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	2,588	8,335
Gross unrealized gains	88	268
Fair value	2,676	8,603
Fixed income securities
Schedule of Available-for-sale Securities [Line Items]
Amortized cost	284,928	309,324
Gross unrealized gains	10,004	21,264
Gross unrealized losses	(4,050)	(29)
Fair value	$ 290,882	$ 330,559

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Summary of Quantitative Information About Significant Unobservable Inputs Used in Level Three Fair Value Measurements (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair value	$ (2,047,407)	$ (1,980,431)
Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options | Stochastic cash flow model
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair value	$ (258,415)	$ (295,305)
Minimum | Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options | Stochastic cash flow model
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Projected option cost (as a percent)	1.00%	1.00%
Maximum | Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options | Stochastic cash flow model
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Projected option cost (as a percent)	2.00%	2.00%
Weighted average | Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options | Stochastic cash flow model
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Projected option cost (as a percent)	1.91%	1.96%

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Reserve for Life-Contingent Contract Benefits and Contractholder Funds - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Guaranteed interest-sensitive life and fixed annuity
Liabilities for Guarantees on Long-Duration Contracts [Line Items]
Liabilities for guarantees	$ 281.8	$ 200.7
Variable annuity | Guaranteed death benefits
Liabilities for Guarantees on Long-Duration Contracts [Line Items]
Liabilities for guarantees	8.4	9.4
Variable annuity | Guaranteed income benefits
Liabilities for Guarantees on Long-Duration Contracts [Line Items]
Liabilities for guarantees	8.7	19.5
Variable annuity | Guaranteed accumulation benefits
Liabilities for Guarantees on Long-Duration Contracts [Line Items]
Liabilities for guarantees	9.0	18.0
Variable annuity | Guaranteed Lifetime, cumulative periodic withdrawals
Liabilities for Guarantees on Long-Duration Contracts [Line Items]
Liabilities for guarantees	$ 0.5	$ 1.6

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Statements of Operations and Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues
Net investment income	$ 10,935	$ 11,590	$ 11,836
Realized capital gains and losses	0	626	2,075
Income from operations before income tax expense	10,935	12,216	13,911
Income tax expense	3,825	4,273	4,861
Net income	7,110	7,943	9,050
Other comprehensive (loss) income, after-tax
Change in unrealized net capital gains and losses	(9,933)	247	3,411
Comprehensive (loss) income	$ (2,823)	$ 8,190	$ 12,461

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Summary of Volume and Fair Value Positions of Derivative Instruments and Reporting Location in Statement of Financial Position (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Total derivatives, Notional amount	$ 2,766,225	$ 3,298,473
Total derivatives	(267,859)	(314,926)
Derivatives not designated as accounting hedging instruments | Contractholder funds | Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options
Derivatives, Fair Value [Line Items]
Total liability derivatives, Notional amount	2,591,090	3,098,496
Total liability derivatives, Fair value, net	(258,415)	(295,305)
Derivatives not designated as accounting hedging instruments | Contractholder funds | Guaranteed accumulation benefits
Derivatives, Fair Value [Line Items]
Total liability derivatives, Notional amount	152,936	174,791
Total liability derivatives, Fair value, net	(8,970)	(18,047)
Derivatives not designated as accounting hedging instruments | Contractholder funds | Guaranteed withdrawal benefits
Derivatives, Fair Value [Line Items]
Total liability derivatives, Notional amount	22,199	25,186
Total liability derivatives, Fair value, net	$ (474)	$ (1,574)

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Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities
Net income	$ 7,110	$ 7,943	$ 9,050
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and other non-cash items	630	781	1,175
Realized capital gains and losses	0	(626)	(2,075)
Changes in:
Policy benefits and other insurance reserves	(6,147)	14,398	(22,072)
Income taxes	(329)	(516)	476
Receivable from/payable to affiliates, net	(17,255)	25,752	(13,494)
Other operating assets and liabilities	16,007	(32,761)	37,802
Net cash provided by operating activities	16	14,971	10,862
Cash flows from investing activities
Proceeds from sales of fixed income securities	9,170	25,367	44,880
Collections on fixed income securities	53,475	29,154	25,268
Purchases of fixed income securities	(38,896)	(51,209)	(77,175)
Change in short-term investments, net	(31,738)	(11,216)	(1,379)
Net cash used in investing activities	(7,989)	(7,904)	(8,406)
Net (decrease) increase in cash	(7,973)	7,067	2,456
Cash at beginning of year	13,073	6,006	3,550
Cash at end of year	$ 5,100	$ 13,073	$ 6,006

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Components of Income Tax Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components Of Income Tax Expense Benefit [Line Items]
Current	$ 3,902	$ 4,145	$ 4,802
Deferred	(77)	128	59
Total income tax expense	$ 3,825	$ 4,273	$ 4,861

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Investments - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Investments [Line Items]
Net realized capital gains and losses	$ 0	$ 626,000	$ 2,075,000
Residential mortgage-backed securities ("RMBS")
Schedule of Investments [Line Items]
Other-than-temporary impairment losses	2,000	19,000	12,000
Fixed income securities
Schedule of Investments [Line Items]
Gross gains realized on sales of fixed income securities	3,000	645,000	1,900,000
Gross losses realized on sales of fixed income securities	1,000	0	3,000
Investment Grade Securities
Schedule of Investments [Line Items]
Unrealized losses related to securities with unrealized loss position less than 20% of amortized cost or cost	4,100,000
Fixed income and short-term securities
Schedule of Investments [Line Items]
Assets on deposit with regulatory authorities	$ 9,400,000

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Amounts Ceded to Allstate Life Insurance Company

The following table summarizes amounts that were ceded to ALIC under reinsurance agreements and reported net in the Statements of Operations and Comprehensive Income.

($ in thousands)	2013		2012		2011
Premiums and contract charges	$	962,576	$	908,459	$	833,149
Interest credited to contractholder funds, contract benefits and expenses		1,505,010		1,369,305		1,408,953

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Schedule of Unrealized Net Capital Gains and Losses (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair value
Fixed income securities	$ 290,882	$ 330,559
Short-term investments	55,959	24,203
Gross unrealized Gains
Fixed income securities	10,004	21,264
Short-term investments	1	1
Gross unrealized Losses
Fixed income securities	(4,050)	(29)
Short-term investments	(1)
Unrealized net gains (losses)
Fixed income securities	5,954	21,235
Short-term investments		1
Unrealized net capital gains and losses, pre-tax	5,954	21,236
Deferred income taxes	(2,084)	(7,433)
Unrealized net capital gains and losses, after-tax	$ 3,870	$ 13,803

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Fair Value of Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2013. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2013.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2013
Assets:
Fixed income securities:
U.S. government and agencies	$	27,520		$	46,326		$	—		$	73,846
Municipal		—			2,769			—			2,769
Corporate		—			191,977			—			191,977
Foreign government		—			5,164			—			5,164
RMBS		—			14,450			—			14,450
CMBS		—			2,676			—			2,676
Total fixed income securities		27,520			263,362			—			290,882
Short-term investments		20,764			35,195			—			55,959
Separate account assets		1,700,566			—			—			1,700,566
Total assets at fair value	$	1,748,850		$	298,557		$	—		$	2,047,407
% of total assets at fair value		85.4	%		14.6	%		—	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(267,859	)	$	(267,859	)
Total liabilities at fair value	$	—		$	—		$	(267,859	)	$	(267,859	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2012. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2012.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2012
Assets:
Fixed income securities:
U.S. government and agencies	$	34,303		$	57,784		$	—		$	92,087
Municipal		—			2,900			—			2,900
Corporate		—			191,656			312			191,968
Foreign government		—			5,264			—			5,264
RMBS		—			29,737			—			29,737
CMBS		—			8,603			—			8,603
Total fixed income securities		34,303			295,944			312			330,559
Short-term investments		18,793			5,410			—			24,203
Separate account assets		1,625,669			—			—			1,625,669
Total assets at fair value	$	1,678,765		$	301,354		$	312		$	1,980,431
% of total assets at fair value		84.7	%		15.2	%		0.1	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(314,926	)	$	(314,926	)
Total liabilities at fair value	$	—		$	—		$	(314,926	)	$	(314,926	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

Summary of Quantitative Information About the Significant Unobservable Inputs Used in Level 3 Fair Value Measurements

The following table summarizes quantitative information about the significant unobservable inputs used in Level 3 fair value measurements.

($ in thousands)	Fair value			Valuation technique	Unobservable input	Range			Weighted average
December 31, 2013
Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options	$	(258,415	)	Stochastic cash flow model	Projected option cost		1.0 - 2.0	%		1.91	%
December 31, 2012
Derivatives embedded in life and annuity contracts - Equity-indexed and forward starting options	$	(295,305	)	Stochastic cash flow model	Projected option cost		1.0 - 2.0	%		1.96	%

Schedule of Rollforward of Level 3 Assets and Liabilities Held at Fair Value on a Recurring Basis

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2013.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2012			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	312		$	—	$	—		$	—		$	—
Total recurring Level 3 assets	$	312		$	—	$	—		$	—		$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(314,926	)	$	43,244	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(314,926	)	$	43,244	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2013
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(312	)	$	—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(312	)	$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)
Total recurring Level 3 liabilities	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)

⁽¹⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2012.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2011			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	598		$	—	$	—		$	—		$	—
RMBS		2,321			—		—			—			(2,321	)
Total recurring Level 3 assets	$	2,919		$	—	$	—		$	—		$	(2,321	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(506,678	)	$	131,054	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(506,678	)	$	131,054	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2012
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(286	)	$	312
RMBS		—			—		—			—			—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(286	)	$	312
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)
Total recurring Level 3 liabilities	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)

⁽²⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2011.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2010			Net income(1)			OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	852		$	—		$	199		$	—		$	(10,199	)
RMBS		6,880			(4	)		(108	)		—			(3,577	)
CMBS		1,916			—			(49	)		—			(1,867	)
Total recurring Level 3 assets	$	9,648		$	(4	)	$	42		$	—		$	(15,643	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
	Purchases			Sales			Issues			Settlements			Balance as of December 31, 2011
Assets
Fixed income securities:
Corporate	$	10,000		$	—		$	—		$	(254	)	$	598
RMBS		—			—			—			(870	)		2,321
CMBS		—			—			—			—			—
Total recurring Level 3 assets	$	10,000		$	—		$	—		$	(1,124	)	$	2,919
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)
Total recurring Level 3 liabilities	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)

⁽¹⁾  The amount attributable to fixed income securities is reported in the Statements of Operations and Comprehensive Income as net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

Schedule of Change in Unrealized Gains and Losses Included in Net Income for Level 3 Assets and Liabilities Held

The following table provides the change in unrealized gains and losses included in net income for Level 3 assets and liabilities held as of December 31.

($ in thousands)	2013		2012		2011
Assets
Fixed income securities:
Corporate	$	—	$	—	$	(2	)
RMBS		—		—		(5	)
Total recurring Level 3 assets	$	—	$	—	$	(7	)
Liabilities
Contractholder funds:
Derivatives embedded in life and annuity contracts	$	43,244	$	131,054	$	(110,951	)
Total recurring Level 3 liabilities	$	43,244	$	131,054	$	(110,951	)

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General

12 Months Ended

Dec. 31, 2013

General

1. General

Basis of presentation

The accompanying financial statements include the accounts of Lincoln Benefit Life Company (the “Company”), a wholly owned subsidiary of Allstate Life Insurance Company (“ALIC”), which is wholly owned by Allstate Insurance Company (“AIC”). All of the outstanding common stock of AIC is owned by Allstate Insurance Holdings, LLC, a wholly owned subsidiary of The Allstate Corporation (the “Corporation”). These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

To conform to the current year presentation, certain amounts in the prior year notes to financial statements have been reclassified.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Pending change in ownership

On July 17, 2013, ALIC entered into a definitive agreement with Resolution Life Holdings, Inc. to sell the Company, the Company’s life insurance business generated through independent master brokerage agencies, and all of the Company’s deferred fixed annuity and long-term care insurance business. The transaction is subject to regulatory approvals and other customary closing conditions. The Company expects the closing to occur in April 2014. On or before closing, the Company also expects to recapture the business being sold that was ceded to ALIC, subject to regulatory approval.

Nature of operations

The Company sells interest-sensitive, traditional and variable life insurance products through Allstate exclusive agencies and exclusive financial specialists. Prior to July 18, 2013, the Company sold interest-sensitive, traditional and variable life insurance, and fixed annuities including deferred and immediate through independent master brokerage agencies. Effective January 1, 2014, the Company no longer offers fixed annuities such as deferred and immediate annuities.

The Company is authorized to sell life insurance and retirement products in all states except New York, as well as in the District of Columbia, the U.S. Virgin Islands and Guam. For 2013, the top geographic locations for statutory premiums and annuity considerations were California, Texas and Florida. No other jurisdiction accounted for more than 5% of statutory premiums and annuity considerations. All statutory premiums and annuity considerations are ceded under reinsurance agreements.

The Company has exposure to market risk as a result of its investment portfolio. Market risk is the risk that the Company will incur realized and unrealized net capital losses due to adverse changes in interest rates and credit spreads. The Company also has certain exposures to changes in equity prices in its equity-indexed annuities and separate accounts liabilities, which are transferred to ALIC in accordance with reinsurance agreements. Interest rate risk is the risk that the Company will incur a loss due to adverse changes in interest rates relative to the interest rate characteristics of its interest bearing assets. This risk arises from the Company’s investment in interest-sensitive assets. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key risk-free reference yields. Credit spread risk is the risk that the Company will incur a loss due to adverse changes in credit spreads. This risk arises from the Company’s investment in spread-sensitive fixed income assets.

The Company monitors economic and regulatory developments that have the potential to impact its business. Federal and state laws and regulations affect the taxation of insurance companies and life insurance and annuity products. Congress and various state legislatures from time to time consider legislation that would reduce or eliminate the favorable policyholder tax treatment currently applicable to life insurance and annuities. Congress and various state legislatures also consider proposals to reduce the taxation of certain products or investments that may compete with life insurance or annuities. Legislation that increases the taxation on insurance products or reduces the taxation on competing products could lessen the advantage or create a disadvantage for certain of the Company’s products making them less competitive. Such proposals, if adopted, could have an adverse effect on the Company’s financial position or ability to sell such products and could result in the surrender of some existing contracts and policies. In addition, changes in the federal estate tax laws could negatively affect the demand for the types of life insurance used in estate planning.

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Statements of Financial Position (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Investments
Fixed income securities, at fair value (amortized cost $284,928 and $309,324)	$ 290,882	$ 330,559
Short-term, at fair value (amortized cost $55,959 and $24,202)	55,959	24,203
Total investments	346,841	354,762
Cash	5,100	13,073
Receivable from affiliates, net	66
Other assets	83,669	87,044
Separate Accounts	1,700,566	1,625,669
Total assets	18,844,833	19,781,989
Liabilities
Contractholder funds	13,124,115	14,255,844
Reserve for life-contingent contract benefits	3,557,411	3,424,679
Unearned premiums	11,916	13,410
Deferred income taxes	2,564	7,990
Payable to affiliates, net		17,189
Current income taxes payable	3,906	4,158
Other liabilities and accrued expenses	100,660	86,532
Separate Accounts	1,700,566	1,625,669
Total liabilities	18,501,138	19,435,471
Commitments and Contingent Liabilities (Note 9)
Common stock, $100 par value, 30 thousand shares authorized, 25 thousand shares issued and outstanding	2,500	2,500
Additional capital paid-in	180,000	180,000
Retained income	157,325	150,215
Accumulated other comprehensive income:
Unrealized net capital gains and losses	3,870	13,803
Total accumulated other comprehensive income	3,870	13,803
Total shareholder's equity	343,695	346,518
Total liabilities and shareholder's equity	18,844,833	19,781,989
Allstate Life Insurance Company and affiliate
Investments
Reinsurance recoverable	14,518,174	15,553,945
Non-affiliates
Investments
Reinsurance recoverable	$ 2,190,417	$ 2,147,496

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Statutory Financial Information and Dividend Limitations

12 Months Ended

Dec. 31, 2013

Statutory Financial Information and Dividend Limitations

11. Statutory Financial Information and Dividend Limitations

The Company prepares its statutory-basis financial statements in conformity with accounting practices prescribed or permitted by the State of Nebraska. Prescribed statutory accounting practices include a variety of publications of the National Association of Insurance Commissioners (“NAIC”), as well as state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed.

The State of Nebraska requires insurance companies domiciled in its state to prepare statutory-basis financial statements in conformity with the NAIC Accounting Practices and Procedures Manual, subject to any deviations prescribed or permitted by the State of Nebraska Insurance Commissioner. Statutory accounting practices differ from GAAP primarily since they require charging policy acquisition and certain sales inducement costs to expense as incurred, establishing life insurance reserves based on different actuarial assumptions, and valuing certain investments and establishing deferred taxes on a different basis.

Statutory net income was $7.7 million, $8.5 million and $8.6 million in 2013, 2012 and 2011, respectively. Statutory capital and surplus was $332.5 million and $323.9 million as of December 31, 2013 and 2012, respectively.

Dividend Limitations

The ability of the Company to pay dividends is dependent on business conditions, income, cash requirements and other relevant factors. The payment of shareholder dividends by the Company without the prior approval of the Nebraska Department of Insurance (“NE DOI”) is limited to formula amounts based on net income and capital and surplus, determined in conformity with statutory accounting practices, as well as the timing and amount of dividends paid in the preceding twelve months. The Company did not pay any dividends in 2013. The maximum amount of dividends the Company can pay without prior NE DOI approval during 2014 is $33.2 million. Any dividend must be paid out of unassigned surplus excluding unrealized appreciation from investments, which totaled $159.2 million as of December 31, 2013, and cannot result in capital and surplus being less than the minimum amount required by law.

Under state insurance laws, insurance companies are required to maintain paid up capital of not less than the minimum capital requirement applicable to the types of insurance they are authorized to write. Insurance companies are also subject to risk-based capital (“RBC”) requirements adopted by state insurance regulators. A company’s “authorized control level RBC” is calculated using various factors applied to certain financial balances and activity. Companies that do not maintain statutory capital and surplus at a level in excess of the company action level RBC, which is two times authorized control level RBC, are required to take specified actions. Company action level RBC is significantly in excess of the minimum capital requirements. Total statutory capital and surplus and authorized control level RBC of the Company were $332.5 million and $61.9 million, respectively, as of December 31, 2013.

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Document and Entity Information	12 Months Ended
	Dec. 31, 2013
Document Information [Line Items]
Document Type	POS AM
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Entity Registrant Name	LINCOLN BENEFIT LIFE CO
Entity Central Index Key	0000910739
Entity Filer Category	Non-accelerated Filer

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Other Comprehensive Income

12 Months Ended

Dec. 31, 2013

Other Comprehensive Income

12. Other Comprehensive Income

The components of other comprehensive (loss) income on a pre-tax and after-tax basis for the years ended December 31 are as follows:

	2013
($ in thousands)	Pre-tax			Tax			After-tax
Unrealized net holding losses arising during the period	$	(15,281	)	$	5,349		$	(9,932	)
Less: reclassification adjustment of realized capital gains and losses		1			—			1
Unrealized net capital gains and losses		(15,282	)		5,349			(9,933	)
Other comprehensive loss	$	(15,282	)	$	5,349		$	(9,933	)
	2012
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	977		$	(343	)	$	634
Less: reclassification adjustment of realized capital gains and losses		596			(209	)		387
Unrealized net capital gains and losses		381			(134	)		247
Other comprehensive income	$	381		$	(134	)	$	247
	2011
	Pre-tax			Tax			After-tax
Unrealized net holding gains arising during the period	$	7,322		$	(2,562	)	$	4,760
Less: reclassification adjustment of realized capital gains and losses		2,075			(726	)		1,349
Unrealized net capital gains and losses		5,247			(1,836	)		3,411
Other comprehensive income	$	5,247		$	(1,836	)	$	3,411

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Statements of Financial Position (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fixed income securities, amortized cost	$ 284,928	$ 309,324
Short-term, amortized cost	$ 55,959	$ 24,202
Common stock, par value	$ 100	$ 100
Common stock, shares authorized	30	30
Common stock, shares issued	25	25
Common stock, shares outstanding	25	25

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Derivative Financial Instruments

6. Derivative Financial Instruments

The Company has derivatives embedded in non-derivative host contracts that are required to be separated from the host contracts and accounted for at fair value. The Company’s embedded derivatives are equity options in life and annuity product contracts, which provide equity returns to contractholders, and guaranteed minimum accumulation and withdrawal benefits in variable annuity contracts. The Company does not use derivatives for speculative purposes.

The following table provides a summary of the volume and fair value positions of embedded derivative financial instruments. None of these derivatives are designated as accounting hedging instruments and all are gross liabilities reported in contractholder funds.

($ in thousands)	December 31, 2013					December 31, 2012
	Volume - Notional amount		Fair value			Volume - Notional amount		Fair value
Equity-indexed and forward starting options in life and annuity product contracts	$	2,591,090	$	(258,415	)	$	3,098,496	$	(295,305	)
Guaranteed accumulation benefits		152,936		(8,970	)		174,791		(18,047	)
Guaranteed withdrawal benefits		22,199		(474	)		25,186		(1,574	)
Total derivatives	$	2,766,225	$	(267,859	)	$	3,298,473	$	(314,926	)

Gains and losses from valuation and settlements of embedded derivative financial instruments were reported as $36.9 million in interest credited to contractholder funds and $10.2 million in contract benefits in 2013, and $186.6 million in interest credited to contractholder funds and $5.1 million in contract benefits in 2012, which in turn were ceded to ALIC.

Off-balance-sheet financial instruments

There were no off-balance-sheet financial instruments as of December 31, 2013 or 2012.

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Fair Value of Assets and Liabilities

12 Months Ended

Dec. 31, 2013

Fair Value of Assets and Liabilities

5. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Statements of Financial Position at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:

Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.

Level 2: Assets and liabilities whose values are based on the following:

(a) Quoted prices for similar assets or liabilities in active markets;

(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or

(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect the Company’s estimates of the assumptions that market participants would use in valuing the assets and liabilities.

The availability of observable inputs varies by instrument. In situations where fair value is based on internally developed pricing models or inputs that are unobservable in the market, the determination of fair value requires more judgment. The degree of judgment exercised by the Company in determining fair value is typically greatest for instruments categorized in Level 3. In many instances, valuation inputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments.

The Company is responsible for the determination of fair value and the supporting assumptions and methodologies. The Company gains assurance that assets and liabilities are appropriately valued through the execution of various processes and controls designed to ensure the overall reasonableness and consistent application of valuation methodologies, including inputs and assumptions, and compliance with accounting standards. For fair values received from third parties or internally estimated, the Company’s processes and controls are designed to ensure that the valuation methodologies are appropriate and consistently applied, the inputs and assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded. For example, on a continuing basis, the Company assesses the reasonableness of individual fair values that have stale security prices or that exceed certain thresholds as compared to previous fair values received from valuation service providers or brokers or derived from internal models. The Company performs procedures to understand and assess the methodologies, processes and controls of valuation service providers. In addition, the Company may validate the reasonableness of fair values by comparing information obtained from valuation service providers or brokers to other third party valuation sources for selected securities. The Company performs ongoing price validation procedures such as back-testing of actual sales, which corroborate the various inputs used in internal models to market observable data. When fair value determinations are expected to be more variable, the Company validates them through reviews by members of management who have relevant expertise and who are independent of those charged with executing investment transactions.

The Company has two types of situations where investments are classified as Level 3 in the fair value hierarchy. The first is where quotes continue to be received from independent third-party valuation service providers and all significant inputs are market observable; however, there has been a significant decrease in the volume and level of activity for the asset when compared to normal market activity such that the degree of market observability has declined to a point where categorization as a Level 3 measurement is considered appropriate. The indicators considered in determining whether a significant decrease in the volume and level of activity for a specific asset has occurred include the level of new issuances in the primary market, trading volume in the secondary market, the level of credit spreads over historical levels, applicable bid-ask spreads, and price consensus among market participants and other pricing sources.

The second situation where the Company classifies securities in Level 3 is where specific inputs significant to the fair value estimation models are not market observable. This primarily occurs in the Company’s use of broker quotes to value certain securities where the inputs have not been corroborated to be market observable, and the use of valuation models that use significant non-market observable inputs.

In determining fair value, the Company principally uses the market approach which generally utilizes market transaction data for the same or similar instruments. To a lesser extent, the Company uses the income approach which involves determining fair values from discounted cash flow methodologies. For the majority of Level 2 and Level 3 valuations, a combination of the market and income approaches is used.

Summary of significant valuation techniques for assets and liabilities measured at fair value on a recurring basis

Level 1 measurements

• Fixed income securities: Comprise certain U.S. Treasuries. Valuation is based on unadjusted quoted prices for identical assets in active markets that the Company can access.

• Short-term: Comprise actively traded money market funds that have daily quoted net asset values for identical assets that the Company can access.

• Separate account assets: Comprise actively traded mutual funds that have daily quoted net asset values for identical assets that the Company can access. Net asset values for the actively traded mutual funds in which the separate account assets are invested are obtained daily from the fund managers.

Level 2 measurements

• Fixed income securities:

U.S. government and agencies: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

Municipal: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

Corporate, including privately placed: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads. Also included are privately placed securities valued using a discounted cash flow model that is widely accepted in the financial services industry and uses market observable inputs and inputs derived principally from, or corroborated by, observable market data. The primary inputs to the discounted cash flow model include an interest rate yield curve, as well as published credit spreads for similar assets in markets that are not active that incorporate the credit quality and industry sector of the issuer.

Foreign government: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads.

RMBS: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, prepayment speeds, collateral performance and credit spreads.

CMBS: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, collateral performance and credit spreads.

• Short-term: The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields and credit spreads. For certain short-term investments, amortized cost is used as the best estimate of fair value.

Level 3 measurements

• Fixed income securities:

Corporate: Valued based on models that are widely accepted in the financial services industry with certain inputs to the valuation model that are significant to the valuation, but are not market observable.

• Contractholder funds: Derivatives embedded in certain life and annuity contracts are valued internally using models widely accepted in the financial services industry that determine a single best estimate of fair value for the embedded derivatives within a block of contractholder liabilities. The models primarily use stochastically determined cash flows based on the contractual elements of embedded derivatives, projected option cost and applicable market data, such as interest rate yield curves and equity index volatility assumptions. These are categorized as Level 3 as a result of the significance of non-market observable inputs.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2013. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2013.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2013
Assets:
Fixed income securities:
U.S. government and agencies	$	27,520		$	46,326		$	—		$	73,846
Municipal		—			2,769			—			2,769
Corporate		—			191,977			—			191,977
Foreign government		—			5,164			—			5,164
RMBS		—			14,450			—			14,450
CMBS		—			2,676			—			2,676
Total fixed income securities		27,520			263,362			—			290,882
Short-term investments		20,764			35,195			—			55,959
Separate account assets		1,700,566			—			—			1,700,566
Total assets at fair value	$	1,748,850		$	298,557		$	—		$	2,047,407
% of total assets at fair value		85.4	%		14.6	%		—	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(267,859	)	$	(267,859	)
Total liabilities at fair value	$	—		$	—		$	(267,859	)	$	(267,859	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2012. There are no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2012.

($ in thousands)	Quoted prices in active markets for identical assets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Balance as of December 31, 2012
Assets:
Fixed income securities:
U.S. government and agencies	$	34,303		$	57,784		$	—		$	92,087
Municipal		—			2,900			—			2,900
Corporate		—			191,656			312			191,968
Foreign government		—			5,264			—			5,264
RMBS		—			29,737			—			29,737
CMBS		—			8,603			—			8,603
Total fixed income securities		34,303			295,944			312			330,559
Short-term investments		18,793			5,410			—			24,203
Separate account assets		1,625,669			—			—			1,625,669
Total assets at fair value	$	1,678,765		$	301,354		$	312		$	1,980,431
% of total assets at fair value		84.7	%		15.2	%		0.1	%		100.0	%
Liabilities:
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(314,926	)	$	(314,926	)
Total liabilities at fair value	$	—		$	—		$	(314,926	)	$	(314,926	)
% of total liabilities at fair value		—	%		—	%		100.0	%		100.0	%

The following table summarizes quantitative information about the significant unobservable inputs used in Level 3 fair value measurements.

($ in thousands)	Fair value			Valuation technique	Unobservable input	Range			Weighted average
December 31, 2013
Derivatives embedded in life and annuity contracts—Equity-indexed and forward starting options	$	(258,415	)	Stochastic cash flow model	Projected option cost		1.0 – 2.0	%		1.91	%
December 31, 2012
Derivatives embedded in life and annuity contracts—Equity-indexed and forward starting options	$	(295,305	)	Stochastic cash flow model	Projected option cost		1.0 – 2.0	%		1.96	%

If the projected option cost increased (decreased), it would result in a higher (lower) liability fair value.

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2013.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2012			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	312		$	—	$	—		$	—		$	—
Total recurring Level 3 assets	$	312		$	—	$	—		$	—		$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(314,926	)	$	43,244	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(314,926	)	$	43,244	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2013
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(312	)	$	—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(312	)	$	—
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)
Total recurring Level 3 liabilities	$	—		$	—	$	(6,621	)	$	10,444		$	(267,859	)

⁽¹⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2012.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2011			Net income(1)		OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	598		$	—	$	—		$	—		$	—
RMBS		2,321			—		—			—			(2,321	)
Total recurring Level 3 assets	$	2,919		$	—	$	—		$	—		$	(2,321	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(506,678	)	$	131,054	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(506,678	)	$	131,054	$	—		$	—		$	—
	Purchases			Sales		Issues			Settlements			Balance as of December 31, 2012
Assets
Fixed income securities:
Corporate	$	—		$	—	$	—		$	(286	)	$	312
RMBS		—			—		—			—			—
Total recurring Level 3 assets	$	—		$	—	$	—		$	(286	)	$	312
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)
Total recurring Level 3 liabilities	$	—		$	—	$	(11,024	)	$	71,722		$	(314,926	)

⁽²⁾  The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

The following table presents the rollforward of Level 3 assets and liabilities held at fair value on a recurring basis during the year ended December 31, 2011.

($ in thousands)				Total gains (losses) included in:
	Balance as of December 31, 2010			Net income(1)			OCI			Transfers into Level 3			Transfers out of Level 3
Assets
Fixed income securities:
Corporate	$	852		$	—		$	199		$	—		$	(10,199	)
RMBS		6,880			(4	)		(108	)		—			(3,577	)
CMBS		1,916			—			(49	)		—			(1,867	)
Total recurring Level 3 assets	$	9,648		$	(4	)	$	42		$	—		$	(15,643	)
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
Total recurring Level 3 liabilities	$	(494,149	)	$	(110,951	)	$	—		$	—		$	—
	Purchases			Sales			Issues			Settlements			Balance as of December 31, 2011
Assets
Fixed income securities:
Corporate	$	10,000		$	—		$	—		$	(254	)	$	598
RMBS		—			—			—			(870	)		2,321
CMBS		—			—			—			—			—
Total recurring Level 3 assets	$	10,000		$	—		$	—		$	(1,124	)	$	2,919
Liabilities
Contractholder funds: Derivatives embedded in life and annuity contracts	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)
Total recurring Level 3 liabilities	$	—		$	—		$	(55,559	)	$	153,981		$	(506,678	)

⁽¹⁾  The amount attributable to fixed income securities is reported in the Statements of Operations and Comprehensive Income as net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits. These amounts are ceded in accordance with the Company’s reinsurance agreements.

Transfers between level categorizations may occur due to changes in the availability of market observable inputs, which generally are caused by changes in market conditions such as liquidity, trading volume or bid-ask spreads. Transfers between level categorizations may also occur due to changes in the valuation source. For example, in situations where a fair value quote is not provided by the Company’s independent third-party valuation service provider and as a result the price is stale or has been replaced with a broker quote whose inputs have not been corroborated to be market observable, the security is transferred into Level 3. Transfers in and out of level categorizations are reported as having occurred at the beginning of the quarter in which the transfer occurred. Therefore, for all transfers into Level 3, all realized and changes in unrealized gains and losses in the quarter of transfer are reflected in the Level 3 rollforward table.

There were no transfers between Level 1 and Level 2 during 2013, 2012 or 2011.

During 2011, certain RMBS and CMBS were transferred into Level 2 from Level 3 as a result of increased liquidity in the market and a sustained increase in market activity for these assets.

During 2011, a corporate fixed income security was transferred into Level 2 from Level 3 due to a change in the valuation model to use primarily market observable inputs. Transfers out of Level 3 during 2012 and 2011 included situations where a broker quote was used in the prior period and a fair value quote became available from the Company’s independent third-party valuation service provider in the current period. A quote utilizing the new pricing source was not available as of the prior period, and any gains or losses related to the change in valuation source for individual securities were not significant.

The following table provides the change in unrealized gains and losses included in net income for Level 3 assets and liabilities held as of December 31.

($ in thousands)	2013		2012		2011
Assets
Fixed income securities:
Corporate	$	—	$	—	$	(2	)
RMBS		—		—		(5	)
Total recurring Level 3 assets	$	—	$	—	$	(7	)
Liabilities
Contractholder funds:
Derivatives embedded in life and annuity contracts	$	43,244	$	131,054	$	(110,951	)
Total recurring Level 3 liabilities	$	43,244	$	131,054	$	(110,951	)

The amounts in the table above represent the change in unrealized gains and losses included in net income for the period of time that the asset or liability was determined to be in Level 3. The amounts attributable to fixed income securities are reported in net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits in 2013, $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits in 2012 and $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits in 2011. These amounts are ceded in accordance with the Company’s reinsurance agreements.

As of December 31, 2013 and 2012, financial instruments not carried at fair value included contractholder funds on investment contracts. The carrying value and fair value of contractholder funds on investment contracts were $7.76 billion and $7.66 billion, respectively, as of December 31, 2013 and were $9.16 billion and $9.14 billion, respectively, as of December 31, 2012. The fair value of contractholder funds on investment contracts is based on the terms of the underlying contracts utilizing prevailing market rates for similar contracts adjusted for the Company’s own credit risk. Deferred annuities included in contractholder funds are valued using discounted cash flow models which incorporate market value margins, which are based on the cost of holding economic capital, and the Company’s own credit risk. Immediate annuities without life contingencies are valued at the present value of future benefits using market implied interest rates which include the Company’s own credit risk. The fair value measurements for contractholder funds on investment contracts are categorized as Level 3.

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Investments (Tables)

12 Months Ended

Dec. 31, 2013

Schedule for Fixed Income Securities at Amortized Cost, Gross Unrealized Gains and Losses and Fair Value

The amortized cost, gross unrealized gains and losses and fair value for fixed income securities are as follows:

	Amortized cost		Gross unrealized					Fair value
($ in thousands)			Gains		Losses
December 31, 2013
U.S. government and agencies	$	70,790	$	3,113	$	(57	)	$	73,846
Municipal		2,499		270		—			2,769
Corporate		190,186		5,784		(3,993	)		191,977
Foreign government		4,999		165		—			5,164
RMBS		13,866		584		—			14,450
CMBS		2,588		88		—			2,676
Total fixed income securities	$	284,928	$	10,004	$	(4,050	)	$	290,882
December 31, 2012
U.S. government and agencies	$	86,428	$	5,659	$	—		$	92,087
Municipal		2,499		401		—			2,900
Corporate		178,824		13,173		(29	)		191,968
Foreign government		4,999		265		—			5,264
RMBS		28,239		1,498		—			29,737
CMBS		8,335		268		—			8,603
Total fixed income securities	$	309,324	$	21,264	$	(29	)	$	330,559

Schedule for Fixed Income Securities Based on Contractual Maturities

The scheduled maturities for fixed income securities are as follows as of December 31, 2013:

($ in thousands)	Amortized cost		Fair value
Due in one year or less	$	35,518	$	35,883
Due after one year through five years		110,661		116,264
Due after five years through ten years		111,316		111,036
Due after ten years		10,979		10,573
		268,474		273,756
RMBS and CMBS		16,454		17,126
Total	$	284,928	$	290,882

Schedule of Net Investment Income

Net investment income for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	11,545		$	12,138		$	12,133
Short-term investments		23			20			11
Investment income, before expense		11,568			12,158			12,144
Investment expense		(633	)		(568	)		(308	)
Net investment income	$	10,935		$	11,590		$	11,836

Schedule of Unrealized Net Capital Gains and Losses Included in Accumulated Other Comprehensive Income

Unrealized net capital gains and losses included in accumulated other comprehensive income are as follows:

	Fair Value		Gross unrealized					Unrealized net gains
($ in thousands)			Gains		Losses
December 31, 2013
Fixed income securities	$	290,882	$	10,004	$	(4,050	)	$	5,954
Short-term investments		55,959		1		(1	)		—
Unrealized net capital gains and losses, pre-tax									5,954
Deferred income taxes									(2,084	)
Unrealized net capital gains and losses, after-tax								$	3,870

	Fair value		Gross unrealized					Unrealized  net gains
December 31, 2012			Gains		Losses
Fixed income securities	$	330,559	$	21,264	$	(29	)	$	21,235
Short-term investments		24,203		1		—			1
Unrealized net capital gains and losses, pre-tax									21,236
Deferred income taxes									(7,433	)
Unrealized net capital gains and losses, after-tax								$	13,803

Schedule of Change in Unrealized net Capital Gains and Losses

The change in unrealized net capital gains and losses for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	(15,281	)	$	380		$	5,247
Short-term investments		(1	)		1			—
Total		(15,282	)		381			5,247
Deferred income taxes		5,349			(134	)		(1,836	)
(Decrease) increase in unrealized net capital gains and losses, after-tax	$	(9,933	)	$	247		$	3,411

Summary of Gross Unrealized Losses and Fair Value of Fixed Income by Length of Time

The following table summarizes the gross unrealized losses and fair value of fixed income securities by the length of time that individual securities have been in a continuous unrealized loss position.

	Less than 12 months							12 months or more							Total unrealized losses
($ in thousands)	Number of issues		Fair value		Unrealized losses			Number of issues		Fair value		Unrealized losses
December 31, 2013
U.S. government and agencies		1	$	4,942	$	(57	)		—	$	—	$	—		$	(57	)
Corporate		23		75,754		(3,795	)		1		1,770		(198	)		(3,993	)
Total		24	$	80,696	$	(3,852	)		1	$	1,770	$	(198	)	$	(4,050	)
December 31, 2012
Corporate		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)
Total		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)

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Summary of Investments Other Than Investments in Related Parties

12 Months Ended

Dec. 31, 2013

Summary of Investments Other Than Investments in Related Parties

LINCOLN BENEFIT LIFE COMPANY

SCHEDULE I—SUMMARY OF INVESTMENTS

OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 2013

($ in thousands)	Amortized cost		Fair value		Amount at which shown in the Balance Sheet
Type of investment
Fixed maturities:
Bonds:
United States government, government agencies and authorities	$	70,790	$	73,846	$	73,846
States, municipalities and political subdivisions		2,499		2,769		2,769
Foreign governments		4,999		5,164		5,164
Public utilities		14,960		15,994		15,994
All other corporate bonds		175,226		175,983		175,983
Residential mortgage-backed securities		13,866		14,450		14,450
Commercial mortgage-backed securities		2,588		2,676		2,676
Total fixed maturities		284,928		290,882		290,882
Short-term investments		55,959		55,959		55,959
Total investments	$	340,887	$	346,841	$	346,841

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Guarantees and Contingent Liabilities

12 Months Ended

Dec. 31, 2013

Guarantees and Contingent Liabilities

9. Guarantees and Contingent Liabilities

Guarantees

In the normal course of business, the Company provides standard indemnifications to contractual counterparties in connection with numerous transactions, including acquisitions and divestitures. The types of indemnifications typically provided include indemnifications for breaches of representations and warranties, taxes and certain other liabilities, such as third party lawsuits. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business based on an assessment that the risk of loss would be remote. The terms of the indemnifications vary in duration and nature. In many cases, the maximum obligation is not explicitly stated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. Consequently, the maximum amount of the obligation under such indemnifications is not determinable. Historically, the Company has not made any material payments pursuant to these obligations.

The aggregate liability balance related to all guarantees was not material as of December 31, 2013.

Regulation and Compliance

The Company is subject to changing social, economic and regulatory conditions. From time to time, regulatory authorities or legislative bodies seek to impose additional regulations regarding agent and broker compensation, regulate the nature of and amount of investments, and otherwise expand overall regulation of insurance products and the insurance industry. The Company has established procedures and policies to facilitate compliance with laws and regulations, to foster prudent business operations, and to support financial reporting. The Company routinely reviews its practices to validate compliance with laws and regulations and with internal procedures and policies. As a result of these reviews, from time to time the Company may decide to modify some of its procedures and policies. Such modifications, and the reviews that led to them, may be accompanied by payments being made and costs being incurred. The ultimate changes and eventual effects of these actions on the Company’s business, if any, are uncertain.

The Company is currently being examined by certain states for compliance with unclaimed property laws. It is possible that this examination may result in additional payments of abandoned funds to states and to changes in the Company’s practices and procedures for the identification of escheatable funds, which could impact benefit payments and reserves, among other consequences; however, it is not likely to have a material effect on the financial statements of the Company.

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Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Rate Reconciliation [Line Items]
Statutory federal income tax rate	35.00%	35.00%	35.00%
Other			(0.10%)
Effective income tax rate	35.00%	35.00%	34.90%

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Reserve for Life-Contingent Contract Benefits and Contractholder Funds

12 Months Ended

Dec. 31, 2013

Reserve for Life-Contingent Contract Benefits and Contractholder Funds

7. Reserve for Life-Contingent Contract Benefits and Contractholder Funds

As of December 31, the reserve for life-contingent contract benefits consists of the following:

($ in thousands)	2013		2012
Traditional life insurance	$	1,548,134	$	1,519,650
Immediate fixed annuities		676,565		677,986
Accident and health insurance		1,324,268		1,217,648
Other		8,444		9,395
Total reserve for life-contingent contract benefits	$	3,557,411	$	3,424,679

The following table highlights the key assumptions generally used in calculating the reserve for life-contingent contract benefits:

Product	Mortality	Interest rate	Estimation method
Traditional life insurance	Actual company experience plus loading	Interest rate assumptions range from 2.5% to 8.0%	Net level premium reserve method using the Company’s withdrawal experience rates; includes reserves for unpaid claims
Immediate fixed annuities	1983 individual annuity mortality table with internal modifications; 1983 individual annuity mortality table; Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 0% to 8.8%	Present value of expected future benefits based on historical experience
Accident and health insurance	Actual company experience plus loading	Interest rate assumptions range from 4.0% to 5.3%	Unearned premium; additional contract reserves for mortality risk and unpaid claims
Other: Variable annuity guaranteed minimum death benefits	Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 4.0% to 5.8%	Projected benefit ratio applied to cumulative assessments

As of December 31, contractholder funds consist of the following:

($ in thousands)	2013		2012
Interest-sensitive life insurance	$	5,020,265	$	4,814,410
Investment contracts:
Fixed annuities		7,803,892		9,201,641
Other investment contracts		299,958		239,793
Total contractholder funds	$	13,124,115	$	14,255,844

The following table highlights the key contract provisions relating to contractholder funds:

Product	Interest rate	Withdrawal/surrender charges
Interest-sensitive life insurance	Interest rates credited range from 0% to 10.0% for equity-indexed life (whose returns are indexed to the S&P 500) and 2.6% to 6.0% for all other products	Either a percentage of account balance or dollar amount grading off generally over 20 years
Fixed annuities	Interest rates credited range from 0% to 8.8% for immediate annuities; 0% to 7.0% for equity-indexed annuities (whose returns are indexed to the S&P 500); and 1.0% to 6.0% for all other products	Either a declining or a level percentage charge generally over ten years or less. Additionally, approximately 18.7% of fixed annuities are subject to market value adjustment for discretionary withdrawals.
Other investment contracts: Guaranteed minimum income, accumulation and withdrawal benefits on variable and fixed annuities and secondary guarantees on interest-sensitive life insurance and fixed annuities	Interest rates used in establishing reserves range from 1.7% to 10.3%	Withdrawal and surrender charges are based on the terms of the related interest-sensitive life insurance or fixed annuity contract

Contractholder funds activity for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Balance, beginning of year	$	14,255,844		$	15,489,624		$	17,247,071
Deposits		1,109,108			1,070,374			1,007,316
Interest credited		524,801			406,805			576,331
Benefits		(353,687	)		(473,329	)		(459,991	)
Surrenders and partial withdrawals		(1,880,495	)		(1,703,966	)		(2,412,295	)
Contract charges		(601,609	)		(558,519	)		(513,068	)
Net transfers from separate accounts		18,477			16,463			18,935
Other adjustments		51,676			8,392			25,325
Balance, end of year	$	13,124,115		$	14,255,844		$	15,489,624

The table below presents information regarding the Company’s variable annuity contracts with guarantees. The Company’s variable annuity contracts may offer more than one type of guarantee in each contract; therefore, the sum of amounts listed exceeds the total account balances of variable annuity contracts’ separate accounts with guarantees.

	December 31,
($ in millions)	2013		2012
In the event of death
Separate account value	$	877.0	$	926.1
Net amount at risk(1)	$	63.2	$	101.6
Average attained age of contractholders		59 years		59 years
At annuitization (includes income benefit guarantees)
Separate account value	$	170.5	$	168.1
Net amount at risk(2)	$	16.6	$	29.6
Weighted average waiting period until annuitization options available		None		1 year
For cumulative periodic withdrawals
Separate account value	$	21.8	$	24.8
Net amount at risk(3)	$	0.1	$	0.2
Accumulation at specified dates
Separate account value	$	151.1	$	172.0
Net amount at risk(4)	$	7.3	$	13.7
Weighted average waiting period until guarantee date		6 years		7 years

⁽¹⁾  Defined as the estimated current guaranteed minimum death benefit in excess of the current account balance as of the balance sheet date.

⁽²⁾  Defined as the estimated present value of the guaranteed minimum annuity payments in excess of the current account balance.

⁽³⁾  Defined as the estimated current guaranteed minimum withdrawal balance (initial deposit) in excess of the current account balance as of the balance sheet date.

⁽⁴⁾  Defined as the estimated present value of the guaranteed minimum accumulation balance in excess of the current account balance.

As of December 31, 2013, liabilities for guarantees included reserves for variable annuity death benefits of $8.4 million, variable annuity income benefits of $8.7 million, variable annuity accumulation benefits of $9.0 million, variable annuity withdrawal benefits of $0.5 million and interest-sensitive life and fixed annuity guarantees of $281.8 million. As of December 31, 2012, liabilities for guarantees included reserves for variable annuity death benefits of $9.4 million, variable annuity income benefits of $19.5 million, variable annuity accumulation benefits of $18.0 million, variable annuity withdrawal benefits of $1.6 million and interest-sensitive life and fixed annuity guarantees of $200.7 million.

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Reinsurance

12 Months Ended

Dec. 31, 2013

Reinsurance

8. Reinsurance

The Company has reinsurance agreements under which it reinsures all of its business to ALIC, LB Re or non-affiliated reinsurers. Under the agreements, premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are reinsured. The Company purchases reinsurance to limit aggregate and single losses on large risks. The Company cedes a portion of the mortality risk on certain life policies under coinsurance agreements to a pool of twelve non-affiliated reinsurers.

As of December 31, 2013, 86.9% of the total reinsurance recoverables were related to ALIC and 13.1% were related to non-affiliated reinsurers. As of December 31, 2013 and 2012, 95% and 98%, respectively, of the Company’s non-affiliated reinsurance recoverables are due from companies rated A- or better by S&P.

The effects of reinsurance on premiums and contract charges for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,331,597		$	1,298,864		$	1,266,264
Assumed		6,830			6,784			7,057
Ceded:
Affiliate		(962,576	)		(908,459	)		(833,149	)
Non-affiliate		(375,851	)		(397,189	)		(440,172	)
Premiums and contract charges, net of reinsurance	$	—		$	—		$	—

The effects of reinsurance on interest credited to contractholder funds, contract benefits and expenses for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,938,015		$	1,882,714		$	1,893,124
Assumed		8,180			9,167			7,337
Ceded:
Affiliate		(1,505,010	)		(1,369,305	)		(1,408,953	)
Non-affiliate		(441,185	)		(522,576	)		(491,508	)
Interest credited to contractholder funds, contract benefits and expenses, net of reinsurance	$	—		$	—		$	—

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes

10. Income Taxes

The Company joins the Corporation and its other subsidiaries (the “Allstate Group”) in the filing of a consolidated federal income tax return and is party to a federal income tax allocation agreement (the “Allstate Tax Sharing Agreement”). Under the Allstate Tax Sharing Agreement, the Company pays to or receives from the Corporation the amount, if any, by which the Allstate Group’s federal income tax liability is affected by virtue of inclusion of the Company in the consolidated federal income tax return. The Company also has a supplemental tax sharing agreement with respect to reinsurance ceded to ALIC to allocate the tax benefits and costs related to such reinsurance. Effectively, these agreements result in the Company’s annual income tax provision being computed, with adjustments, as if the Company filed a separate return, adjusted for the reinsurance ceded to ALIC.

The Internal Revenue Service (“IRS”) is currently examining the Allstate Group’s 2011 and 2012 federal income tax returns. The IRS has completed its examination of the Allstate Group’s 2009 and 2010 federal income tax returns and issued a Revenue Agent’s Report on April 15, 2013. The Allstate Group protested certain of the adjustments contained in the report and the case was forwarded to Appeals on June 13, 2013. The IRS has also completed its examinations of the Allstate Group’s federal income tax returns for the years 2005-2008 and a final settlement for those years has been approved by the Joint Committee on Taxation. The Allstate Group’s tax years prior to 2005 have been examined by the IRS and the statute of limitations has expired on those years. Any adjustments that may result from IRS examinations of tax returns are not expected to have a material effect on the results of operations, cash flows or financial position of the Company.

The Company had no liability for unrecognized tax benefits as of December 31, 2013, 2012 or 2011, and believes it is reasonably possible that the liability balance will not significantly increase within the next twelve months. No amounts have been accrued for interest or penalties.

The components of the deferred income tax assets and liabilities as of December 31 are as follows:

($ in thousands)	2013			2012
Deferred assets
Reinsurance recoverables	$	497		$	—
Other assets		4			—
Total deferred assets		501			—
Deferred liabilities
Unrealized net capital gains		(2,084	)		(7,433	)
Accrued expenses		(981	)		(524	)
Other liabilities		—			(33	)
Total deferred liabilities		(3,065	)		(7,990	)
Net deferred liability	$	(2,564	)	$	(7,990	)

The components of income tax expense for the years ended December 31 are as follows:

($ in thousands)	2013			2012		2011
Current	$	3,902		$	4,145	$	4,802
Deferred		(77	)		128		59
Total income tax expense	$	3,825		$	4,273	$	4,861

The Company paid income taxes of $4.2 million, $4.8 million and $4.4 million in 2013, 2012 and 2011, respectively.

A reconciliation of the statutory federal income tax rate to the effective income tax rate on income from operations for the years ended December 31 is as follows:

	2013			2012			2011
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Other		—			—			(0.1	)
Effective income tax rate		35.0	%		35.0	%		34.9	%

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Schedule IV - Reinsurance (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Gross amount	$ 1,331,597		$ 1,298,864		$ 1,266,264
Ceded to other companies	1,338,427	[1]	1,305,648	[1]	1,273,321	[1]
Assumed from other companies	6,830		6,784		7,057
Net amount
Percentage of amount assumed to net
Gross amount	389,941,404		378,467,115		364,469,564
Ceded to other companies	395,421,202	[1]	384,205,939	[1]	370,439,179	[1]
Assumed from other companies	5,479,798		5,738,824		5,969,615
Net amount
Percentage of amount assumed to net
Life and annuities
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Gross amount	1,250,623		1,201,592		1,156,434
Ceded to other companies	1,257,453	[1]	1,208,376	[1]	1,163,491	[1]
Assumed from other companies	6,830		6,784		7,057
Net amount
Percentage of amount assumed to net
Accident And Health Insurance
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Gross amount	80,974		97,272		109,830
Ceded to other companies	80,974	[1]	97,272	[1]	109,830	[1]
Net amount
Percentage of amount assumed to net

[1] No reinsurance or coinsurance income was netted against premiums ceded in 2013, 2012 or 2011.

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Schedule I - Summary of Investments Other Than Investments in Related Parties (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	$ 340,887
Fair value	346,841
Amount at which shown in the Balance Sheet	346,841
U.S. government agencies and authorities
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	70,790
Fair value	73,846
Amount at which shown in the Balance Sheet	73,846
States, municipalities and political subdivisions
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	2,499
Fair value	2,769
Amount at which shown in the Balance Sheet	2,769
Foreign government
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	4,999
Fair value	5,164
Amount at which shown in the Balance Sheet	5,164
Public utilities
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	14,960
Fair value	15,994
Amount at which shown in the Balance Sheet	15,994
All other corporate bonds
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	175,226
Fair value	175,983
Amount at which shown in the Balance Sheet	175,983
Residential mortgage-backed securities ("RMBS")
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	13,866
Fair value	14,450
Amount at which shown in the Balance Sheet	14,450
Commercial mortgage-backed securities ("CMBS")
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	2,588
Fair value	2,676
Amount at which shown in the Balance Sheet	2,676
Fixed income securities
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	284,928
Fair value	290,882
Amount at which shown in the Balance Sheet	290,882
Short-term investments
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items]
Amortized cost	55,959
Fair value	55,959
Amount at which shown in the Balance Sheet	$ 55,959

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Schedule of Net Investment Income (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income, before expense	$ 11,568	$ 12,158	$ 12,144
Investment expense	(633)	(568)	(308)
Net investment income	10,935	11,590	11,836
Fixed income securities
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income, before expense	11,545	12,138	12,133
Short-term investments
Schedule of Investment Income, Reported Amounts, by Category [Line Items]
Investment income, before expense	$ 23	$ 20	$ 11

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Schedule of Contractholder Funds Activity (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Insurance [Line Items]
Balance, beginning of year	$ 14,255,844	$ 15,489,624	$ 17,247,071
Deposits	1,109,108	1,070,374	1,007,316
Interest credited	524,801	406,805	576,331
Benefits	(353,687)	(473,329)	(459,991)
Surrenders and partial withdrawals	(1,880,495)	(1,703,966)	(2,412,295)
Contract charges	(601,609)	(558,519)	(513,068)
Net transfers from separate accounts	18,477	16,463	18,935
Other adjustments	51,676	8,392	25,325
Balance, end of year	$ 13,124,115	$ 14,255,844	$ 15,489,624

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Investments

Investments

Fixed income securities include bonds, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). Fixed income securities, which may be sold prior to their contractual maturity, are designated as available for sale and are carried at fair value. The difference between amortized cost and fair value, net of deferred income taxes, is reflected as a component of accumulated other comprehensive income. Cash received from calls, principal payments and make-whole payments is reflected as a component of proceeds from sales and cash received from maturities and pay-downs, including prepayments, is reflected as a component of investment collections within the Statements of Cash Flows.

Short-term investments, including money market funds, commercial paper and other short-term investments, are carried at fair value.

Investment income primarily consists of interest and is recognized on an accrual basis using the effective yield method. Interest income for RMBS and CMBS is determined considering estimated pay-downs, including prepayments, obtained from third party data sources and internal estimates. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For RMBS and CMBS of high credit quality with fixed interest rates, the effective yield is recalculated on a retrospective basis. For all others, the effective yield is recalculated on a prospective basis. Accrual of income is suspended for other-than-temporarily impaired fixed income securities when the timing and amount of cash flows expected to be received is not reasonably estimable.

Realized capital gains and losses include gains and losses on investment sales and write-downs in value due to other-than-temporary declines in fair value. Realized capital gains and losses on investment sales, including principal payments, are determined on a specific identification basis.

Recognition of Premium Revenues and Contract Charges, and Related Benefits and Interest Credited

Recognition of premium revenues and contract charges, and related benefits and interest credited

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, Lincoln Benefit Reinsurance Company (“LB Re”, an affiliate of the Company) and non-affiliated reinsurers (see Notes 3 and 8). Amounts reflected in the Statements of Operations and Comprehensive Income are presented net of reinsurance.

Traditional life insurance products consist principally of products with fixed and guaranteed premiums and benefits, primarily term and whole life insurance products. Premiums from these products are recognized as revenue when due from policyholders. Benefits are reflected in contract benefits and recognized in relation to premiums, so that profits are recognized over the life of the policy.

Immediate annuities with life contingencies provide insurance protection over a period that extends beyond the period during which premiums are collected. Premiums from these products are recognized as revenue when received at the inception of the contract. Benefits and expenses are recognized in relation to premiums. Profits from these policies come from investment income, which is recognized over the life of the contract.

Interest-sensitive life contracts, such as universal life and single premium life, are insurance contracts whose terms are not fixed and guaranteed. The terms that may be changed include premiums paid by the contractholder, interest credited to the contractholder account balance and contract charges assessed against the contractholder account balance. Premiums from these contracts are reported as contractholder fund deposits. Contract charges consist of fees assessed against the contractholder account balance for the cost of insurance (mortality risk), contract administration and surrender of the contract prior to contractually specified dates. These contract charges are recognized as revenue when assessed against the contractholder account balance. Contract benefits include life-contingent benefit payments in excess of the contractholder account balance.

Contracts that do not subject the Company to significant risk arising from mortality or morbidity are referred to as investment contracts. Fixed annuities, including market value adjusted annuities, equity-indexed annuities and immediate annuities without life contingencies, are considered investment contracts. Consideration received for such contracts is reported as contractholder fund deposits. Contract charges for investment contracts consist of fees assessed against the contractholder account balance for maintenance, administration and surrender of the contract prior to contractually specified dates, and are recognized when assessed against the contractholder account balance.

Interest credited to contractholder funds represents interest accrued or paid on interest-sensitive life and investment contracts. Crediting rates for certain fixed annuities and interest-sensitive life contracts are adjusted periodically by the Company to reflect current market conditions subject to contractually guaranteed minimum rates. Crediting rates for indexed life and annuities are generally based on an equity index, such as the Standard & Poor’s (“S&P”) 500 Index.

Contract charges for variable life and variable annuity products consist of fees assessed against the contractholder account balances for contract maintenance, administration, mortality, expense and surrender of the contract prior to contractually specified dates. Contract benefits incurred for variable annuity products include guaranteed minimum death, income, withdrawal and accumulation benefits.

Reinsurance

Reinsurance

The Company has reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and substantially all expenses are ceded to ALIC, LB Re and non-affiliated reinsurers (see Notes 3 and 8). Reinsurance recoverables and the related reserve for life-contingent contract benefits and contractholder funds are reported separately in the Statements of Financial Position. Reinsurance does not extinguish the Company’s primary liability under the policies written. Therefore, the Company regularly evaluates the financial condition of its reinsurers and establishes allowances for uncollectible reinsurance as appropriate.

Investment income earned on the assets that support contractholder funds and the reserve for life-contingent contract benefits is not included in the Company’s financial statements as those assets are owned and managed by ALIC under the terms of the reinsurance agreements.

Income Taxes

Income taxes

The income tax provision is calculated under the liability method. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities at the enacted tax rates. The principal assets and liabilities giving rise to such differences are unrealized capital gains and losses, accrued expenses and reinsurance recoverables. A deferred tax asset valuation allowance is established when there is uncertainty that such assets will be realized.

Reserve for Life-Contingent Contract Benefits

Reserve for life-contingent contract benefits

The reserve for life-contingent contract benefits payable under insurance policies, including traditional life insurance and life-contingent immediate annuities, is computed on the basis of long-term actuarial assumptions of future investment yields, mortality, morbidity, policy terminations and expenses. These assumptions, which for traditional life insurance are applied using the net level premium method, include provisions for adverse deviation and generally vary by characteristics such as type of coverage, year of issue and policy duration.

Contractholder Funds

Contractholder funds

Contractholder funds represent interest-bearing liabilities arising from the sale of products such as interest-sensitive life insurance and fixed annuities. Contractholder funds primarily comprise cumulative deposits received and interest credited to the contractholder less cumulative contract benefits, surrenders, withdrawals and contract charges for mortality or administrative expenses. Contractholder funds also include reserves for secondary guarantees on interest-sensitive life insurance and certain fixed annuity contracts and reserves for certain guarantees on variable annuity contracts.

Separate Accounts

Separate accounts

Separate accounts assets are carried at fair value. The assets of the separate accounts are legally segregated and available only to settle separate account contract obligations. Separate accounts liabilities represent the contractholders’ claims to the related assets and are carried at an amount equal to the separate accounts assets. Investment income and realized capital gains and losses of the separate accounts accrue directly to the contractholders and therefore are not included in the Company’s Statements of Operations and Comprehensive Income. Deposits to and surrenders and withdrawals from the separate accounts are reflected in separate accounts liabilities and are not included in cash flows.

Absent any contract provision wherein the Company provides a guarantee, variable annuity and variable life insurance contractholders bear the investment risk that the separate accounts’ funds may not meet their stated investment objectives. The risk and associated cost of these contract guarantees are ceded to ALIC in accordance with the reinsurance agreements.

Adopted Accounting Standard

Adopted accounting standard

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board issued guidance requiring expanded disclosures about the amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of significant amounts reclassified out of accumulated other comprehensive income by income statement line item but only if the amount reclassified is required under accounting principles generally accepted in the United States of America (“GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, cross-reference to other disclosures that provide additional detail about those amounts is required. The Company adopted the new guidance in 2013. The new guidance affects disclosures only and therefore had no impact on the Company’s results of operations or financial position.

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Reserve for Life-Contingent Contract Benefits and Contractholder Funds (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Reserve for Life-Contingent Contract Benefits

As of December 31, the reserve for life-contingent contract benefits consists of the following:

($ in thousands)	2013		2012
Traditional life insurance	$	1,548,134	$	1,519,650
Immediate fixed annuities		676,565		677,986
Accident and health insurance		1,324,268		1,217,648
Other		8,444		9,395
Total reserve for life-contingent contract benefits	$	3,557,411	$	3,424,679

Schedule of Key Assumptions Used In Calculation Reserve for Life-Contingent Contract Benefits

The following table highlights the key assumptions generally used in calculating the reserve for life-contingent contract benefits:

Product	Mortality	Interest rate	Estimation method
Traditional life insurance	Actual company experience plus loading	Interest rate assumptions range from 2.5% to 8.0%	Net level premium reserve method using the Company’s withdrawal experience rates; includes reserves for unpaid claims
Immediate fixed annuities	1983 individual annuity mortality table with internal modifications; 1983 individual annuity mortality table; Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 0% to 8.8%	Present value of expected future benefits based on historical experience
Accident and health insurance	Actual company experience plus loading	Interest rate assumptions range from 4.0% to 5.3%	Unearned premium; additional contract reserves for mortality risk and unpaid claims
Other: Variable annuity guaranteed minimum death benefits	Annuity 2000 mortality table with internal modifications	Interest rate assumptions range from 4.0% to 5.8%	Projected benefit ratio applied to cumulative assessments

Schedule of Contractholder Funds

As of December 31, contractholder funds consist of the following:

($ in thousands)	2013		2012
Interest-sensitive life insurance	$	5,020,265	$	4,814,410
Investment contracts:
Fixed annuities		7,803,892		9,201,641
Other investment contracts		299,958		239,793
Total contractholder funds	$	13,124,115	$	14,255,844

Schedule of Contract Provisions Related to Contractholder Funds

The following table highlights the key contract provisions relating to contractholder funds:

Product	Interest rate	Withdrawal/surrender charges
Interest-sensitive life insurance	Interest rates credited range from 0% to 10.0% for equity-indexed life (whose returns are indexed to the S&P 500) and 2.6% to 6.0% for all other products	Either a percentage of account balance or dollar amount grading off generally over 20 years
Fixed annuities	Interest rates credited range from 0% to 8.8% for immediate annuities; 0% to 7.0% for equity-indexed annuities (whose returns are indexed to the S&P 500); and 1.0% to 6.0% for all other products	Either a declining or a level percentage charge generally over ten years or less. Additionally, approximately 18.7% of fixed annuities are subject to market value adjustment for discretionary withdrawals.
Other investment contracts: Guaranteed minimum income, accumulation and withdrawal benefits on variable and fixed annuities and secondary guarantees on interest-sensitive life insurance and fixed annuities	Interest rates used in establishing reserves range from 1.7% to 10.3%	Withdrawal and surrender charges are based on the terms of the related interest-sensitive life insurance or fixed annuity contract

Schedule of Contractholder Funds Activity

Contractholder funds activity for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Balance, beginning of year	$	14,255,844		$	15,489,624		$	17,247,071
Deposits		1,109,108			1,070,374			1,007,316
Interest credited		524,801			406,805			576,331
Benefits		(353,687	)		(473,329	)		(459,991	)
Surrenders and partial withdrawals		(1,880,495	)		(1,703,966	)		(2,412,295	)
Contract charges		(601,609	)		(558,519	)		(513,068	)
Net transfers from separate accounts		18,477			16,463			18,935
Other adjustments		51,676			8,392			25,325
Balance, end of year	$	13,124,115		$	14,255,844		$	15,489,624

Summary of Variable Annuity Contracts with Guarantees

The table below presents information regarding the Company’s variable annuity contracts with guarantees. The Company’s variable annuity contracts may offer more than one type of guarantee in each contract; therefore, the sum of amounts listed exceeds the total account balances of variable annuity contracts’ separate accounts with guarantees.

	December 31,
($ in millions)	2013		2012
In the event of death
Separate account value	$	877.0	$	926.1
Net amount at risk(1)	$	63.2	$	101.6
Average attained age of contractholders		59 years		59 years
At annuitization (includes income benefit guarantees)
Separate account value	$	170.5	$	168.1
Net amount at risk(2)	$	16.6	$	29.6
Weighted average waiting period until annuitization options available		None		1 year
For cumulative periodic withdrawals
Separate account value	$	21.8	$	24.8
Net amount at risk(3)	$	0.1	$	0.2
Accumulation at specified dates
Separate account value	$	151.1	$	172.0
Net amount at risk(4)	$	7.3	$	13.7
Weighted average waiting period until guarantee date		6 years		7 years

⁽¹⁾  Defined as the estimated current guaranteed minimum death benefit in excess of the current account balance as of the balance sheet date.

⁽²⁾  Defined as the estimated present value of the guaranteed minimum annuity payments in excess of the current account balance.

⁽³⁾  Defined as the estimated current guaranteed minimum withdrawal balance (initial deposit) in excess of the current account balance as of the balance sheet date.

⁽⁴⁾  Defined as the estimated present value of the guaranteed minimum accumulation balance in excess of the current account balance.

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Schedule of Contractholder Funds (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Policyholder Contract Deposits By Product [Line Items]
Contractholder funds	$ 13,124,115	$ 14,255,844	$ 15,489,624	$ 17,247,071
Interest-sensitive life insurance
Policyholder Contract Deposits By Product [Line Items]
Contractholder funds	5,020,265	4,814,410
Fixed annuities
Policyholder Contract Deposits By Product [Line Items]
Contractholder funds	7,803,892	9,201,641
Other investment contracts
Policyholder Contract Deposits By Product [Line Items]
Contractholder funds	$ 299,958	$ 239,793

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Schedule of Rollforward of Level Three Assets and Liabilities Held at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 assets, Balance at beginning of period	$ 312		$ 2,919		$ 9,648
Level 3 assets, Total gains (losses) included in net income					(4)	[1]
Level 3 assets, Total gains (losses) included in OCI					42
Level 3 assets, Transfers into Level 3
Level 3 assets, Transfers out of Level 3			(2,321)		(15,643)
Level 3 liabilities, Balance at beginning of period	(314,926)		(506,678)		(494,149)
Level 3 liabilities, Total gains (losses) included in net income	43,244	[2]	131,054	[3]	(110,951)	[1]
Level 3 liabilities, Total gains (losses) included in OCI
Level 3 liabilities, Transfers into Level 3
Level 3 liabilities, Transfers out of Level 3
Level 3 assets, Purchases					10,000
Level 3 assets, Sales
Level 3 assets, Issues
Level 3 assets, Settlements	(312)		(286)		(1,124)
Level 3 assets, Balance at end of period			312		2,919
Level 3 liabilities, Purchases
Level 3 liabilities, Sales
Level 3 liabilities, Issues	(6,621)		(11,024)		(55,559)
Level 3 liabilities, Settlements	10,444		71,722		153,981
Level 3 liabilities, Balance at end of period	(267,859)		(314,926)		(506,678)
Corporate
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 assets, Balance at beginning of period	312		598		852
Level 3 assets, Total gains (losses) included in OCI					199
Level 3 assets, Transfers into Level 3
Level 3 assets, Transfers out of Level 3					(10,199)
Level 3 assets, Purchases					10,000
Level 3 assets, Sales
Level 3 assets, Issues
Level 3 assets, Settlements	(312)		(286)		(254)
Level 3 assets, Balance at end of period			312		598
Residential mortgage-backed securities ("RMBS")
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 assets, Balance at beginning of period			2,321		6,880
Level 3 assets, Total gains (losses) included in net income					(4)	[1]
Level 3 assets, Total gains (losses) included in OCI					(108)
Level 3 assets, Transfers into Level 3
Level 3 assets, Transfers out of Level 3			(2,321)		(3,577)
Level 3 assets, Sales
Level 3 assets, Issues
Level 3 assets, Settlements					(870)
Level 3 assets, Balance at end of period					2,321
Commercial mortgage-backed securities ("CMBS")
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 assets, Balance at beginning of period					1,916
Level 3 assets, Total gains (losses) included in OCI					(49)
Level 3 assets, Transfers into Level 3
Level 3 assets, Transfers out of Level 3					(1,867)
Level 3 assets, Sales
Level 3 assets, Issues
Derivatives embedded in life and annuity contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 liabilities, Balance at beginning of period	(314,926)		(506,678)		(494,149)
Level 3 liabilities, Total gains (losses) included in net income	43,244	[2]	131,054	[3]	(110,951)	[1]
Level 3 liabilities, Total gains (losses) included in OCI
Level 3 liabilities, Transfers into Level 3
Level 3 liabilities, Transfers out of Level 3
Level 3 liabilities, Purchases
Level 3 liabilities, Sales
Level 3 liabilities, Issues	(6,621)		(11,024)
Level 3 liabilities, Settlements	10,444		71,722
Level 3 liabilities, Balance at end of period	$ (267,859)		$ (314,926)		$ (506,678)

[1] The amount attributable to fixed income securities is reported in the Statements of Operations and Comprehensive Income as net investment income. The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $(106.6) million in interest credited to contractholder funds and $(4.3) million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

[2] The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $33.0 million in interest credited to contractholder funds and $10.2 million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

[3] The amount attributable to derivatives embedded in life and annuity contracts is reported as follows: $125.9 million in interest credited to contractholder funds and $5.1 million in contract benefits. These amounts are ceded in accordance with the Company's reinsurance agreements.

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Statement of Shareholders' Equity (USD $) In Thousands	Total	Common stock	Additional capital paid-in	Retained income	Accumulated other comprehensive income
Balance at Dec. 31, 2010				$ 133,222	$ 10,145
Net income	9,050			9,050
Change in unrealized net capital gains and losses	3,411				3,411
Balance at Dec. 31, 2011	338,328	2,500	180,000	142,272	13,556
Net income	7,943			7,943
Change in unrealized net capital gains and losses	247				247
Balance at Dec. 31, 2012	346,518	2,500	180,000	150,215	13,803
Net income	7,110			7,110
Change in unrealized net capital gains and losses	(9,933)				(9,933)
Balance at Dec. 31, 2013	$ 343,695	$ 2,500	$ 180,000	$ 157,325	$ 3,870

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Investments

12 Months Ended

Dec. 31, 2013

Investments

4. Investments

Fair values

The amortized cost, gross unrealized gains and losses and fair value for fixed income securities are as follows:

	Amortized cost		Gross unrealized					Fair value
($ in thousands)			Gains		Losses
December 31, 2013
U.S. government and agencies	$	70,790	$	3,113	$	(57	)	$	73,846
Municipal		2,499		270		—			2,769
Corporate		190,186		5,784		(3,993	)		191,977
Foreign government		4,999		165		—			5,164
RMBS		13,866		584		—			14,450
CMBS		2,588		88		—			2,676
Total fixed income securities	$	284,928	$	10,004	$	(4,050	)	$	290,882
December 31, 2012
U.S. government and agencies	$	86,428	$	5,659	$	—		$	92,087
Municipal		2,499		401		—			2,900
Corporate		178,824		13,173		(29	)		191,968
Foreign government		4,999		265		—			5,264
RMBS		28,239		1,498		—			29,737
CMBS		8,335		268		—			8,603
Total fixed income securities	$	309,324	$	21,264	$	(29	)	$	330,559

Scheduled maturities

The scheduled maturities for fixed income securities are as follows as of December 31, 2013:

($ in thousands)	Amortized cost		Fair value
Due in one year or less	$	35,518	$	35,883
Due after one year through five years		110,661		116,264
Due after five years through ten years		111,316		111,036
Due after ten years		10,979		10,573
		268,474		273,756
RMBS and CMBS		16,454		17,126
Total	$	284,928	$	290,882

Actual maturities may differ from those scheduled as a result of calls and make-whole payments by the issuers. RMBS and CMBS are shown separately because of the potential for prepayment of principal prior to contractual maturity dates.

Net investment income

Net investment income for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	11,545		$	12,138		$	12,133
Short-term investments		23			20			11
Investment income, before expense		11,568			12,158			12,144
Investment expense		(633	)		(568	)		(308	)
Net investment income	$	10,935		$	11,590		$	11,836

Realized capital gains and losses

Realized capital gains and losses netted to zero in 2013 with gains from sales offsetting impairment write-downs. The Company recognized realized capital gains of $626 thousand and $2.1 million in 2012 and 2011, respectively. Realized capital gains and losses in 2013, 2012 and 2011 included $2 thousand, $19 thousand and $12 thousand, respectively, of other-than-temporary impairment losses related to RMBS, none of which were included in other comprehensive income. No other-than-temporary impairment losses were included in accumulated other comprehensive income as of December 31, 2013 or 2012.

Gross gains of $3 thousand, $645 thousand and $1.9 million and gross losses of $1 thousand, zero and $3 thousand were realized on sales of fixed income securities during 2013, 2012 and 2011, respectively.

Unrealized net capital gains and losses

Unrealized net capital gains and losses included in accumulated other comprehensive income are as follows:

	Fair Value		Gross unrealized					Unrealized net gains
($ in thousands)			Gains		Losses
December 31, 2013
Fixed income securities	$	290,882	$	10,004	$	(4,050	)	$	5,954
Short-term investments		55,959		1		(1	)		—
Unrealized net capital gains and losses, pre-tax									5,954
Deferred income taxes									(2,084	)
Unrealized net capital gains and losses, after-tax								$	3,870

	Fair value		Gross unrealized					Unrealized  net gains
December 31, 2012			Gains		Losses
Fixed income securities	$	330,559	$	21,264	$	(29	)	$	21,235
Short-term investments		24,203		1		—			1
Unrealized net capital gains and losses, pre-tax									21,236
Deferred income taxes									(7,433	)
Unrealized net capital gains and losses, after-tax								$	13,803

Change in unrealized net capital gains and losses

The change in unrealized net capital gains and losses for the years ended December 31 is as follows:

($ in thousands)	2013			2012			2011
Fixed income securities	$	(15,281	)	$	380		$	5,247
Short-term investments		(1	)		1			—
Total		(15,282	)		381			5,247
Deferred income taxes		5,349			(134	)		(1,836	)
(Decrease) increase in unrealized net capital gains and losses, after-tax	$	(9,933	)	$	247		$	3,411

Portfolio monitoring

The Company has a comprehensive portfolio monitoring process to identify and evaluate each fixed income security whose carrying value may be other-than-temporarily impaired.

For each fixed income security in an unrealized loss position, the Company assesses whether management with the appropriate authority has made the decision to sell or whether it is more likely than not the Company will be required to sell the security before recovery of the amortized cost basis for reasons such as liquidity, contractual or regulatory purposes. If a security meets either of these criteria, the security’s decline in fair value is considered other than temporary and is recorded in earnings.

If the Company has not made the decision to sell the fixed income security and it is not more likely than not the Company will be required to sell the fixed income security before recovery of its amortized cost basis, the Company evaluates whether it expects to receive cash flows sufficient to recover the entire amortized cost basis of the security. The Company calculates the estimated recovery value by discounting the best estimate of future cash flows at the security’s original or current effective rate, as appropriate, and compares this to the amortized cost of the security. If the Company does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the fixed income security, the credit loss component of the impairment is recorded in earnings, with the remaining amount of the unrealized loss related to other factors recognized in other comprehensive income.

The Company’s portfolio monitoring process includes a quarterly review of all securities to identify instances where the fair value of a security compared to its amortized cost is below established thresholds. The process also includes the monitoring of other impairment indicators such as ratings, ratings downgrades and payment defaults. The securities identified, in addition to other securities for which the Company may have a concern, are evaluated for potential other-than-temporary impairment using all reasonably available information relevant to the collectability or recovery of the security. Inherent in the Company’s evaluation of other-than-temporary impairment for these fixed income securities are assumptions and estimates about the financial condition and future earnings potential of the issue or issuer. Some of the factors that may be considered in evaluating whether a decline in fair value is other than temporary are: 1) the financial condition, near-term and long-term prospects of the issue or issuer, including relevant industry specific market conditions and trends, geographic location and implications of rating agency actions and offering prices; 2) the specific reasons that a security is in an unrealized loss position, including overall market conditions which could affect liquidity; and 3) the length of time and extent to which the fair value has been less than amortized cost.

The following table summarizes the gross unrealized losses and fair value of fixed income securities by the length of time that individual securities have been in a continuous unrealized loss position.

	Less than 12 months							12 months or more							Total unrealized losses
($ in thousands)	Number of issues		Fair value		Unrealized losses			Number of issues		Fair value		Unrealized losses
December 31, 2013
U.S. government and agencies		1	$	4,942	$	(57	)		—	$	—	$	—		$	(57	)
Corporate		23		75,754		(3,795	)		1		1,770		(198	)		(3,993	)
Total		24	$	80,696	$	(3,852	)		1	$	1,770	$	(198	)	$	(4,050	)
December 31, 2012
Corporate		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)
Total		1	$	1,936	$	(29	)		—	$	—	$	—		$	(29	)

As of December 31, 2013, $4.1 million of unrealized losses are related to investment grade securities with an unrealized loss position less than 20% of amortized cost, the degree of which suggests that these securities do not pose a high risk of being other-than-temporarily impaired. Investment grade is defined as a security having a rating of Aaa, Aa, A or Baa from Moody’s, a rating of AAA, AA, A or BBB from S&P, Fitch, Dominion, Kroll or Realpoint, a rating of aaa, aa, a or bbb from A.M. Best, or a comparable internal rating if an externally provided rating is not available. Unrealized losses on investment grade securities are principally related to increasing risk-free interest rates or widening credit spreads since the time of initial purchase.

As of December 31, 2013, the Company has not made the decision to sell and it is not more likely than not the Company will be required to sell fixed income securities with unrealized losses before recovery of the amortized cost basis.

Municipal bonds

All of the municipal bond issuers represented in the Company’s municipal bond portfolio were in Washington as of both December 31, 2013 and 2012.

Concentration of credit risk

As of December 31, 2013, the Company is not exposed to any credit concentration risk of a single issuer and its affiliates greater than 10% of the Company’s shareholder’s equity.

Other investment information

As of December 31, 2013, fixed income securities and short-term investments with a carrying value of $9.4 million were on deposit with regulatory authorities as required by law.

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Components of Deferred Income Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred assets
Reinsurance recoverables	$ 497
Other assets	4
Total deferred assets	501
Deferred liabilities
Unrealized net capital gains	(2,084)	(7,433)
Accrued expenses	(981)	(524)
Other liabilities		(33)
Total deferred liabilities	(3,065)	(7,990)
Net deferred liability	$ (2,564)	$ (7,990)

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Reinsurance (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Effects of Reinsurance on Premiums and Contract Charges

The effects of reinsurance on premiums and contract charges for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,331,597		$	1,298,864		$	1,266,264
Assumed		6,830			6,784			7,057
Ceded:
Affiliate		(962,576	)		(908,459	)		(833,149	)
Non-affiliate		(375,851	)		(397,189	)		(440,172	)
Premiums and contract charges, net of reinsurance	$	—		$	—		$	—

Schedule of Effects of Reinsurance on Interest Credited to Contractholder Funds, Contract Benefits and Expenses

The effects of reinsurance on interest credited to contractholder funds, contract benefits and expenses for the years ended December 31 are as follows:

($ in thousands)	2013			2012			2011
Direct	$	1,938,015		$	1,882,714		$	1,893,124
Assumed		8,180			9,167			7,337
Ceded:
Affiliate		(1,505,010	)		(1,369,305	)		(1,408,953	)
Non-affiliate		(441,185	)		(522,576	)		(491,508	)
Interest credited to contractholder funds, contract benefits and expenses, net of reinsurance	$	—		$	—		$	—

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Summary of Gross Unrealized Losses and Fair Value of Fixed Income by Length of Time (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Securities	Dec. 31, 2012 Securities
Schedule of Investments [Line Items]
Number of issues, continuous unrealized loss position for less than 12 months	24	1
Fair value, continuous unrealized loss position for less than 12 months	$ 80,696	$ 1,936
Unrealized losses, continuous unrealized loss position for less than 12 months	(3,852)	(29)
Number of issues, continuous unrealized loss position for 12 months or more	1
Fair value, continuous unrealized loss position for 12 months or more	1,770
Unrealized losses, continuous unrealized loss position for 12 months or more	(198)
Total unrealized losses	(4,050)	(29)
U.S. government agencies and authorities
Schedule of Investments [Line Items]
Number of issues, continuous unrealized loss position for less than 12 months	1
Fair value, continuous unrealized loss position for less than 12 months	4,942
Unrealized losses, continuous unrealized loss position for less than 12 months	(57)
Total unrealized losses	(57)
Corporate
Schedule of Investments [Line Items]
Number of issues, continuous unrealized loss position for less than 12 months	23	1
Fair value, continuous unrealized loss position for less than 12 months	75,754	1,936
Unrealized losses, continuous unrealized loss position for less than 12 months	(3,795)	(29)
Number of issues, continuous unrealized loss position for 12 months or more	1
Fair value, continuous unrealized loss position for 12 months or more	1,770
Unrealized losses, continuous unrealized loss position for 12 months or more	(198)
Total unrealized losses	$ (3,993)	$ (29)

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Reinsurance

12 Months Ended

Dec. 31, 2013

Reinsurance

LINCOLN BENEFIT LIFE COMPANY

SCHEDULE IV - REINSURANCE

($ in thousands)	Gross amount		Ceded to other companies (1)		Assumed from other companies		Net amount		Percentage of amount assumed to net
Year ended December 31, 2013
Life insurance in force	$	389,941,404	$	395,421,202	$	5,479,798	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,250,623	$	1,257,453	$	6,830	$	—		—	%
Accident and health insurance		80,974		80,974		—		—		—	%
	$	1,331,597	$	1,338,427	$	6,830	$	—		—	%
Year ended December 31, 2012
Life insurance in force	$	378,467,115	$	384,205,939	$	5,738,824	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,201,592	$	1,208,376	$	6,784	$	—		—	%
Accident and health insurance		97,272		97,272		—		—		—	%
	$	1,298,864	$	1,305,648	$	6,784	$	—		—	%
Year ended December 31, 2011
Life insurance in force	$	364,469,564	$	370,439,179	$	5,969,615	$	—		—	%
Premiums and contract charges:
Life and annuities	$	1,156,434	$	1,163,491	$	7,057	$	—		—	%
Accident and health insurance		109,830		109,830		—		—		—	%
	$	1,266,264	$	1,273,321	$	7,057	$	—		—	%

⁽¹⁾  No reinsurance or coinsurance income was netted against premiums ceded in 2013, 2012 or 2011.