Consultant Solutions

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

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

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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,

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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 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.

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.

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.

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.

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

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.

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

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.

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

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

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.

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 included in accumulated other comprehensive income are as follows:

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

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.

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.

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.

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.

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.

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:

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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

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

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.

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.

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:

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

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.

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.

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:

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

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:

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.

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.

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

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

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:

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:

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

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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.

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

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.

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.

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 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.

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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:

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

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.

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.

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.

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.

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 -

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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 (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.

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.

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.

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.

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.

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:

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

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.

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

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.

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.

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:

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.

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.

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.

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:

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.

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

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.

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.

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

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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:

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.

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.

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 se², LLC, of 5801 SW 6th Avenue,

Topeka, Kansas 66636, whereby se², LLC provides certain business process outsourcing services with respect to the Contracts. se², LLC 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: NTT DATA Process Services, LLC (administrative services) located at PO Box 4201, Boston, MA 02211; 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; Venio LLC, d/b/a Keane (lost shareholder search) located at PO Box 1508, Southeastern, PA 19399-1508; 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, LLC, 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:


THE CONSULTANT SOLUTIONS VARIABLE ANNUITIES
(CLASSIC, PLUS, ELITE, SELECT)

LINCOLN BENEFIT LIFE COMPANY
STREET ADDRESS: 5801 SW 6TH AVE. TOPEKA, KS 66606-0001
MAILING ADDRESS: P.O. BOX 758561, TOPEKA, KS 66675-8561
TELEPHONE NUMBER: 800-457-7617 / FAX NUMBER: 1-785-228-4584
1940 ACT FILE NUMBER: 811-07924
1933 ACT FILE NUMBER: 333-109688
                                                   PROSPECTUS DATED MAY 1, 2014
--------------------------------------------------------------------------------

Lincoln Benefit Life Company ("LINCOLN BENEFIT") is the issuer of the following
individual and group flexible premium deferred variable annuity contracts
(each, a "CONTRACT"):

   .   CONSULTANT SOLUTIONS CLASSIC

   .   CONSULTANT SOLUTIONS PLUS

   .   CONSULTANT SOLUTIONS ELITE

   .   CONSULTANT SOLUTIONS SELECT

EFFECTIVE NOVEMBER 30, 2006, THIS PRODUCT IS NO LONGER BEING OFFERED FOR SALE.

This prospectus contains information about each Contract that you should know
before investing. Please keep it for future reference. Not all Contracts may be
available in all states or through your sales representative. Please check with
your sales representative for details.

Each Contract currently offers several investment alternatives ("INVESTMENT
ALTERNATIVES"). The Investment Alternatives include up to 2 fixed account
options ("FIXED ACCOUNT OPTIONS"), depending on the Contract, and include 46*
variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Lincoln Benefit Life
Variable Annuity Account ("VARIABLE ACCOUNT"). Each Variable Sub-account
invests exclusively in shares of the following underlying funds ("FUNDS"):

 INVESCO VARIABLE INSURANCE FUNDS
                                        PIMCO VARIABLE INSURANCE TRUST
 THE ALGER PORTFOLIOS
                                        THE RYDEX VARIABLE TRUST
 FIDELITY(R) VARIABLE INSURANCE
   PRODUCTS                             T. ROWE PRICE EQUITY SERIES, INC.

 JANUS ASPEN SERIES                     VAN ECK VIP TRUST

 LEGG MASON PARTNERS VARIABLE EQUITY    THE UNIVERSAL INSTITUTIONAL FUNDS,
   TRUST                                  INC.

 LEGG MASON PARTNERS VARIABLE INCOME
   TRUST

 MFS(R) VARIABLE INSURANCE TRUST/(SM)/

 OPPENHEIMER VARIABLE ACCOUNT FUNDS

*  Certain Variable Sub-Accounts are closed to Contract owners not invested in
   the specified Variable Sub-Accounts by a designated date. Please see pages
   34-36 for more information.

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

For CONSULTANT SOLUTIONS PLUS CONTRACTS, each time you make a purchase payment,
we will add to your Contract value ("CONTRACT VALUE") a credit enhancement
("CREDIT ENHANCEMENT") of up to 5% (depending on the issue age and your total
purchase payments) of such purchase payment. Expenses for this Contract may be
higher than a Contract without the Credit Enhancement. Over time, the amount of
the Credit Enhancement may be more than offset by the fees associated with the
Credit Enhancement.

WE (Lincoln Benefit) have filed a Statement of Additional Information, dated
May 1, 2014, with the Securities and Exchange Commission ("SEC"). It contains
more information about each Contract and is incorporated herein by reference,
which means that it is legally a part of this prospectus. Its table of contents
appears on page 76 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.

                               1     PROSPECTUS


TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                           PAGE
                -----------------------------------------------
                OVERVIEW
                -----------------------------------------------
                   Important Terms                           4
                -----------------------------------------------
                   Overview of Contracts                     5
                -----------------------------------------------
                   The Contracts at a Glance                 6
                -----------------------------------------------
                   How the Contracts Work                   10
                -----------------------------------------------
                   Expense Tables                           11
                -----------------------------------------------
                   Financial Information                    15
                -----------------------------------------------
                CONTRACT FEATURES
                -----------------------------------------------
                   The Contracts                            15
                -----------------------------------------------
                   Purchases                                17
                -----------------------------------------------
                   Contract Loans for 403(b) Contracts      19
                -----------------------------------------------
                   Contract Value                           20
                -----------------------------------------------
                   Investment Alternatives                  34
                -----------------------------------------------
                     The Variable Sub-accounts              34
                -----------------------------------------------
                     The Fixed Account Options              38
                -----------------------------------------------
                     Transfers                              42
                -----------------------------------------------
                   Expenses                                 45
                -----------------------------------------------
                   Access to Your Money                     50
                -----------------------------------------------
                                                                 PAGE
          -----------------------------------------------------------
             Income Payments                                      51
          -----------------------------------------------------------
             Death Benefits                                       56
          -----------------------------------------------------------
          OTHER INFORMATION
          -----------------------------------------------------------
             More Information                                     63
          -----------------------------------------------------------
             Taxes                                                67
          -----------------------------------------------------------
             About Lincoln Benefit Life Company                   75
          -----------------------------------------------------------
          STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS   76
          -----------------------------------------------------------
          APPENDIX A - CONTRACT COMPARISON CHART                  77
          -----------------------------------------------------------
          APPENDIX B - MARKET VALUE ADJUSTMENT                    78
          -----------------------------------------------------------
          APPENDIX C - EXAMPLE OF CALCULATION OF INCOME
           PROTECTION BENEFIT                                     80
          -----------------------------------------------------------
          APPENDIX D - WITHDRAWAL ADJUSTMENT EXAMPLE - DEATH
           BENEFITS                                               81
          -----------------------------------------------------------
          APPENDIX E - CALCULATION OF ENHANCED EARNINGS DEATH
           BENEFIT                                                82
          -----------------------------------------------------------
          APPENDIX F - WITHDRAWAL ADJUSTMENT EXAMPLE -
           ACCUMULATION BENEFIT                                   84
          -----------------------------------------------------------
          APPENDIX G - SUREINCOME WITHDRAWAL BENEFIT OPTION
           CALCULATION EXAMPLES                                   85
          -----------------------------------------------------------
          APPENDIX H - ACCUMULATION UNIT VALUES                   87
          -----------------------------------------------------------

                               3     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.
                                                          PAGE
                 ---------------------------------------------
                 AB Factor                                 22
                 ---------------------------------------------
                 Accumulation Benefit                      22
                 ---------------------------------------------
                 TrueReturn Accumulation Benefit Option    21
                 ---------------------------------------------
                 Accumulation Phase                        10
                 ---------------------------------------------
                 Accumulation Unit                         15
                 ---------------------------------------------
                 Accumulation Unit Value                   15
                 ---------------------------------------------
                 Annual Increase Death Benefit Option       7
                 ---------------------------------------------
                 Annuitant                                 16
                 ---------------------------------------------
                 Automatic Additions Program               17
                 ---------------------------------------------
                 Automatic Portfolio Rebalancing Program   44
                 ---------------------------------------------
                 Beneficiary                               16
                 ---------------------------------------------
                 Benefit Base                              22
                 ---------------------------------------------
                 Benefit Payment                           29
                 ---------------------------------------------
                 Benefit Payment Remaining                 29
                 ---------------------------------------------
                 Benefit Year                              28
                 ---------------------------------------------
                 Co-Annuitant                              16
                 ---------------------------------------------
                 *Contract                                 15
                 ---------------------------------------------
                 Contract Anniversary                       7
                 ---------------------------------------------
                 Contract Owner ("You")                    15
                 ---------------------------------------------
                 Contract Value                            20
                 ---------------------------------------------
                 Contract Year                              7
                 ---------------------------------------------
                 Credit Enhancement                        18
                 ---------------------------------------------
                 Dollar Cost Averaging Program             44
                 ---------------------------------------------
                 Due Proof of Death                        57
                 ---------------------------------------------
                 Enhanced Earnings Death Benefit Option    59
                 ---------------------------------------------
                 Excess of Earnings Withdrawal             59
                 ---------------------------------------------
                 Fixed Account Options                     38
                 ---------------------------------------------
                 Free Withdrawal Amount                    48
                 ---------------------------------------------
                 Funds                                      1
                 ---------------------------------------------
                 Guarantee Period Account                  39
                 ---------------------------------------------
                 Guarantee Options                         21
                 ---------------------------------------------
                 Income Plan                               51
                 ---------------------------------------------
                 Income Protection Benefit Option          54
                 ---------------------------------------------
                 In-Force Earnings                         59
                 ---------------------------------------------
                 In-Force Premium                          59
                 ---------------------------------------------
                                                                 PAGE
           ----------------------------------------------------------
           Investment Alternatives                                34
           ----------------------------------------------------------
           IRA Contract                                            7
           ----------------------------------------------------------
           Issue Date                                             10
           ----------------------------------------------------------
           Lincoln Benefit ("We")                                 63
           ----------------------------------------------------------
           Market Value Adjustment                                41
           ----------------------------------------------------------
           Maximum Anniversary Value (MAV) Death Benefit Option   57
           ----------------------------------------------------------
           Payout Phase                                           10
           ----------------------------------------------------------
           Payout Start Date                                      10
           ----------------------------------------------------------
           Payout Withdrawal                                      53
           ----------------------------------------------------------
           Portfolios                                             64
           ----------------------------------------------------------
           Qualified Contracts                                    62
           ----------------------------------------------------------
           Return of Premium ("ROP") Death Benefit                57
           ----------------------------------------------------------
           Rider Application Date                                  7
           ----------------------------------------------------------
           Rider Anniversary                                      21
           ----------------------------------------------------------
           Rider Date                                             21
           ----------------------------------------------------------
           Rider Fee                                               7
           ----------------------------------------------------------
           Rider Maturity Date                                    21
           ----------------------------------------------------------
           Rider Period                                           21
           ----------------------------------------------------------
           Rider Trade-In Option                                  27
           ----------------------------------------------------------
           Right to Cancel                                        19
           ----------------------------------------------------------
           SEC                                                     1
           ----------------------------------------------------------
           Settlement Value                                       57
           ----------------------------------------------------------
           Spousal Protection Benefit (Co-Annuitant) Option       47
           ----------------------------------------------------------
           Standard Fixed Account Option                          39
           ----------------------------------------------------------
           SureIncome Withdrawal Benefit Option                   28
           ----------------------------------------------------------
           Systematic Withdrawal Program                          51
           ----------------------------------------------------------
           Tax Qualified Contracts                                70
           ----------------------------------------------------------
           Transfer Period Account                                32
           ----------------------------------------------------------
           Trial Examination Period                                6
           ----------------------------------------------------------
           TrueBalance/SM/ Asset Allocation Program               36
           ----------------------------------------------------------
           Withdrawal Benefit Factor                              29
           ----------------------------------------------------------
           Withdrawal Benefit Payout Phase                        30
           ----------------------------------------------------------
           Valuation Date                                         18
           ----------------------------------------------------------
           Variable Account                                       64
           ----------------------------------------------------------
           Variable Sub-account                                   34
           ----------------------------------------------------------
* In certain states a Contract may be 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. References to "Contract" also include all four
Contracts listed on the cover page of this prospectus, unless otherwise noted.
However, we administer each Contract separately.

                               4     PROSPECTUS

THE CONTRACTS AT A GLANCE
--------------------------------------------------------------------------------

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

FLEXIBLE PAYMENTS WE ARE NO LONGER OFFERING NEW CONTRACTS. You can add to your Contract as often
and as much as you like, but each subsequent payment must be at least $1,000
($100 for automatic payments).

We reserve the right to accept a lesser initial purchase payment amount for
each Contract. We may limit the cumulative amount of purchase payments to a
maximum of $1,000,000 in any Contract. You must maintain a minimum Contract
Value of $1,000.

For CONSULTANT SOLUTIONS PLUS CONTRACTS, each time you make a purchase payment,
we will add to your Contract Value a Credit Enhancement of up to 5% of such
purchase payment.
----------------------------------------------------------------------------------------------------------
TRIAL EXAMINATION PERIOD You may cancel your Contract within 20 days of receipt or any longer period as
your state may require ("TRIAL EXAMINATION 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, including the deduction of mortality and expense risk charges
and administrative expense charges. If you cancel your Contract during the
Trial Examination Period, the amount we refund to you will not include any
Credit Enhancement. The amount you receive will be less applicable federal and
state income tax withholding. See "Trial Examination Period" for details.
----------------------------------------------------------------------------------------------------------
EXPENSES Each Portfolio pays expenses that you will bear indirectly if you invest in a
Variable Sub-account. You also will bear the following expenses:

CONSULTANT SOLUTIONS CLASSIC CONTRACTS

. Annual mortality and expense risk charge equal to 1.25% of average daily
net assets.

. Withdrawal charges ranging from 0% to 7% of purchase payments withdrawn.

CONSULTANT SOLUTIONS PLUS CONTRACTS

. Annual mortality and expense risk charge equal to 1.45% of average daily
net assets.

. Withdrawal charges ranging from 0% to 8.5% of purchase payments withdrawn.

CONSULTANT SOLUTIONS ELITE CONTRACTS

. Annual mortality and expense risk charge equal to 1.60% of average daily
net assets.

. Withdrawal charges ranging from 0% to 7% of purchase payments withdrawn.

CONSULTANT SOLUTIONS SELECT CONTRACTS

. Annual mortality and expense risk charge equal to 1.70% of average daily
net assets.

. No withdrawal charges.

6 PROSPECTUS


  ALL CONTRACTS

  .   Annual administrative expense charge of 0.10% average daily net assets (up
      to 0.25% for future Contracts).

  .   Annual contract maintenance charge of $40 (reduced to $30 if Contract Value
      is at least $2000, and waived in certain cases).

  .   If you select the MAXIMUM ANNIVERSARY VALUE (MAV) ENHANCED DEATH BENEFIT
      OPTION ("MAV DEATH BENEFIT OPTION") you will pay an additional mortality
      and expense risk charge of 0.20% (up to 0.50% for Options added in the
      future).

  .   If you select the Annual Increase Enhanced Death Benefit Option ("ANNUAL
      INCREASE DEATH BENEFIT OPTION"), you will pay an additional mortality and
      expense risk charge of 0.30% (up to 0.50% for options added in the future).

  .   If you select the ENHANCED EARNINGS DEATH BENEFIT OPTION you will pay an
      additional mortality and expense risk charge of 0.25% or 0.40% (up to 0.35%
      or 0.50% for Options added in the future) depending on the age of the
      oldest Owner, the Co-Annuitant, and/or oldest Annuitant on the date we
      receive the completed application or request to add the benefit, whichever
      is later ("RIDER APPLICATION DATE").

  .   If you select the TRUERETURN ACCUMULATION BENEFIT OPTION you would pay an
      additional annual fee ("RIDER FEE") of 0.50% (up to 1.25% for Options added
      in the future) of the BENEFIT BASE in effect on each Contract anniversary
      ("CONTRACT ANNIVERSARY") during the Rider Period. You may not select the
      TrueReturn Accumulation Benefit Option together with the SureIncome
      Withdrawal Benefit Option.

  .   If you select the SUREINCOME WITHDRAWAL BENEFIT OPTION ("SUREINCOME
      OPTION") you would pay an additional annual fee ("SUREINCOME OPTION FEE")
      of 0.50% (up to 1.25% for Options added in the future) of the BENEFIT BASE
      on each Contract Anniversary (See the SureIncome Option Fee section). You
      may not select the SureIncome Option together with the TrueReturn
      Accumulation Benefit Option.

  .   If you select the INCOME PROTECTION BENEFIT OPTION you will pay an
      additional mortality and expense risk charge of 0.50% (up to 0.75% for
      Options added in the future) during the Payout Phase of your Contract.

  .   If you select the SPOUSAL PROTECTION BENEFIT (CO-ANNUITANT) OPTION you
      would pay an additional annual fee ("RIDER FEE") of 0.10% (up to 0.15% for
      Options added in the future) of the Contract Value ("CONTRACT VALUE") on
      each Contract Anniversary. This Option is available only for Individual
      Retirement Annuity ("IRA") Contracts qualified under Section 408 of the
      Internal Revenue Code. For Contracts purchased on or after May 1, 2005, we
      may discontinue offering the Spousal Protection Benefit (Co-Annuitant)
      Option at any time. NO RIDER FEE IS CHARGED FOR THE SPOUSAL PROTECTION
      BENEFIT (CO-ANNUITANT) OPTION FOR CONTRACT OWNERS WHO ADDED THE OPTION
      PRIOR TO MAY 1, 2005.

  .   Transfer fee equal to 1.00% (subject to increase to up to 2.00%) of the
      amount transferred after the 12/th/ transfer in any Contract Year
      ("CONTRACT YEAR"), but not more than $25. A Contract Year is measured from
      the date we issue your Contract or a Contract Anniversary.

  .   State premium tax (if your state imposes one)

  .   NOT ALL OPTIONS ARE AVAILABLE IN ALL STATES

  .   WE MAY DISCONTINUE OFFERING ANY OF THESE OPTIONS AT ANY TIME.
----------------------------------------------------------------------------------

                               7     PROSPECTUS

---------------------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVES Each Contract offers several investment alternatives including:

. up to 2 Fixed Account Options that credit interest at rates we guarantee,
and

. 46 Variable Sub-accounts investing in Portfolios offering professional
money management by these investment advisers:

. Invesco Advisers, Inc.

. Fred Alger Management, Inc.

. Fidelity Management & Research Company

. Janus Capital Management LLC

. MFS(TM) Investment Management

. OppenheimerFunds, Inc.

. Pacific Investment Management Company LLC

. Guggenheim Investments

. Legg Mason Partners Fund Advisor, LLC

. T. Rowe Price Associates, Inc.

. Van Eck Associates Corporation

. Morgan Stanley Investment Management Inc.

Not all Fixed Account Options are available in all states or with all Contracts.

To find out current rates being paid on the Fixed Account Option(s), or to find
out how the Variable Sub-accounts have performed, please call us at
800-457-7617.
---------------------------------------------------------------------------------------------------------
SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC PORTFOLIO REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. SYSTEMATIC WITHDRAWAL PROGRAM

. TRUEBALANCE/SM/ ASSET ALLOCATION 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 (you may select more than one income plan):

. life income with guaranteed number of payments

. joint and survivor life income with guaranteed number of payments

. guaranteed number of payments for a specified period

. life income with cash refund

. joint life income with cash refund

. life income with installment refund

. joint life income with installment refund

In addition, we offer an Income Protection Benefit Option that guarantees that
your variable income payments will not fall below a certain level.
---------------------------------------------------------------------------------------------------------

8 PROSPECTUS

------------------------------------------------------------------------------------------------
DEATH BENEFITS If you die before the Payout Start Date, we will pay a death benefit subject to
the conditions described in the Contract. In addition to the death benefit
included in your Contract ("ROP DEATH BENEFIT"), the death benefit options we
currently offer include:

. MAV DEATH BENEFIT OPTION;

. ANNUAL INCREASE DEATH BENEFIT OPTION; AND

. ENHANCED EARNINGS DEATH BENEFIT OPTION.
------------------------------------------------------------------------------------------------
TRANSFERS Before the Payout Start Date, you may transfer your Contract Value among the
investment alternatives, with certain restrictions. The minimum amount you may
transfer is $100 or the amount remaining in the investment alternative, if
less. The minimum amount that can be transferred into the Standard Fixed
Account or Market Value Adjusted Account Options is $100.

A charge may apply after the 12/th/ transfer in each Contract Year.
------------------------------------------------------------------------------------------------
WITHDRAWALS You may withdraw some or all of your Contract Value at any time during the
Accumulation Phase and during the Payout Phase in certain cases. In general,
you must withdraw at least $50 at a time. If any withdrawal reduces your
Contract Value to less than $1,000, we will treat the request as a withdrawal
of the entire Contract Value, unless the SureIncome Withdrawal Benefit Option
is in effect under your Contract. Withdrawals taken prior to annuitization
(referred to in this prospectus as the Payout Phase) are generally considered
to come from the earnings in the Contract first. If the Contract is
tax-qualified, generally all withdrawals are treated as distributions of
earnings. 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 may also apply.
------------------------------------------------------------------------------------------------

9 PROSPECTUS


HOW THE CONTRACTS WORK
--------------------------------------------------------------------------------

Each Contract basically works in two ways.

First, each Contract can help you (we assume you are the "CONTRACT OWNER") save
for retirement because you can invest in your Contract's investment
alternatives and generally pay no federal income taxes on any earnings until
you withdraw them. 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 Sub-Accounts and/or Fixed Account Options. If you invest in a
Fixed Account Option, you will earn a fixed rate of interest that we declare
periodically. If you invest in any of the Variable Sub-Accounts, your
investment return will vary up or down depending on the performance of the
corresponding Portfolios.

Second, each 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 51. 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
Sub-Accounts, 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.

                                  [FLOW CHART]



Other income payment options are also available. See "INCOME PAYMENTS."

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 there is none,
the BENEFICIARY will exercise the rights and privileges provided by the
Contract. See "The Contracts." 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 800-457-7617 if you have any question about how the Contracts
work.

                               10     PROSPECTUS


EXPENSE TABLES
--------------------------------------------------------------------------------

THE TABLE BELOW LISTS THE EXPENSES THAT YOU WILL BEAR DIRECTLY OR INDIRECTLY
WHEN YOU BUY A CONTRACT. THE TABLE 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 PROSPECTUSES FOR THE
PORTFOLIOS.

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments withdrawn)*

                                     Number of Complete Years Since We Received the Purchase Payment
                                        Being Withdrawn/Applicable Charge:
 ----------------------------------------------------------------------------------------------------
 Contract:                             0       1       2       3       4      5    6       7    8+
 Consultant Solutions Classic          7%      7%      6%      5%      4%     3%   2%      0%    0%
 Consultant Solutions Plus           8.5%    8.5%    8.5%    7.5%    6.5%   5.5%   4%    2.5%    0%
 Consultant Solutions Elite:           7%      6%      5%      0%      0%     0%   0%      0%    0%
 Consultant Solutions Select:                          None

 All Contracts:
 Annual Contract Maintenance Charge                    $40**
 Transfer Fee                        up to 2.00% of the amount transferred, but not more than $25***
 Premium Taxes                          0% to 4.00% of Purchase Payment****
 Loan Interest Rate                                 7.25%*****

* Each Contract Year, you may withdraw a portion of your purchase payments
(and/or your earnings, in the case of Charitable Remainder Trusts) without
incurring a withdrawal charge ("Free Withdrawal Amount"). See "Withdrawal
Charges" for more information.

** Reduced to $30 if Contract Value is not less than $2000, and waived in
certain cases. See "Expenses."

*** Applies solely to the 13th and subsequent transfers within a Contract Year,
excluding transfers due to dollar cost averaging and automatic portfolio
rebalancing. We are currently assessing a transfer fee of 1.00% of the amount
transferred, however, we reserve the right to raise the transfer fee to up to
2.00% of the amount transferred. The transfer fee will never be greater than
$25.

**** Some States charge premium taxes that generally range from 0 to 4%. We are
responsible for paying these taxes, and will deduct them from your Contract
Value. Our current practice is to not charge for these taxes until the Payout
Start Date or surrender of the Contract. See "Premium Taxes" for more
information.

***** For more information, see "Contract Loans for 403(b) Contracts." The loan
interest rate is subject to change.

VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSET
VALUE DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

If you select the basic Contract without any optional benefits, your Variable
Account expenses would be as follows:

                                                             Mortality and Expense  Administrative   Total Variable Account
Basic Contract (without any optional benefit)                    Risk Charge        Expense Charge*     Annual Expense
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Classic                                        1.25%               0.10%                1.35%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Plus                                           1.45%               0.10%                1.55%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Elite                                          1.60%               0.10%                1.70%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Select                                         1.70%               0.10%                1.80%
----------------------------------------------------------------------------------------------------------------------------

* We reserve the right to raise the administrative expense charge to 0.25%. If
we increase this charge, we will amend the prospectus, accordingly. However, we
will not increase the charge once we issue your Contract.

Each Contract also offers optional riders that may be added to the Contract.
For each optional rider you select, you would pay the following additional
mortality and expense risk charge associated with each rider.

 MAV Death Benefit Option               Currently 0.20%, up to a maximum of
                                        0.50% for Options added in the future
                                        *
 Annual Increase Death Benefit Option   Currently 0.30%, up to a maximum of
                                        0.50% for Options added in the future
                                        *
 Enhanced Earnings Death Benefit        Currently 0.25%, up to a maximum of
 Option (issue age 0-70)                0.35% for Options added in the future
                                        *
 Enhanced Earnings Death Benefit        Currently 0.40%, up to a maximum of
 Option (issue age 71-79)               0.50% for Options added in the future
                                        *

                               11     PROSPECTUS


If you select the Options with the highest possible combination of mortality
and expense risk charges during the Accumulation Phase, your Variable Account
expenses would be as follows, assuming current expenses:

Contract with the MAV Death Benefit Option,
Annual Increase Death Benefit Option, and                    Mortality and Expense  Administrative   Total Variable Account
Enhanced Earnings Death Benefit Option (issue age 71-79)         Risk Charge*       Expense Charge*     Annual Expense
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Classic                                        2.15%               0.10%                2.25%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Plus                                           2.35%               0.10%                2.45%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Elite                                          2.50%               0.10%                2.60%
----------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Select                                         2.60%               0.10%                2.70%
----------------------------------------------------------------------------------------------------------------------------

* As described above the administrative expense charge and the mortality and
expense charge for certain Options may be higher in the future if you add this
Option to your Contract. However, we will not increase the administrative
expense charge once we issue your Contract, and we will not increase the charge
for an Option once we add the Option to your Contract. If we increase any of
these charges, we will amend the prospectus, accordingly.

TRUERETURN ACCUMULATION BENEFIT OPTION ANNUAL FEE

(ANNUAL RATE AS A PERCENTAGE OF BENEFIT BASE ON A CONTRACT ANNIVERSARY)

TrueReturn Accumulation Benefit Option                       Currently 0.50%, up to
                                                                 a maximum of 1.25%
                                                               for Options added in
                                                                      the future. *
------------------------------------------------------------------------------------

* If we increase this charge, we will amend the prospectus, accordingly. See
"TrueReturn Accumulation Benefit Option" for details.

SPOUSAL PROTECTION BENEFIT (CO-ANNUITANT) OPTION ANNUAL FEE

(ANNUAL RATE AS A PERCENTAGE OF CONTRACT VALUE ON A CONTRACT ANNIVERSARY)

Spousal Protection Benefit (Co-Annuitant) Option             Currently 0.10%, up to
                                                                 a maximum of 0.15%
                                                               for Options added in
                                                                       the future *
------------------------------------------------------------------------------------

* For Options added on or after 5/1/2005. If we increase this charge, we will
amend the prospectus, accordingly. See "Spousal Protection Benefit
(Co-Annuitant) Option" for details.

SUREINCOME OPTION FEE

(ANNUAL RATE AS A PERCENTAGE OF BENEFIT BASE ON A CONTRACT ANNIVERSARY)

SureIncome Withdrawal Benefit Option                         Currently 0.50%, up to
                                                                 a maximum of 1.25%
                                                                     for SureIncome
                                                               Options added in the
                                                                           future *
------------------------------------------------------------------------------------

* If we increase this charge, we will amend the prospectus, accordingly. See
"SureIncome Withdrawal Benefit Option" for details.

INCOME PROTECTION BENEFIT OPTION FEE (PAYOUT PHASE ONLY)*

(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Income Protection Benefit Option                             Currently 0.50%, up to
                                                                 a maximum of 1.25%
                                                               for Options added in
                                                                        the future*
------------------------------------------------------------------------------------

* See "Income Payments - Income Protection Benefit Option," below, for a
description of the Income Protection Benefit Option. You may add this Option
when you elect to receive annuity benefits. We begin to deduct the charge for
this Option on the Payout Start Date. Currently, the charge for this Option is
0.50% of the average daily net Variable Account assets supporting the variable
income payments to which the Income Protection Benefit Option applies. We will
charge you the Option charge in effect when you choose to apply this Option to
your Contract. We reserve the right to raise the Income Protection Benefit
Option charge to up to 0.75%. If we increase this charge, we will amend the
prospectus accordingly. Once your Income Protection Benefit Option is in
effect, however, we will not change the option charge you will pay for this
Option. See "Expenses - Mortality and Expense Risk Charge," below, for details.

                               12     PROSPECTUS


PORTFOLIO ANNUAL EXPENSES - MINIMUM AND MAXIMUM

The next table 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. Advisors 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 of any such fee waiver or expense
reimbursement. More detail concerning each Portfolio's fees and expenses
appears in the second table below and in the prospectus for each Portfolio.

                                                               Minimum Maximum
  ----------------------------------------------------------------------------
  Total Annual Portfolio Operating Expenses/(1)/ (expenses
  that are deducted from Portfolio assets, which may include
  management fees, distribution and/or services (12b-1) fees,
  and other expenses)                                           0.33%   5.12%
  ----------------------------------------------------------------------------

(1)Expenses are shown as a percentage of Portfolio average daily net assets
   (before any waiver or reimbursement) as of December 31, 2013.

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.

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;

.   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;

.   elected the MAV Death Benefit Option and the Annual Increase Death Benefit
    Option;

.   elected the Enhanced Earnings Death Benefit Option (assuming issue age
    71-79);

.   elected the Spousal Protection Benefit (Co-Annuitant) Option; and

.   elected the TrueReturn Accumulation Benefit Option or SureIncome Withdrawal
    Benefit Option.

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.

                            Consultant Solutions Classic      Consultant Solutions Plus
                           1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------
Costs Based on Maximum
Annual Portfolio Expenses  $1,505 $3,160  $4,631   $7,994  $1,648 $3,415  $4,905   $8,074
------------------------------------------------------------------------------------------
Costs Based on Minimum
Annual Portfolio Expenses  $1,058 $1,922  $2,731   $4,981  $1,203 $2,185  $3,024   $5,123
------------------------------------------------------------------------------------------

                             Consultant Solutions Elite      Consultant Solutions Select
                           1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------
Costs Based on Maximum
Annual Portfolio Expenses  $1,535 $3,156  $4,409   $8,152  $  950 $2,756  $4,445   $8,202
------------------------------------------------------------------------------------------
Costs Based on Minimum
Annual Portfolio Expenses  $1,091 $1,932  $2,544   $5,253  $  506 $1,536  $2,591   $5,336
------------------------------------------------------------------------------------------

                               13     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.

                            Consultant Solutions Classic      Consultant Solutions Plus
                           1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------
Costs Based on Maximum
Annual Portfolio Expenses   $910  $2,650  $4,291   $7,994   $926  $2,693  $4,352   $8,074
------------------------------------------------------------------------------------------
Costs Based on Minimum
Annual Portfolio Expenses   $463  $1,412  $2,391   $4,981   $481  $1,462  $2,472   $5,123
------------------------------------------------------------------------------------------

                             Consultant Solutions Elite      Consultant Solutions Select
                           1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------
Costs Based on Maximum
Annual Portfolio Expenses   $940  $2,731  $4,409   $8,152   $950  $2,756  $4,445   $8,202
------------------------------------------------------------------------------------------
Costs Based on Minimum
Annual Portfolio Expenses   $496  $1,507  $2,544   $5,253   $506  $1,536  $2,591   $5,336
------------------------------------------------------------------------------------------

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.
THE EXAMPLES REFLECT THE FREE WITHDRAWAL AMOUNTS, IF APPLICABLE, AND THE
DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $30 EACH YEAR. THE ABOVE
EXAMPLES ASSUME YOU HAVE SELECTED THE MAV DEATH BENEFIT OPTION, THE ANNUAL
INCREASE DEATH BENEFIT OPTION, THE ENHANCED EARNINGS DEATH BENEFIT OPTION
(ASSUMING THE OLDEST CONTRACT OWNER AND CO-ANNUITANT, OR, IF THE CONTRACT OWNER
IS A NON-LIVING PERSON, THE OLDEST ANNUITANT, ARE AGE 71 OR OLDER, AND ALL ARE
AGE 79 OR YOUNGER ON THE RIDER APPLICATION DATE), THE SPOUSAL PROTECTION
BENEFIT (CO-ANNUITANT) OPTION, AND THE TRUERETURN ACCUMULATION BENEFIT OPTION
OR SUREINCOME WITHDRAWAL BENEFIT OPTION. IF ANY OR ALL OF THESE FEATURES WERE
NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER.

                               14     PROSPECTUS


FINANCIAL INFORMATION
--------------------------------------------------------------------------------

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

Accumulation Unit Values for the lowest and highest available combinations of
Contract charges that affect Accumulation Unit Values for each Contract are
shown in Appendix H of this prospectus. The Statement of Additional Information
contains the Accumulation Unit Values for all other available combinations of
Contract charges that affect Accumulation Unit Values for each Contract. The
financial statements of Lincoln Benefit and the financial statements of the
Variable Account, which are comprised of the financial statements of the
underlying sub-accounts, appear in the Statement of Additional Information.


THE CONTRACTS
--------------------------------------------------------------------------------

CONTRACT OWNER
Each CONTRACT is an agreement 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(s) 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, or, if the
    Contract Owner is a non-living person, an Annuitant dies, and

.   any other rights that the Contract provides, including restricting income
    payments to Beneficiaries.

If you die prior to the Payout Start Date, any surviving joint Contract Owner,
or, if none, the Beneficiary, may exercise the rights and privileges provided
to them by the Contract. If the sole surviving Contract Owner dies after the
Payout Start Date, the Primary Beneficiary will receive any guaranteed income
payments scheduled to continue.

If the Annuitant dies prior to the Payout Start Date and the Contract Owner is
a non-living person, we will pay the death benefit to the current Contract
Owner.

The Contract cannot be jointly owned by both a living and a non-living person.
The CONSULTANT SOLUTIONS SELECT is not available for purchase by non-living
persons. The maximum age of any Contract Owner on the date we receive the
completed application for each Contract is 90.

If you select the MAV Death Benefit Option, the Annual Increase Death Benefit
Option, or the Enhanced Earnings Death Benefit Option, the maximum age of any
Contract Owner on the Rider Application Date is currently 79. If you select the
Spousal Protection Benefit (Co-Annuitant) Option, the maximum age of any
Contract Owner on the Rider Application Date is currently age 90. If you select
the SureIncome Withdrawal Benefit Option, the maximum age of any Contract Owner
on the Rider Application Date is currently age 85.

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. We use the term
"QUALIFIED CONTRACT" to refer to a Contract issued as an IRA, 403(b), or with a
Qualified Plan.

Except for certain Qualified Contracts, you may change the Contract Owner at
any time by written notice in a form satisfactory to us. Until we receive your
written notice to change the Contract Owner, we are entitled to rely on the
most recent information in our files. We will provide a change of ownership
form to be signed by you and filed with us. Once we accept the change, the
change will take effect as of the date you signed the request. We will not be
liable for any payment or settlement made prior to accepting the change.
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 we make or
other action we take before we accept it. Changing ownership of this Contract
may cause adverse tax consequences and may not be allowed under Qualified
Contracts. Please consult with a competent tax advisor prior to making a
request for a change of Contract Owner.

                               15     PROSPECTUS


ANNUITANT
The ANNUITANT is the individual whose age determines the latest Payout Start
Date and whose life determines the amount and duration of income payments
(other than under Income Plan 3). If the Contract is a Non-Qualified Contract,
you also may designate a joint Annuitant, who is a second person on whose life
income payments depend. Additional restrictions may apply in the case of
Qualified Plans. The maximum age of the Annuitant on the date we receive the
completed application for each Contract is 90.

If the Owner is a living person, the Owner may change the Annuitant before the
Payout Start Date by written request in a form satisfactory to us. Once we
accept a change, it takes effect on 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 you select the MAV Death Benefit Option, Annual Increase Death Benefit
Option, or Enhanced Earnings Death Benefit Option, the maximum age of any
Annuitant on the Rider Application Date is 79.

If you select the Spousal Protection Benefit (Co-Annuitant) Option, the maximum
age of any Annuitant on the Rider Application date is age 90. If you select the
Income Protection Benefit Option, the oldest Annuitant and joint Annuitant (if
applicable) must be age 75 or younger on the Payout Start Date. If you select
the SureIncome Withdrawal Benefit Option, the maximum age of any Annuitant on
the Rider Application Date is currently age 85.

If you select an Income Plan that depends on the Annuitant or a joint
Annuitant's life, we may require proof of age and sex before income payments
begin and proof that the Annuitant or joint Annuitant is still alive before we
make each payment.

CO-ANNUITANT
Contract Owners of IRA Contracts that meet the following conditions and that
elect the Spousal Protection Benefit Option must name their spouse as a
CO-ANNUITANT:

.   the individually owned Contract must be either a traditional, Roth or
    Simplified Employee Pension IRA;

.   the Contract Owner must be age 90 or younger on the Rider Application Date;

.   and the Co-Annuitant must be age 79 or younger on the Rider Application
    Date; and

.   the Co-Annuitant must be the sole Primary Beneficiary under the Contract.

Under the Spousal Protection Benefit Option, the Co-Annuitant will be
considered to be an Annuitant during the Accumulation Phase, except the
Co-Annuitant will not be considered to be an Annuitant for purposes of
determining the Payout Start Date and the "Death of Annuitant" provision of
your Contract does not apply upon the death of the Co-Annuitant. If you are
single when you purchase this Contract, and are married later, you may add the
Spousal Protection Benefit Option within six months of your marriage only if
you provide proof of marriage in a form satisfactory to us. You may change the
Co-Annuitant to a new spouse within six months of re-marriage only if you
provide proof of remarriage in a form satisfactory to us. At any time, there
may only be one Co-Annuitant under your Contract. The Co-Annuitant will be
considered an Owner for the purposes of determining the age or birthday of the
Owners under the MAV Death Benefit Option, the Annual Increase Death Benefit
Option and the Enhanced Earnings Death Benefit Option. See "Spousal Protection
Benefit Option and Death of Co-Annuitant" for more information.

BENEFICIARY
You may name one or more Primary and Contingent Beneficiaries when you apply
for a Contract. The Primary Beneficiary is the person who may, in accordance
with the terms of the Contract, elect to receive the death settlement ("DEATH
PROCEEDS") or become the new Contract Owner pursuant to the Contract 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 Beneficiary will
receive any guaranteed income payments scheduled to continue. A Contingent
Beneficiary is the person selected by the Contract Owner who will exercise the
rights of the Primary Beneficiary if all named Primary Beneficiaries die before
the death of 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
accept 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 for
any payment or settlement made prior to accepting the change. Accordingly, if
you wish to change your Beneficiary, you should deliver your written notice to
us promptly. Each Beneficiary change is subject to any payment made by us or
any other action we take before we accept the change.

You may restrict income payments to Beneficiaries. We will provide a form to be
signed by you and filed with us. Once we accept the form, the restriction will
take effect as of the date you signed the request. Any restriction is subject
to any payment made by us or any other action we take before we accept the
request.

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 Primary or Contingent Beneficiaries when the

                               16     PROSPECTUS


sole surviving Contract Owner dies, the new Beneficiary will be:

.   your spouse or, if he or she is no longer living,

.   your surviving children equally, or if you have no surviving children,

.   your estate.

If more than one Beneficiary survives you, 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 in a form
satisfactory to us, we will pay the death benefit in equal amounts to the
surviving Beneficiaries. If there is more than one Beneficiary in a class
(e.g., more than one Primary Beneficiary) and one of the Beneficiaries
predeceases the Contract Owner (the Annuitant if the Contract owner is not a
living person), the remaining Beneficiaries in that class will divide the
deceased Beneficiary's share in proportion to the original share of the
remaining Beneficiaries.

For purposes of this Contract, in determining whether a living person,
including a Contract Owner, Primary Beneficiary, Contingent Beneficiary, or
Annuitant ("Living Person A") has survived another living person, including a
Contract Owner, Primary Beneficiary, Contingent Beneficiary, or Annuitant
("Living Person B"), Living Person A must survive Living Person B by at least
24 hours. Otherwise, Living Person A will be conclusively deemed to have
predeceased Living Person B.

Where there are multiple Beneficiaries, we will only value the death proceeds
at the time the first Beneficiary submits the necessary documentation in good
order. Any death proceed amounts attributable to any Beneficiary which remain
in the Variable Sub-accounts are subject to investment risk. If there is more
than one Beneficiary taking shares of the death proceeds, each Beneficiary will
be treated as a separate and independent owner of his or her respective share
of the death proceeds. Each Beneficiary will exercise all rights related to his
or her share of the death proceeds, including the sole right to select a death
settlement 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 death settlement option chosen by the original Beneficiary.

If there is more than one Beneficiary and one of the Beneficiaries is a
corporation, trust or other non-living person, all Beneficiaries will be
considered to be non-living persons.

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
You may not assign an interest in this Contract as collateral or security for a
loan. However, you may assign periodic income payments under this Contract
prior to the Payout Start Date. No Beneficiary may assign benefits under the
Contract until they are due. 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 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 WITH AN ATTORNEY BEFORE TRYING TO
ASSIGN PERIODIC INCOME PAYMENTS UNDER YOUR CONTRACT.

PURCHASES
--------------------------------------------------------------------------------


MINIMUM PURCHASE PAYMENTS
The minimum initial purchase payment for Classic Contracts is $1,200 (Qualified
or Non-Qualified Contracts); the minimum initial purchase payment for all other
Non-Qualified Contracts is $10,000, ($2,000 for Qualified Contracts). All
subsequent purchase payments under a Contract must be $1,000 or more ($100 for
automatic payments). For CONSULTANT SOLUTIONS PLUS CONTRACTS, purchase payments
do not include any Credit Enhancements. You may make purchase payments at any
time prior to the Payout Start Date; however, any additional payments after the
initial purchase payment may be limited in some states. Please consult with
your representative for details. The total amount of purchase payments we will
accept for each Contract without our prior approval is $1,000,000. We reserve
the right to accept a lesser initial purchase payment amount or lesser
subsequent purchase payment amounts. We reserve the right to limit the
availability of the investment alternatives for additional investments. We also
reserve the right to reject any application. We may apply certain limitations,
restrictions, and/or underwriting standards as a condition of our issuance of a
Contract and/or acceptance of purchase payments.

AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchase payments of $100 or more per month by
automatically transferring money from your bank account. Please consult with
your sales representative for detailed information. The AUTOMATIC

                               17     PROSPECTUS


ADDITIONS PROGRAM is not available for making purchase payments into the Dollar
Cost Averaging Fixed Account Option.

ALLOCATION OF PURCHASE PAYMENTS
At the time you apply for a Contract, you must decide how to allocate your
purchase payment among the investment alternatives. The allocation you specify
on 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 calling 1-800-457-7617.

We will allocate your purchase payments to the investment alternatives
according to your most recent instructions on file with us. Unless you notify
us 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.

For CONSULTANT SOLUTIONS SELECT CONTRACTS, the maximum amount that can be
allocated during any single day to certain selected funds is $25,000. Please
see the current list of funds affected by this restriction on page 43.

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 use the term "business day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days
as "VALUATION DATES." Our business day closes when the New York Stock Exchange
closes for regular trading, usually 4:00 p.m. Eastern Time (3:00 p.m. Central
Time). If we receive your purchase payment after 3:00 p.m. Central Time on any
Valuation Date, we will credit your purchase payment using the Accumulation
Unit Values computed for the next Valuation Date.

There may be circumstances where the New York Stock Exchange is open, however,
due to inclement weather, natural disaster or other circumstances beyond our
control, our offices may be closed or our business processing capabilities may
be restricted. Under those circumstances, your Contract Value may fluctuate
based on changes in the Accumulation Unit Values, but you may not be able to
transfer Contract Value, or make a purchase or redemption request.

With respect to both your initial purchase payment and any subsequent purchase
payment that is pending investment in our Variable Account, we may hold the
amount temporarily in a suspense account and may earn interest on amounts held
in that suspense account. You will not be credited with any interest on amounts
held in that suspense account.

CREDIT ENHANCEMENT
For CONSULTANT SOLUTIONS PLUS CONTRACTS, each time you make a purchase payment,
we will add to your Contract Value a Credit Enhancement equal to 4% of the
purchase payment if the oldest Contract Owner, or, if the Contract Owner is a
non-living person, the oldest Annuitant, is age 85 or younger on the date we
receive the completed application for the Contract ("Application Date"). If the
oldest Contract Owner or, if the Owner is a non-living person, the oldest
Annuitant is age 86 or older and 90 or younger on the Application Date, we will
add to your Contract Value a Credit Enhancement equal to 2% of the purchase
payment. The thresholds apply individually to each CONSULTANT SOLUTIONS PLUS
CONTRACT you own. The additional Credit Enhancements and their corresponding
thresholds are as follows:

                 ADDITIONAL CREDIT           CUMULATIVE PURCHASE
                ENHANCEMENT FOR LARGE      PAYMENTS LESS CUMULATIVE
                     CONTRACTS             WITHDRAWALS MUST EXCEED:
            0.50% of the purchase payment         $  500,000
            1.00% of the purchase payment         $1,000,000

If, during the first Contract Year only, the cumulative purchase payments less
cumulative withdrawals exceed the thresholds, the additional credit enhancement
will apply to prior purchase payments, less cumulative withdrawals, and will be
added to the Contract Value as of the date of the most recent purchase payment.
The additional credit enhancement will be applied only once to any given
purchase payment, current or prior.

If you exercise your right to cancel the Contract during the Trial Examination
Period, the amount we refund to you will not include any Credit Enhancement.
See "TRIAL EXAMINATION PERIOD" below for details. The CONSULTANT SOLUTIONS PLUS
CONTRACT may not be available in all states.

We will allocate any Credit Enhancements to the investment alternatives
according to the allocation instructions you have on file with us at the time
we receive your purchase payment. We will allocate each Credit Enhancement
among the investment alternatives in the same proportions as the most recent
purchase payment. We do not consider Credit Enhancements to be investments in
the Contract for income tax purposes.

We use a portion of the withdrawal charge and mortality and expense risk charge
to help recover the cost of providing the Credit Enhancement under the
Contract. See "Expenses." Under certain circumstances (such as a period of poor
market performance) the cost associated with the Credit Enhancement may exceed
the sum of the

                               18     PROSPECTUS


Credit Enhancement and any related earnings. You should consider this
possibility before purchasing the Contract.

TRIAL EXAMINATION PERIOD
You may cancel your Contract by providing us with written notice within the
Trial Examination Period, which is the 20 day period after you receive the
Contract, or such longer period that your state may require. 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,
including the deduction of mortality and expense risk charges and
administrative expense charges, that occurred from the date of allocation
through the date of cancellation. If your Contract is qualified under Code
Section 408(b), we will refund the greater of any purchase payments or the
Contract Value. The amount you receive will be less applicable federal and
state income tax withholding.

For CONSULTANT SOLUTIONS PLUS CONTRACTS, we have received regulatory relief to
enable us to recover the amount of any Credit Enhancement applied to Contracts
that are cancelled during the Trial Examination Period. The amount we return to
you upon exercise of this Right to Cancel will not include any Credit
Enhancement. In states where required, we will return the amount of your
purchase payments. In other states, we will return the amount of your purchase
payments, reduced by the amount of any mortality and expense risk charges and
administrative expense charges deducted prior to cancellation, and adjusted by
any investment gain or loss associated with:

.   your Variable Account purchase payments; and

.   any portion of the Credit Enhancement assigned to the Variable Sub-accounts.

We reserve the right to allocate your purchase payments to the PIMCO Money
Market - Administrative Shares Sub-Account during the Trial Examination Period.
For Contracts purchased in California by persons age 60 and older, you may
elect to defer until the end of the Trial Examination Period allocation of your
purchase payment to the Variable Sub-accounts. Unless you instruct otherwise,
upon making this election, your purchase payment will be allocated to the PIMCO
Money Market - Administrative Shares Sub-Account. On the next Valuation Date 40
day after the issue date, your Contract Value will then be reallocated in
accordance with your most recent investment allocation instructions.

State laws vary and may require a different period, other variations or
adjustments. Please refer to your Contract for any state specific information.

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 may not be
available in all states. 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. Loans may not be available with all rider options.

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, including any applicable Market Value Adjustment, 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 with the same
employer 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. 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 Sub-accounts or Fixed Account Options as security
for an outstanding Contract loan. We will transfer to the Loan Account amounts
from each Variable Sub-account in proportion to the total assets in all
Variable Sub-accounts. If your loan amount is greater than your Contract Value
in the Variable Sub-accounts, we will transfer the remaining required
collateral from the Market Value Adjusted or Standard Fixed Account Option. If
your loan amount is greater than your contract value in the Variable
Sub-accounts and the Market Value Adjusted or Standard Fixed Account

                               19     PROSPECTUS


Option, 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
Variable Sub-accounts or any of the Fixed Account Options. We may, however,
apply a Market Value Adjustment to a transfer from the Market Value Adjusted
Fixed Account to the Loan Account. If we do, we will increase or decrease the
amount remaining in the Market Value Adjusted 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) an annual
effective rate of 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 Variable Sub-accounts.

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; and

(4)the amount applied on the Payout Start Date to provide income payments.

If a New Owner elects to continue the Contract under Death of Owner Option D,
the new Contract Value will be reduced by the amount of the loan outstanding
plus accrued interest and the loan will be canceled.

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 Variable Sub-account(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 (Standard
Fixed Account, Market Value Adjusted 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 Sub-account.

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 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
and 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.

CONTRACT VALUE
--------------------------------------------------------------------------------


On the Issue Date, the CONTRACT VALUE is equal to your initial purchase payment
(for CONSULTANT SOLUTIONS PLUS CONTRACTS, your initial purchase payment plus
the Credit Enhancement).

Thereafter, 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
Sub-accounts you have selected, plus your value in the Fixed Account Option(s)
offered by your Contract.

ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-account to
allocate to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-account by (ii) the Accumulation
Unit Value of that Variable Sub-account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-account when the Accumulation Unit Value for the
Sub-account is $10, we

                               20     PROSPECTUS


would credit 1,000 Accumulation Units of that Variable Sub-account to your
Contract. For CONSULTANT SOLUTIONS PLUS CONTRACTS, we would credit your
Contract additional Accumulation Units of the Variable Sub-account to reflect
the Credit Enhancement paid on your purchase payment. See "Credit Enhancement."
Withdrawals and transfers from a Variable Sub-account would, of course, reduce
the number of Accumulation Units of that Sub-account allocated to your Contract.

ACCUMULATION UNIT VALUE
As a general matter, the Accumulation Unit Value for each Variable Sub-Account
for each Contract will rise or fall to reflect:

.   changes in the share price of the Portfolio in which the Variable
    Sub-Account 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 any applicable withdrawal charges, Rider Fees (if applicable),
transfer fees, and contract maintenance charges separately for each Contract.
They do not affect the Accumulation Unit Value. Instead, we obtain payment of
those charges and fees by redeeming Accumulation Units. For details on how we
compute Accumulation Unit Values, please refer to the Statement of Additional
Information.

We determine a separate Accumulation Unit Value for each Variable Sub-Account
for each Contract on each Valuation Date. We also determine a separate set of
Accumulation Unit Values that reflect the cost of each optional benefit, or
available combination thereof, offered under the Contract.

YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS 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 SUB-ACCOUNT AND,
THEREFORE, YOUR CONTRACT VALUE.

TRUERETURN ACCUMULATION BENEFIT OPTION
We offer the TRUERETURN ACCUMULATION BENEFIT OPTION, which is available for an
additional fee. The TrueReturn Accumulation Benefit Option guarantees a minimum
Contract Value on the "RIDER MATURITY DATE." The Rider Maturity Date is
determined by the length of the Rider Period which you select. The Option
provides no minimum Contract Value if the Option terminates before the Rider
Maturity Date. See "Termination of the TrueReturn Accumulation Benefit Option"
below for details on termination.

The TrueReturn Accumulation Benefit Option is available at time of application
for the Contract, or the date we receive a written request to add the option,
whichever is later, subject to availability and issue requirements. Currently,
you may not add the TrueReturn Option to your Contract after Contract issue
without prior approval if your Contract Value is greater than $1,000,000 at the
time you try to add the TrueReturn Option. Currently, you may have only one
TrueReturn Accumulation Benefit Option in effect on your Contract at one time.
You may have only either the TrueReturn Accumulation Benefit Option or the
SureIncome Option in effect on your Contract at one time. The TrueReturn
Accumulation Benefit Option has no maximum issue age, however the Rider
Maturity Date must occur before the latest Payout Start Date, which is the
later of the youngest Annuitant's 99th birthday or the 10th Contract
Anniversary. Once added to your Contract, the TrueReturn Accumulation Benefit
Option may be cancelled at any time on or after the 5th Rider Anniversary by:

.   notifying us in writing in a form satisfactory to us; or

.   changing your investment allocations or making other changes so that that
    the allocation of investment alternatives no longer adheres to the
    investment requirements for the TrueReturn Accumulation Benefit Option. For
    more information regarding investment requirements for this Option, see the
    "Investment Requirements" section below.

The "RIDER ANNIVERSARY" is the anniversary of the Rider Date. We reserve the
right to extend the date on which the TrueReturn Accumulation Benefit Option
may be cancelled to up to the 10th Rider Anniversary at any time in our sole
discretion. Any change we make will not apply to a TrueReturn Accumulation
Benefit Option that was added to your Contract prior to the implementation date
of the change.

When you add the TrueReturn Accumulation Benefit Option to your Contract, you
must select a Rider Period and a Guarantee Option. The Rider Period and
Guarantee Option you select determine the AB Factor, which is used to determine
the Accumulation Benefit, described below. The "RIDER PERIOD" begins on the
Rider Date and ends on the Rider Maturity Date. The "RIDER DATE" is the date
the TrueReturn Accumulation Benefit Option was made a part of your Contract. We
currently offer Rider Periods ranging from 8 to 20 years depending on the
Guarantee Option you select. You may select any Rider Period from among those
we currently offer, provided the Rider Maturity Date occurs prior to the latest
Payout Start Date. We reserve the right to offer additional Rider Periods in
the future, and to discontinue offering any of the Rider Periods at any time.
We currently offer two "GUARANTEE OPTIONS," Guarantee Option 1 and Guarantee
Option 2. The Guarantee Option you select has specific investment requirements,
which are described in the "Investment Requirements" section below and may
depend upon the Rider Date. We reserve the right to offer additional Guarantee
Options in the future, and to discontinue offering any of the Guarantee Options
at any time. After

                               21     PROSPECTUS


the Rider Date, the Rider Period and Guarantee Option may not be changed.

The TrueReturn Accumulation Benefit Option may not be available in all states.
We may discontinue offering the TrueReturn Accumulation Benefit Option at any
time.

ACCUMULATION BENEFIT.
On the Rider Maturity Date, if the Accumulation Benefit is greater than the
Contract Value, the Contract Value will be increased to equal the Accumulation
Benefit. The excess amount of any such increase will be allocated to the PIMCO
Money Market Variable Sub-account. You may transfer the excess amount out of
the PIMCO Money Market Variable Sub-account and into another investment
alternative at any time thereafter. However, each transfer you make will count
against the 12 transfers you can make each Contract Year without paying a
transfer fee. Prior to the Rider Maturity Date, the Accumulation Benefit will
not be available as a Contract Value, Settlement Value, or Death Proceeds.
Additionally, we will not pay an Accumulation Benefit if the TrueReturn
Accumulation Benefit Option is terminated for any reason prior to the Rider
Maturity Date. After the Rider Maturity Date, the TrueReturn Accumulation
Benefit Option provides no additional benefit.

The "ACCUMULATION BENEFIT" is equal to the Benefit Base multiplied by the AB
Factor. The "AB FACTOR" is determined by the Rider Period and Guarantee Option
you selected as of the Rider Date. The following table shows the AB Factors
available for the Rider Periods and Guarantee Options we currently offer.

                                  AB FACTORS
                       RIDER PERIOD    GUARANTEE GUARANTEE
                     (NUMBER OF YEARS) OPTION 1  OPTION 2
                     -------------------------------------
                            8            100.0%       NA
                     -------------------------------------
                            9            112.5%       NA
                     -------------------------------------
                            10           125.0%    100.0%
                     -------------------------------------
                            11           137.5%    110.0%
                     -------------------------------------
                            12           150.0%    120.0%
                     -------------------------------------
                            13           162.5%    130.0%
                     -------------------------------------
                            14           175.0%    140.0%
                     -------------------------------------
                            15           187.5%    150.0%
                     -------------------------------------
                            16           200.0%    160.0%
                     -------------------------------------
                            17           212.5%    170.0%
                     -------------------------------------
                            18           225.0%    180.0%
                     -------------------------------------
                            19           237.5%    190.0%
                     -------------------------------------
                            20           250.0%    200.0%
                     -------------------------------------

The following examples illustrate the Accumulation Benefit calculations under
Guarantee Options 1 and 2 on the Rider Maturity Date. For the purpose of
illustrating the Accumulation Benefit calculation, the examples assume the
Benefit Base is the same on the Rider Date and the Rider Maturity Date.

Example 1: Guarantee Option 1

                 Guarantee Option:                        1
                 Rider Period:                           15
                 AB Factor:                            187.5%
                 Rider Date:                           1/2/04
                 Rider Maturity Date:                  1/2/19
                 Benefit Base on Rider Date:           $50,000
                 Benefit Base on rider Maturity Date:  $50,000

             On the Rider Maturity Date (1/2/19):
             Accumulation Benefit  =Benefit Base on Rider Maturity
                                    Date X AB Factor
                                   =$50,000 X 187.5%
                                   =$93,750

Example 2: Guarantee Option 2

                 Guarantee Option:                        2
                 Rider Period:                           15
                 AB Factor:                            150.0%
                 Rider Date:                           1/2/04
                 Rider Maturity Date:                  1/2/19
                 Benefit Base on Rider Date:           $50,000
                 Benefit Base on rider Maturity Date:  $50,000

             On the Rider Maturity Date (1/2/19):
             Accumulation Benefit  =Benefit Base on Rider Maturity
                                    Date X AB Factor
                                   =$50,000 X 150.0%
                                   =$75,000

Guarantee Option 1 offers a higher AB Factor and more rider periods than
Guarantee Option 2. Guarantee Option 1 and Guarantee Option 2 have different
investment restrictions. See "Investment Requirements" below for more
information.

BENEFIT BASE.

The Benefit Base is used solely for purposes of determining the Rider Fee and
the Accumulation Benefit. The Benefit Base is not available as a Contract
Value, Settlement Value, or Death Proceeds. On the Rider Date, the "Benefit
Base" is equal to the Contract Value. After the Rider Date, the Benefit Base
will be recalculated for purchase payments and withdrawals as follows:

.   The Benefit Base will be increased by purchase payments (and Credit
    Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made prior to or on
    the first Contract Anniversary following the Rider Date. Subject to the
    terms and conditions of your Contract, you may add purchase payments after
    this date, but they will not be included in the calculation of the Benefit
    Base. THEREFORE, IF YOU PLAN TO MAKE PURCHASE PAYMENTS AFTER THE FIRST
    CONTRACT ANNIVERSARY FOLLOWING THE RIDER DATE, YOU SHOULD CONSIDER
    CAREFULLY WHETHER THIS OPTION IS APPROPRIATE FOR YOUR NEEDS.

.   The Benefit Base will be decreased by a Withdrawal Adjustment for each
    withdrawal you make. The Withdrawal Adjustment is equal to (a) divided by
    (b), with the result multiplied by (c), where:

   (a) = the withdrawal amount;

                               22     PROSPECTUS


   (b) = the Contract Value immediately prior to the withdrawal; and

   (c) = the Benefit Base immediately prior to the withdrawal.

Withdrawals taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the
Contract first. If the Contract is tax-qualified, generally all withdrawals are
treated as distributions of earnings. 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 also may apply. See
Appendix G for numerical examples that illustrate how the Withdrawal Adjustment
is applied.

The Benefit Base will never be less than zero.

INVESTMENT REQUIREMENTS.

If you add the TrueReturn Option to your Contract, you must adhere to certain
requirements related to the investment alternatives in which you may invest
during the Rider Period. The specific requirements will depend on the model
portfolio option ("Model Portfolio Option") you have selected and the effective
date of your TrueReturn Option. These requirements are described below in more
detail. These requirements may include, but are not limited to, maximum
investment limits on certain Variable Sub-accounts or on certain Fixed Account
Options, exclusion of certain Variable Sub-accounts or of certain Fixed Account
Options, required minimum allocations to certain Variable Sub-accounts, and
restrictions on transfers to or from certain investment alternatives.

We may also require that you use the Automatic Portfolio Rebalancing Program.
We may change the specific requirements that are applicable to a Guarantee
Option or a Model Portfolio Option available under a Guarantee Option at any
time in our sole discretion. Any changes we make will not apply to a TrueReturn
Option that was made part of your Contract prior to the implementation date of
the change, except for changes made due to a change in investment alternatives
available under the Contract. Any changes we make will not apply to a new
TrueReturn Option elected subsequent to the change pursuant to the Rider
Trade-In Option.

If you have an outstanding loan balance, you may not elect the TrueReturn
Option until the outstanding balance has been repaid. If you elect the
TrueReturn Option, we will not make a policy loan to you until the TrueReturn
Option matures or is cancelled.

When you add the TrueReturn Option to your Contract, you must allocate your
entire Contract Value as follows:

1) to a model portfolio option ("Model Portfolio Option") available with the
   Guarantee Option you selected, as defined below; or

2) to the DCA Fixed Account Option and then transfer all purchase payments (and
   Credit Enhancements for CONSULTANT SOLUTIONS PLUS Contracts) and interest
   according to a Model Portfolio Option available for use with the Guarantee
   Option you selected; or

3) to a combination of (1) and (2) above.

For (2) and (3) above, the requirements for the DCA Fixed Account Option must
be met. See the "Dollar Cost Averaging Fixed Account Option" section of this
prospectus for more information.

On the Rider Date, you must select only one of the Model Portfolio Options in
which to allocate your Contract Value. After the Rider Date, you may transfer
your entire Contract Value to any of the other Model Portfolio Options
available with your Guarantee Option. We currently offer several Model
Portfolio Options with each of the available Guarantee Options. The Model
Portfolio Options that are available under Guarantee Options may differ
depending upon the effective date of your TrueReturn Option. Please refer to
the Model Portfolio Option 1, Model Portfolio Option 2 and TrueBalance/SM/
Model Portfolio Options sections below for more details. We may add other Model
Portfolio Options in the future. We also may remove Model Portfolio Options in
the future anytime prior to the date you select such Model Portfolio Option. In
addition, if the investment alternatives available under the Contract change,
we may revise the Model Portfolio Options. The following table summarizes the
Model Portfolio Options currently available for use with each Guarantee Option
under the TrueReturn Option:

                 GUARANTEE OPTION 1        GUARANTEE OPTION 2
              ---------------------------------------------------
              *Model Portfolio Option 1 *Model Portfolio Option 2
              *TrueBalance              *TrueBalance
               Conservative Model        Conservative Model
               Portfolio Option          Portfolio Option
              *TrueBalance Moderately   *TrueBalance Moderately
               Conservative Model        Conservative Model
               Portfolio Option          Portfolio Option
                                        *TrueBalance Moderate
                                         Model Portfolio Option
                                        *TrueBalance Moderately
                                         Aggressive Model
                                         Portfolio Option
                                        *TrueBalance Aggressive
                                         Model Portfolio Option
              ---------------------------------------------------

You may not allocate any of your Contract Value to the Standard Fixed Account
Option or to the MVA Fixed Account Option. You must transfer any portion of
your Contract Value that is allocated to the Standard Fixed Account Option or
to the MVA Fixed Account Option to the Variable Sub-accounts prior to adding
the TrueReturn Option to your Contract. Transfers from the MVA Fixed Account
Option may be subject to a Market Value Adjustment. You may allocate any
portion of your purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) to the DCA

                               23     PROSPECTUS


Fixed Account Option on the Rider Date, provided the DCA Fixed Account Option
is available with your Contract and in your state. See the "Dollar Cost
Averaging Fixed Account Option" section of this prospectus for more
information. We use the term "Transfer Period Account" to refer to each
purchase payment allocation made to the DCA Fixed Account Option for a
specified term length. At the expiration of a Transfer Period Account any
remaining amounts in the Transfer Period Account will be transferred to the
Variable Sub-Accounts according to the percentage allocations for the Model
Portfolio Option you selected.

Any subsequent purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made to your Contract will be allocated to the
Variable Sub-Accounts according to your most recent instructions on file with
us. You must comply with any required percentage allocations for the Model
Portfolio Option you have selected. You may also request that purchase payments
(and Credit Enhancement for CONSULTANT SOLUTIONS PLUS CONTRACTS) be allocated
to the DCA Fixed Account Option.

MODEL PORTFOLIO OPTION 1.

If you choose Model Portfolio Option 1 or transfer your entire Contract Value
into Model Portfolio Option 1, you must allocate a certain percentage of your
Contract Value into each of three asset categories. Please note that certain
investment alternatives are not available under Model Portfolio Option 1. You
may choose the Variable Sub-Accounts in which you want to invest, provided you
maintain the percentage allocation requirements for each category. You may also
make transfers among the Variable Sub-Accounts within each category at any
time, provided you maintain the percentage allocation requirements for each
category. However, each transfer you make will count against the 12 transfers
you can make each Contract Year without paying a transfer fee.

Effective May 1, 2005, certain Variable Sub-Accounts under Model Portfolio 1
have been reclassified into different asset categories. These changes apply to
TrueReturn Accumulation Benefit Options effective both prior to and on or after
May 1, 2005. The following table describes the percentage allocation
requirements for Model Portfolio Option 1 and Variable Sub-Accounts available
under each category:

                           MODEL PORTFOLIO OPTION 1
--------------------------------------------------------------------------------
                                20% Category A
                                50% Category B
                                30% Category C
                                 0% Category D
--------------------------------------------------------------------------------
CATEGORY A
Fidelity(R) VIP Money Market - Service Class 2 Sub-Account
PIMCO Money Market - Administrative Shares Sub-Account
--------------------------------------------------------------------------------
CATEGORY B
Fidelity(R) VIP Investment Grade Bond - Service Class 2 Sub-Account
Western Asset Variable Global High Yield Bond - Class II Sub-Account
MFS High Yield - Service Class Sub-Account/(3)/
PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
PIMCO Real Return - Administrative Shares Sub-Account
PIMCO Total Return - Administrative Shares Sub-Account
UIF U.S. Real Estate, Class II Sub-Account
Invesco V.I. Government Securities, Series II Sub-Account
--------------------------------------------------------------------------------
CATEGORY C
Invesco V.I. Value Opportunities - Series II Sub-Account/(2)/
Invesco V.I. Core Equity - Series II Sub-Account
Invesco V.I. Mid Cap Core Equity - Series II Sub-Account
Fidelity(R) VIP Contrafund(R) - Service Class 2 Sub-Account
Fidelity(R) VIP Equity-Income - Service Class 2 Sub-Account
Fidelity(R) VIP Index 500 - Service Class 2 Sub-Account
Fidelity(R) VIP Overseas - Service Class 2 Sub-Account
Fidelity(R) VIP Asset Manager/(SM)/ - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Janus Aspen Series Forty - Service Shares Sub-Account
Janus Aspen Series Perkins Mid Cap Value - Service Shares Sub-Account
Janus Aspen Series Balanced - Service Shares Sub-Account
ClearBridge Variable Fundamental All Cap Value Portfolio - Class I Sub-Account
ClearBridge Variable Large Cap Value - Class I Sub-Account
MFS Investors Trust - Service Class Sub-Account
MFS Total Return - Service Class Sub-Account
MFS Investors Growth Stock - Service Class Sub-Account
MFS Value - Service Class Sub-Account
Oppenheimer Discovery Mid Cap Growth/VA - Class 2 Shares Sub-Account/(1)/
Oppenheimer Main Street Small Cap Fund/VA - Class 2 Shares Sub-Account
Guggenheim VT Long Short Equity Sub-Account (formerly, Guggenheim VT U.S. Long
Short Momentum Sub-Account)
T. Rowe Price Equity Income - II Sub-Account
T. Rowe Price Blue Chip Growth - II Sub-Account
Van Eck VIP Multi-Manager Alternatives Sub-Account
Invesco Van Kampen V.I. Growth and Income, Series II Sub-Account
--------------------------------------------------------------------------------
CATEGORY D (VARIABLE SUB-ACCOUNTS NOT AVAILABLE UNDER MODEL PORTFOLIO OPTION 1)
Invesco V.I. American Franchise - Series II Sub-Account
Alger Large Cap Growth - Class S Sub-Account
Alger Capital Appreciation - Class S Sub-Account
Alger Mid Cap Growth - Class S Sub-Account/(4)/
Fidelity(R) VIP Growth - Service Class 2 Sub-Account
MFS New Discovery - Service Class Sub-Account
Oppenheimer Global/VA - Class 2 Shares Sub-Account
UIF Growth, Class II Sub-Account
Van Eck VIP Emerging Markets Sub-Account
Van Eck VIP Global Hard Assets Sub-Account
Invesco V.I. Mid Cap Growth - Series II Sub-Account
--------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Discovery Mid Cap Growth/VA - Class 2 Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable Sub-Account if they withdraw or otherwise transfer
  their entire contract value from the Variable Sub-Account following the
  closure date. Contract Owners who did not have contract value invested in
  this Variable Sub-Account as of the specified closure date may not invest in
  the Variable Sub-Account.

(2)Effective August 19, 2011, the Invesco V.I. Value Opportunities - Series II
   Sub-Account closed to all Contract Owners

                               24     PROSPECTUS


  except those Contract Owners who had contract value invested in the Variable
  Sub-Account as of the closure date. Contract Owners who had contract value
  invested in the Variable Sub-Account as of the closure date may continue to
  submit additional investments into the Variable Sub-Account thereafter,
  although they will not be permitted to invest in the Variable Sub-Account if
  they withdraw or otherwise transfer their entire contract value from the
  Variable Sub-Account following the closure date. Contract Owners who did not
  have contract value invested in the Variable Sub-Account as of the closure
  date may not invest in the Variable Sub-Account.

(3)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

(4)Effective as of January 31, 2014, the Alger Mid-Cap Growth - Class S
   Sub-Account was closed to all Contract Owners except those Contract Owners
   who had contract value invested in the Variable Sub-Account as of the
   closure date. Contract Owners who had contract value invested in the
   Variable Sub-Account as of the closure date may continue to submit
   additional investments into the Variable Sub-Account thereafter, although
   they will not be permitted to invest in the Variable Sub-Account if they
   withdrew or otherwise transferred their entire contract value from the
   Variable Sub-Account following the closure date. Contract Owners who did not
   have contract value invested in the Variable Sub-Account as of the closure
   date will not be permitted to invest in the Variable Sub-Account.

EACH CALENDAR QUARTER, WE WILL USE THE AUTOMATIC PORTFOLIO REBALANCING PROGRAM
TO AUTOMATICALLY REBALANCE YOUR CONTRACT VALUE IN EACH VARIABLE SUB-ACCOUNT AND
RETURN IT TO THE PERCENTAGE ALLOCATION REQUIREMENTS FOR MODEL PORTFOLIO
OPTION 1. WE WILL USE THE PERCENTAGE ALLOCATIONS AS OF YOUR MOST RECENT
INSTRUCTIONS.

MODEL PORTFOLIO OPTION 2.

The investment requirements under Model Portfolio Option 2 depend on the
effective date of your TrueReturn Accumulation Benefit Option.

Rider Date prior to May 1, 2005

If your TrueReturn Accumulation Benefit Option Rider Date is prior to May 1,
2005, and you choose Model Portfolio Option 2 or transfer your entire Contract
Value into Model Portfolio Option 2 under Guarantee Option 2, you must allocate
your Contract Value among four asset categories in accordance with the
percentage allocation requirements set out in the table below. You may choose
the Variable Sub-Accounts in which you want to invest, provided you maintain
the percentage allocation requirements for each category. You may also make
transfers among the Variable Sub-Accounts within each category at any time,
provided you maintain the percentage allocation requirements for each category.
However, each transfer you make will count against the 12 transfers you can
make each Contract Year without paying a transfer fee.

The following table describes the percentage allocation requirements for Model
Portfolio Option 2 (Rider Date prior to May 1, 2005) and the Variable
Sub-Accounts available under each category:

                           MODEL PORTFOLIO OPTION 2
                       (RIDER DATE PRIOR TO MAY 1, 2005)
--------------------------------------------------------------------------------
                                10% Category A
                                20% Category B
                                50% Category C
                                20% Category D
--------------------------------------------------------------------------------
CATEGORY A
Fidelity(R) VIP Money Market - Service Class 2 Sub-Account
PIMCO Money Market - Administrative Shares Sub-Account
--------------------------------------------------------------------------------
CATEGORY B
Fidelity(R) VIP Investment Grade Bond - Service Class 2 Sub-Account
Western Asset Variable Global High Yield Bond - Class II Sub-Account
MFS High Yield - Service Class Sub-Account/(2)/
PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
PIMCO Real Return - Administrative Shares Sub-Account
PIMCO Total Return - Administrative Shares Sub-Account
UIF U.S. Real Estate, Class II Sub-Account
Invesco V.I. Government Securities, Series II Sub-Account
--------------------------------------------------------------------------------
CATEGORY C
Invesco V.I. Basic Value - Series II Sub-Account
Invesco V.I. Mid Cap Core Equity - Series II Sub-Account
Fidelity(R) VIP Equity-Income - Service Class 2 Sub-Account
Fidelity(R) VIP Index 500 - Service Class 2 Sub-Account
Fidelity(R) VIP Asset Manager/(SM)/ - Service Class 2 Sub-Account
Janus Aspen Series Perkins Mid Cap Value - Service Shares Sub-Account
Janus Aspen Series Balanced - Service Shares Sub-Account
ClearBridge Variable Large Cap Value - Class I Sub-Account
MFS Investors Trust - Service Class Sub-Account
MFS Total Return - Service Class Sub-Account
MFS Value - Service Class Sub-Account
Oppenheimer Discovery Mid Cap Growth Fund/VA - Class 2 Shares Sub-Account/(1)/
Premier VIT OpCap Balanced Sub-Account
T. Rowe Price Equity Income - II Sub-Account
Van Eck VIP Multi-Manager Alternatives Sub-Account
Invesco V.I. Growth and Income, Series II Sub-Account
--------------------------------------------------------------------------------
CATEGORY D
Invesco V.I. American Franchise - Series II Sub-Account
Invesco V.I. Core Equity - Series II Sub-Account
Alger Large Cap Growth - Class S Sub-Account
Alger Capital Appreciation - Class S Sub-Account
Alger Mid Cap Growth - Class S Sub-Account/(3)/
Fidelity(R) VIP Contrafund(R) - Service Class 2 Sub-Account
Fidelity(R) VIP Growth - Service Class 2 Sub-Account
Fidelity(R) VIP Overseas - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Janus Aspen Series Forty - Service Shares Sub-Account
ClearBridge Variable Fundamental All Cap Value Portfolio - Class I Sub-Account
MFS New Discovery - Service Class Sub-Account
MFS Investors Growth Stock - Service Class Sub-Account
Oppenheimer Global Fund/VA - Class 2 Shares
Oppenheimer Main Street Small Cap Fund - Class 2 Shares
Guggenheim VT Long Short Equity Sub-Account (formerly, Guggenheim VT U.S. Long
Short Momentum Sub-Account)
T. Rowe Price Blue Chip Growth - II Sub-Account
UIF Growth, Class II Sub-Account
Van Eck VIP Emerging Markets Sub-Account
Van Eck VIP Global Hard Assets Sub-Account
Invesco V.I. Mid Cap Growth, Series II Sub-Account
--------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Discovery Mid Cap Growth/VA - Class 2 Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable

                               25     PROSPECTUS


  Sub-Account if they withdraw or otherwise transfer their entire contract
  value from the Variable Sub-Account following the closure date. Contract
  Owners who did not have contract value invested in this Variable Sub-Account
  as of the specified closure date may not invest in the Variable Sub-Account.

(2)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

(3)Effective as of January 31, 2014, the Alger Mid-Cap Growth - Class S
   Sub-Account was closed to all Contract Owners except those Contract Owners
   who had contract value invested in the Variable Sub-Account as of the
   closure date. Contract Owners who had contract value invested in the
   Variable Sub-Account as of the closure date may continue to submit
   additional investments into the Variable Sub-Account thereafter, although
   they will not be permitted to invest in the Variable Sub-Account if they
   withdrew or otherwise transferred their entire contract value from the
   Variable Sub-Account following the closure date. Contract Owners who did not
   have contract value invested in the Variable Sub-Account as of the closure
   date will not be permitted to invest in the Variable Sub-Account.

EACH CALENDAR QUARTER, WE WILL USE THE AUTOMATIC PORTFOLIO REBALANCING PROGRAM
TO AUTOMATICALLY REBALANCE YOUR CONTRACT VALUE IN EACH VARIABLE SUB-ACCOUNT AND
RETURN IT TO THE PERCENTAGE ALLOCATION REQUIREMENTS FOR MODEL PORTFOLIO OPTION
2 (RIDER DATE PRIOR TO MAY 1, 2005). WE WILL USE THE PERCENTAGE ALLOCATIONS AS
OF YOUR MOST RECENT INSTRUCTIONS.

Rider Date on or after May 1, 2005

If your TrueReturn Accumulation Benefit Option Rider Date is on or after May 1,
2005, and you choose Model Portfolio Option 2 or transfer your entire Contract
Value into Model Portfolio Option 2 under Guarantee Option 2, you may allocate
your Contract Value among any of a selected group of available Variable
Sub-Accounts listed below. However, you may not allocate your Contract Value
among any of the excluded Variable Sub-Accounts listed below. You may choose to
invest in or transfer among any of the available Variable Sub-Accounts,
however, each transfer you make will count against the 12 transfers you can
make each Contract Year without paying a transfer fee.

The following table lists the available and excluded Variable Sub-Accounts
under Model Portfolio Option 2 (Rider Date on or after May 1, 2005):

         MODEL PORTFOLIO OPTION 2 (RIDER DATE ON OR AFTER MAY 1, 2005)
--------------------------------------------------------------------------------
                                   Available
--------------------------------------------------------------------------------
Invesco V.I. Value Opportunities - Series II Sub-Account/(2)/
Invesco V.I. Core Equity - Series II Sub-Account
Invesco V.I. Mid Cap Core Equity - Series II Sub-Account
Fidelity(R) VIP Contrafund(R) - Service Class 2 Sub-Account
Fidelity(R) VIP Equity-Income - Service Class 2 Sub-Account
Fidelity(R) VIP Index 500 - Service Class 2 Sub-Account
Fidelity(R) VIP Investment Grade Bond - Service Class 2 Sub-Account
Fidelity(R) VIP Overseas - Service Class 2 Sub-Account
Fidelity(R) VIP Asset Manager/(SM)/ - Service Class 2 Sub-Account
Fidelity(R) VIP Money Market - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Janus Aspen Series Forty - Service Shares Sub-Account
Janus Aspen Series Perkins Mid Cap Value - Service Shares Sub-Account
Janus Aspen Series Balanced - Service Shares Sub-Account
ClearBridge Variable Fundamental All Cap Value Portfolio - Class I Sub-Account
Western Asset Variable Global High Yield Bond - Class II Sub-Account
ClearBridge Variable Large Cap Value - Class I Sub-Account
MFS Investors Trust - Service Class Sub-Account
MFS High Yield - Service Class Sub-Account/(3)/
MFS Investors Growth Stock - Service Class Sub-Account
MFS Total Return - Service Class Sub-Account
MFS Value - Service Class Sub-Account
PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
PIMCO Money Market - Administrative Shares Sub-Account
PIMCO Real Return - Administrative Shares Sub-Account
PIMCO Total Return - Administrative Shares Sub-Account
Oppenheimer Discovery Mid Cap Growth Fund/VA - Class 2 Shares Sub-Account/(1)/
Oppenheimer Main Street Small Cap Fund - Class 2 Shares
Guggenheim VT Long Short Equity Sub-Account (formerly, Guggenheim VT U.S. Long
Short Momentum Sub-Account)
T. Rowe Price Equity Income - II Sub-Account
T. Rowe Price Blue Chip Growth - II Sub-Account
UIF U.S. Real Estate, Class II Sub-Account
Van Eck VIP Multi-Manager Alternatives Sub-Account
Invesco V.I. Growth and Income, Series II Sub-Account
Invesco V.I. Government Securities, Series II Sub-Account

         MODEL PORTFOLIO OPTION 2 (RIDER DATE ON OR AFTER MAY 1, 2005)
--------------------------------------------------------------------------------
                                   Excluded
--------------------------------------------------------------------------------
Invesco V.I. American Franchise - Series II Sub-Account
Alger Large Cap Growth - Class S Sub-Account
Alger Capital Appreciation - Class S Sub-Account
Alger Mid Cap Growth - Class S Sub-Account/(4)/
Fidelity(R) VIP Growth - Service Class 2 Sub-Account
MFS New Discovery - Service Class Sub-Account
Oppenheimer Global Fund/VA - Class 2 Shares Sub-Account
UIF Growth Class II Sub-Account
Van Eck VIP Emerging Markets Sub-Account
Van Eck VIP Global Hard Assets Sub-Account
Invesco V.I. Mid Cap Growth, Series II Sub-Account
--------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Discovery Mid Cap Growth/VA - Class 2 Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable Sub-Account if they withdraw or otherwise transfer
  their entire contract value from the Variable Sub-Account following the
  closure date. Contract Owners who did not have contract value invested in
  this Variable Sub-Account as of the specified closure date may not invest in
  the Variable Sub-Account.

(2)Effective August 19, 2011, the Invesco V.I. Value Opportunities - Series II
   Sub-Account closed to all Contract Owners except those Contract Owners who
   had contract value invested in the Variable Sub-Account as of the closure
   date. Contract Owners who had contract value invested in the Variable
   Sub-Account as of the closure date may continue to submit additional
   investments into the Variable Sub-Account thereafter, although they will not
   be

                               26     PROSPECTUS


  permitted to invest in the Variable Sub-Account if they withdraw or otherwise
  transfer their entire contract value from the Variable Sub-Account following
  the closure date. Contract Owners who did not have contract value invested in
  the Variable Sub-Account as of the closure date may not invest in the
  Variable Sub-Account.

(3)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

(4)Effective as of January 31, 2014, the Alger Mid-Cap Growth - Class S
   Sub-Account was closed to all Contract Owners except those Contract Owners
   who had contract value invested in the Variable Sub-Account as of the
   closure date. Contract Owners who had contract value invested in the
   Variable Sub-Account as of the closure date may continue to submit
   additional investments into the Variable Sub-Account thereafter, although
   they will not be permitted to invest in the Variable Sub-Account if they
   withdrew or otherwise transferred their entire contract value from the
   Variable Sub-Account following the closure date. Contract Owners who did not
   have contract value invested in the Variable Sub-Account as of the closure
   date will not be permitted to invest in the Variable Sub-Account.

TRUEBALANCE/SM/ MODEL PORTFOLIO OPTIONS.

If you choose one of the TrueBalance/SM/ Model Portfolio Options or transfer
your entire Contract Value into one of the TrueBalance/SM/ Model Portfolio
Options, you may not choose the Variable Sub-Accounts or make transfers among
the Variable Sub-Accounts in the TrueBalance Model Portfolio Option. Each
TrueBalance Model Portfolio involves an allocation of assets among a group of
pre-selected Variable Sub-Accounts. You cannot make transfers among the
Variable Sub-Accounts nor vary the Variable Sub-Accounts that comprise a
TrueBalance Model Portfolio Option. If you choose a TrueBalance Model Portfolio
Option, we will invest and periodically reallocate your Contract Value
according to the allocation percentages and requirements for the TrueBalance
Model Portfolio Option you have selected currently. For more information
regarding the TrueBalance program, see the "TrueBalance/SM/ Asset Allocation
Program" section of this prospectus. However, note that the restrictions
described in this section, specifically the restrictions on transfers and the
requirement that all of your Contract Value be allocated to a TrueBalance Model
Portfolio Option, apply to the TrueBalance program only if you have added the
TrueReturn Option to your Contract.

PLEASE NOTE ONLY CERTAIN TRUEBALANCE MODEL PORTFOLIO OPTIONS ARE AVAILABLE WITH
YOUR TRUERETURN OPTION AS SUMMARIZED IN THE TABLE UNDER INVESTMENT REQUIREMENTS
ABOVE.

CANCELLATION OF THE TRUERETURN OPTION.

You may not cancel the TrueReturn Option or make transfers, changes to your
investment allocations, or changes to the Automatic Portfolio Rebalancing
Program that are inconsistent with the investment restrictions applicable to
your Guarantee Option and/or Model Portfolio Option prior to the 5th Rider
Anniversary. Failure to comply with the investment requirements for any reason
may result in the cancellation of the TrueReturn Option. On or after the 5th
Rider Anniversary, we will cancel the TrueReturn Option if you make transfers,
changes to your investment allocations, or changes to the Automatic Portfolio
Rebalancing Program that are inconsistent with the investment requirements
applicable to your Guarantee Option and/or Model Portfolio Option. We will not
cancel the TrueReturn Option or make any changes to your investment allocations
or to the Automatic Portfolio Rebalancing Program that are inconsistent with
the investment restrictions applicable to your Guarantee Option until we
receive notice from you that you wish to cancel the TrueReturn Option. No
Accumulation Benefit will be paid if you cancel the Option prior to the Rider
Maturity Date.

DEATH OF OWNER OR ANNUITANT.

If the Contract Owner or Annuitant dies before the Rider Maturity Date and the
Contract is continued under Option D of the Death of Owner or Death of
Annuitant provision as described on page 61 of this prospectus, then the
TrueReturn Option will continue, unless the new Contract Owner elects to cancel
this Option. If the TrueReturn Option is continued, it will remain in effect
until terminated. If the Contract is not continued under Option D, then the
TrueReturn Option will terminate on the date we receive a Complete Request for
Settlement of the Death Proceeds.

If an Annuitant dies before the Payout Start Date, and the Contract is
continued under Category 1 of the Death of Annuitant provision of the Contract,
the TrueReturn Accumulation Benefit Option will remain in effect until
terminated. If the Contract is not continued under Category 1, then the
TrueReturn Accumulation Benefit Option will terminate on the date we receive a
complete request for settlement of the Death Proceeds.

RIDER TRADE-IN OPTION.

We offer a "Rider Trade-In Option" that allows you to cancel your TrueReturn
Accumulation Benefit Option and immediately add a new TrueReturn Accumulation
Benefit Option ("NEW OPTION"), provided all of the following conditions are met:

.   The trade-in must occur on or after the 5th Rider Anniversary and prior to
    the Rider Maturity Date.

.   The New Option will be made a part of your Contract on the date the
    existing TrueReturn Accumulation Benefit Option is cancelled, provided it
    is cancelled for reasons other than the termination of your Contract.

.   The New Option must be a TrueReturn Accumulation Benefit Option that we
    make available for use with the Rider Trade-In Option.

.   The issue requirements and terms and conditions of the New Option must be
    met as of the date the New Option is made a part of your Contract.

                               27     PROSPECTUS


For example, if you trade-in your TrueReturn Accumulation Benefit Option:

.   the new Rider Fee will be based on the Rider Fee percentage applicable to a
    new TrueReturn Accumulation Benefit Option at the time of trade-in;

.   the Benefit Base for the New Option will be based on the Contract Value as
    of the new Rider Date;

.   the AB Factor will be determined by the Rider Periods and Guarantee Options
    available with the New Option;

.   the Model Portfolio Options will be determined by the Model Portfolio
    Options offered with the Guarantee Options available with the New Option;

.   any waiting period for canceling the New Option will start again on the new
    Rider Date;

.   any waiting period for exercising the Rider Trade-In Option will start
    again on the new Rider Date; and

.   the terms and conditions of the Rider Trade-In Option will be according to
    the requirements of the New Option.

Currently, we are also making the SureIncome Option available at the time of
your first utilization of this TrueReturn Accumulation Benefit Option Rider
Trade-In Option. We may discontinue offering the SureIncome Option under the
Rider Trade-In Option for new TrueReturn Accumulation Benefit Options added in
the future at anytime at our discretion. If we do so, TrueReturn Options issued
prior to this time will continue to have the SureIncome Option available at the
time of the first utilization of this TrueReturn Rider Trade-In Option. You may
cancel your TrueReturn Accumulation Benefit Option and immediately add a new
SureIncome Option, provided all of the following conditions are met:

.   The trade-in must occur on or after the 5th Rider Anniversary and prior to
    the Rider Maturity Date. We reserve the right to extend the date at which
    time the trade-in may occur to up to the 10th anniversary of the Rider Date
    at any time in our sole discretion. Any change we make will not apply to a
    TrueReturn Accumulation Benefit Option that was added to your Contract
    prior to the implementation date of the change.

.   The new SureIncome Option will be made a part of your Contract on the date
    the existing TrueReturn Accumulation Benefit Option is cancelled, provided
    it is cancelled for reasons other than the termination of your Contract.

.   The new SureIncome Option must be a SureIncome Option that we make
    available for use with this Rider Trade-In Option.

.   The issue requirements and terms and conditions of the new SureIncome
    Option must be met as of the date the new SureIncome Option is made a part
    of your Contract.

You should consult with your sales representative before trading in your
TrueReturn Accumulation Benefit Option.

TERMINATION OF THE TRUERETURN OPTION.

The TrueReturn Option will terminate on the earliest of the following to occur:

.   on the Rider Maturity Date;

.   on the Payout Start Date;

.   on the date your Contract is terminated;

.   on the date the Option is cancelled;

.   on the date we receive a Complete Request for Settlement of the Death
    Proceeds; or

.   on the date the Option is replaced with a New Option under the Rider
    Trade-In Option.

We will not pay an Accumulation Benefit if the TrueReturn Option is terminated
for any reason prior to the Rider Maturity Date.

SUREINCOME WITHDRAWAL BENEFIT OPTION
We offer the SureIncome Withdrawal Benefit Option, which is available for an
additional fee. The SureIncome Option provides a guaranteed withdrawal benefit
that gives you the right to take limited partial withdrawals that total an
amount equal to your purchase payments plus any applicable credit enhancements
(subject to certain restrictions). Therefore, regardless of the subsequent
fluctuations in the value of your Contract Value, you are entitled to a Benefit
Payment each Benefit Year until your Benefit Base is exhausted (terms defined
below).

The SureIncome Option guarantees an amount up to the "BENEFIT PAYMENT
REMAINING" which will be available for withdrawal from the Contract each
"BENEFIT YEAR" until the "BENEFIT BASE" (defined below) is reduced to zero. If
the Contract Value is reduced to zero and the Benefit Base is still greater
than zero, we will distribute an amount equal to the Benefit Base to the
Contract Owner as described below under the "WITHDRAWAL BENEFIT PAYOUT PHASE".

For purposes of the SureIncome Option, "withdrawal" means the gross amount of a
withdrawal before any applicable charges such as withdrawal charges, fees,
taxes or adjustments including any applicable Market Value Adjustments and
surrender charges. Under the SureIncome Option, we currently do not treat a
withdrawal that reduces the Contract Value to less than $1,000 as a withdrawal
of the entire Contract Value.

The "RIDER DATE" is the date the SureIncome Option was made a part of your
Contract. The initial Benefit Year is the period between the Rider Date and the
first Contract Anniversary after the Rider Date. Each

                               28     PROSPECTUS


subsequent Benefit Year will coincide with (the same as) the Contract Year.

The SureIncome Option is available at issue of the Contract, or may be added
later, subject to availability and issue requirements. You may not add the
SureIncome Option to your Contract after Contract issue without our prior
approval if your Contract Value is greater than $1,000,000 at the time you try
to add the SureIncome Option. You may have only one SureIncome Option in effect
on your Contract at one time. You may only have either the TrueReturn
Accumulation Benefit Option, or the SureIncome Option in effect on your
Contract at the same time. The SureIncome Option is only available if the
oldest Contract Owner and oldest Annuitant are age 85 or younger on the
effective date of the Rider (the "Rider Application Date") (The maximum age may
depend on your state). The SureIncome Option is not available to be added to a
Contract categorized as a Tax Sheltered Annuity as defined under Internal
Revenue Code Section 403(b) at this time. We reserve the right to make the
SureIncome Option available to such Contracts on a nondiscriminatory basis in
the future at our discretion. Once added to your Contract, the SureIncome
Option may be cancelled at any time on or after the 5th calendar year
anniversary of the Rider Date by notifying us in writing in a form satisfactory
to us.

The SureIncome Option may not be available in all states. We may discontinue
offering the SureIncome Option at any time to new Contract Owners and to
existing Contract Owners who did not elect the SureIncome Option prior to the
date of discontinuance.

WITHDRAWAL BENEFIT FACTOR

The "WITHDRAWAL BENEFIT FACTOR" is used to determine the "BENEFIT PAYMENT" and
Benefit Payment Remaining. We currently offer a Withdrawal Benefit Factor equal
to 8%. We reserve the right to make other Withdrawal Benefit Factors available
in the future for new SureIncome Options and/or to eliminate the current
Withdrawal Benefit Factor. Once a Withdrawal Benefit Factor has been
established for a SureIncome Option, it cannot be changed after the Rider Date
unless that SureIncome Option is terminated.

BENEFIT PAYMENT AND BENEFIT PAYMENT REMAINING

The Benefit Payment is the amount available at the beginning of each Benefit
Year that you may withdraw during that Benefit Year. The Withdrawal Benefit
Factor and the Benefit Base are used to determine your Benefit Payment. The
Benefit Payment Remaining is the amount remaining after any previous
withdrawals in a Benefit Year that you may withdraw without reducing your
Benefit Base by more than the amount of the withdrawal and without reducing
your Benefit Payment available in future Benefit Years. Please note that any
premiums or withdrawals made on a Contract Anniversary would be applied to the
Benefit Year that just ended on that Contract Anniversary.

At the beginning of each Benefit Year, the Benefit Payment Remaining is equal
to the Benefit Payment.

During each Benefit Year the Benefit Payment Remaining will be increased by
purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
CONTRACTS) multiplied by the Withdrawal Benefit Factor (currently 8% for new
SureIncome Options) and reduced by the amount of each withdrawal. The Benefit
Payment Remaining will never be less than zero.

On the Rider Date, the Benefit Payment is equal to the greater of:

.   The Contract Value multiplied by the Withdrawal Benefit Factor (currently
    8% for new SureIncome Options); or

.   The value of the Benefit Payment of the previous Withdrawal Benefit Option
    (attached to your Contract) that is being terminated under a rider trade-in
    option (see "Rider Trade-In Option" below for more information), if
    applicable.

After the Rider Date, the Benefit Payment will be increased by purchase
payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS)
multiplied by the Withdrawal Benefit Factor and affected by withdrawals as
follows:

.   If the withdrawal is less than or equal to the Benefit Payment Remaining in
    effect immediately prior to the withdrawal, the Benefit Payment is
    unchanged.

.   If the withdrawal is greater than the Benefit Payment Remaining in effect
    immediately prior to the withdrawal, the Benefit Payment will be the lesser
    of:

   .   The Benefit Payment immediately prior to the withdrawal; or

   .   The Contract Value immediately prior to withdrawal less the amount of
       the withdrawal, multiplied by the Withdrawal Benefit Factor.

At our discretion, the Benefit Payment available during a Benefit Year may be
increased on a nondiscriminatory basis and without prior notice in order to
satisfy IRS minimum distribution requirements on the Contract under which this
Option has been elected. We are currently not increasing the Benefit Payment
available to satisfy IRS minimum distribution requirements, which may result in
a withdrawal greater than the Benefit Payment Remaining.

BENEFIT BASE

The Benefit Base is not available as a Contract Value or Settlement Value. The
Benefit Base is used solely to help calculate the Rider Fee, the amount that
may be withdrawn and payments that may be received under the SureIncome Option.
On the Rider Date, the Benefit Base is equal to the Contract Value. After the
Rider Date, the Benefit Base will be increased by purchase payments (and

                               29     PROSPECTUS


Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) and decreased by
withdrawals as follows:

.   If the withdrawal is less than or equal to the Benefit Payment Remaining in
    effect immediately prior to the withdrawal, the Benefit Base will be
    reduced by the amount of the withdrawal.

If the withdrawal is greater than the Benefit Payment Remaining in effect
immediately prior to the withdrawal, the Benefit Base will be the lesser of:

.   The Contract Value immediately prior to withdrawal less the amount of the
    withdrawal; or

.   The Benefit Base immediately prior to withdrawal less the amount of the
    withdrawal.

The Benefit Base may also be reduced in other situations as detailed in the
"Owner and Assignment of Payments or Interest" section below.

IF THE BENEFIT BASE IS REDUCED TO ZERO, THIS SUREINCOME OPTION WILL TERMINATE.

For numerical examples that illustrate how the values defined under the
SureIncome Option are calculated, see Appendix G.

CONTRACT OWNER AND ASSIGNMENT OF PAYMENTS OR INTEREST

If you change the Contract Owner or assign any payments or interest under this
Contract, as allowed, to any living or non-living person other than your spouse
on or after the first calendar year anniversary of the Rider Date, the Benefit
Base will be recalculated to be the lesser of the Contract Value and the
Benefit Base at the time of assignment.

CONTRACT VALUE

If your Contract Value is reduced to zero due to fees or withdrawals and your
Benefit Base is still greater than zero, your Contract will immediately enter
the Withdrawal Benefit Payout Phase. Under the SureIncome Option, we currently
do not treat a withdrawal that reduces the Contract Value to less than $1,000
as a withdrawal of the entire Contract Value. We reserve the right to change
this at any time.

WITHDRAWAL BENEFIT PAYOUT PHASE

Under the Withdrawal Benefit Payout Phase, the Accumulation Phase of the
Contract ends and the Contract enters the Payout Phase subject to the following:

.   The "WITHDRAWAL BENEFIT PAYOUT START DATE" is the date the Withdrawal
    Benefit Payout Phase is entered and the Accumulation Phase of the Contract
    ends.

.   No further withdrawals, purchase payments or any other actions associated
    with the Accumulation Phase can be made after the Withdrawal Benefit Payout
    Start Date.

.   The Payout Start Date is the first day of the next Benefit Year after the
    Withdrawal Benefit Payout Start Date. We reserve the right to allow other
    Payout Start Dates to be requested on a nondiscriminatory basis without
    prior notice.

.   During the Withdrawal Benefit Payout Phase, we will make scheduled fixed
    income payments to the Owner (or new Contract Owner) at the end of each
    month starting one month after the Payout Start Date. The amount of each
    payment will be equal to the Benefit Payment divided by 12, unless a
    payment frequency other than monthly is requested in a form acceptable to
    us and received by us before the first payment is made (the amount of each
    payment will be adjusted accordingly; i.e. if the payment frequency
    requested is quarterly, the amount of each payment will be equal to the
    Benefit Payment divided by 4). Payments will be made over a period certain
    such that total payments made will equal the Benefit Base on the Payout
    Start Date; therefore, the final payment may be reduced. If your Contract
    is a qualified contract, meaning an individual retirement annuity qualified
    as defined under Internal Revenue Code Section 408(b) or a Tax Sheltered
    Annuity as defined under Internal Revenue Code Section 403(b), the period
    certain cannot exceed that which is required by Internal Revenue Code
    Section 401(a)(9) and regulations promulgated thereunder. Therefore, the
    amount of each payment under this Option may be larger so that the sum of
    the payments made over this period equals the Benefit Base on the Payout
    Start Date. Additionally, if your Contract is a qualified contract, we will
    not permit a change in the payment frequency or level.

.   If your Contract is a non-qualified contract, we reserve the right to allow
    other payment frequencies or levels to be requested on a nondiscriminatory
    basis without prior notice. In no event will we allow more than one change
    in the payment frequency or level during a Contract Year.

.   If the Contract Owner dies before all payments have been made, the
    remaining payments will continue to be made to the new Contract Owner as
    scheduled.

.   Once all scheduled payments have been paid, the Contract will terminate.

Generally, you may not make withdrawals, purchase payments or any other actions
associated with the Accumulation Phase after the Withdrawal Benefit Payout
Start Date.

EXAMPLE

BEGINNING OF BENEFIT YEAR 1*

Contract Value = $100,000

Benefit Base = $100,000

Benefit Payment = $8,000

Benefit Payment Remaining = $8,000

                               30     PROSPECTUS


In this example, you can take a Benefit Payment of up to $8,000 in Benefit Year
1. If a withdrawal of $6,000 is taken then the following values would apply:

Contract Value = $94,000 (Assuming that your Contract Value has not been
affected by any other factors)

Benefit Base = $94,000

Benefit Payment = $8,000

Benefit Payment Remaining = $2,000

BEGINNING OF BENEFIT YEAR 2

Contract Value = $70,000 (Assuming that your contract value has declined due to
poor performance)

Benefit Base = $94,000

Benefit Payment = $8,000

Benefit Payment Remaining = $8,000 (resets at the beginning of each Benefit
Year)

In Benefit Year 2 you have the right to a Benefit Payment of $8,000 and since
you have not taken any withdrawals yet in Benefit Year 2, the Benefit Payment
Remaining would also be $8,000 at the beginning of Benefit Year 2.

* THIS EXAMPLE ASSUMES AN INITIAL CONTRACT VALUE OF $100,000, NO ADDITIONAL
PURCHASE PAYMENTS, A WITHDRAWAL BENEFIT FACTOR OF 8% AND DOES NOT TAKE INTO
ACCOUNT FEES OR CHARGES.

INVESTMENT REQUIREMENTS

If you add the SureIncome Option to your Contract, you must adhere to certain
requirements related to the investment alternatives in which you may invest.
The specific requirements are described below in more detail and will depend on
your currently selected Model Portfolio Option and your Withdrawal Benefit
Factor. These requirements may include, but are not limited to, maximum
investment limits on certain Variable Sub-Accounts or on certain Fixed Account
Options, exclusion of certain Variable Sub-Accounts or of certain Fixed Account
Options, required minimum allocations to certain Variable Sub-Accounts, and
restrictions on transfers to or from certain investment alternatives. We may
also require that you use the Automatic Portfolio Rebalancing Program. We may
change the specific requirements that are applicable at any time in our sole
discretion. Any changes we make will not apply to a SureIncome Option that was
made a part of your Contract prior to the implementation date of the change,
except for changes made due to a change in investment alternatives available
under the Contract. This restriction does not apply to a new Option elected
pursuant to the Rider Trade-In Option. We reserve the right to have
requirements unique to specific Withdrawal Benefit Factors if we make other
Withdrawal Benefit Factors available in the future, including specific model
portfolio options ("Model Portfolio Options") as described below, available
only to certain Withdrawal Benefit Factors.

When you add the SureIncome Option to your Contract, you must allocate your
entire Contract Value as follows:

1) to a MODEL PORTFOLIO OPTION available as described below;

2) to the DCA Fixed Account Option and then transfer all purchase payments (and
   Credit Enhancements for Consultant Solutions Plus Contracts) and interest to
   the Variable Sub-Accounts; or

3) to a combination of (1) and (2) above.

For (2) and (3) above, the requirements for the DCA Fixed Account Option must
be met. See the "Dollar Cost Averaging Fixed Account Option" section of this
prospectus for more information.

On the Rider Date, you must select only one of the Model Portfolio Options in
which to allocate your Contract Value. After the Rider Date, you may transfer
your entire Contract Value to any of the other available Model Portfolio
Options. We currently offer several Model Portfolio Options. The Model
Portfolio Options that are available may differ depending upon the effective
date of your Withdrawal Benefit Option and your Withdrawal Benefit Factor.
Please refer to the Model Portfolio Option and TrueBalance/SM/ Model Portfolio
Options sections for more details. We may add other Model Portfolio Options in
the future. We also may remove Model Portfolio Options in the future anytime
prior to the date you select such Model Portfolio Option. In addition, if the
investment alternatives available under the Contract change, we may revise the
Model Portfolio Options. The following table summarizes the Model Portfolio
Options currently available for use:

                           *MODEL PORTFOLIO OPTION 1
--------------------------------------------------------------------------------
*TrueBalance Conservative Model Portfolio Option
*TrueBalance Moderately Conservative Model Portfolio Option
*TrueBalance Moderate Model Portfolio Option
*TrueBalance Moderately Aggressive Model Portfolio Option
*TrueBalance Aggressive Model Portfolio Option
--------------------------------------------------------------------------------

You may not allocate any of your Contract Value to the Standard Fixed Account
Option or to the Market Value Adjusted Fixed Account Option. You must transfer
any portion of your Contract Value that is allocated to the Standard Fixed
Account Option or to the Market Value Adjusted Fixed Account Option to the
Variable Sub-Accounts prior to adding the SureIncome Option to your Contract.
Transfers from the Market Value Adjusted Fixed Account Option may be subject to
a Market Value Adjustment. You may allocate any portion of your purchase
payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) to
the DCA Fixed Account Option on the Rider Date, provided the DCA Fixed Account
Option is available with your Contract and in your state. See the "Dollar Cost
Averaging Fixed Account Option" section of this prospectus for more
information. We use the term

                               31     PROSPECTUS


"TRANSFER PERIOD ACCOUNT" to refer to each purchase payment allocation made to
the DCA Fixed Account Option for a specified term length. At the expiration of
a Transfer Period Account any remaining amounts in the Transfer Period Account
will be transferred to the Variable Sub-Accounts according to your most recent
percentage allocation selections.

Any subsequent purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made to your Contract will be allocated to the
Variable Sub-Accounts according to your specific instructions or your
allocation for the previous purchase payment, unless you request that the
purchase payment (and Credit Enhancement for CONSULTANT SOLUTIONS PLUS
CONTRACTS) be allocated to the DCA Fixed Account Option. Purchase payments
allocated to the DCA Fixed Account Option must be $500 or more. Any withdrawals
you request will reduce your Contract Value invested in each of the investment
alternatives on a pro rata basis in the proportion that your Contract Value in
each bears to your total Contract Value in all Variable Sub-Accounts, unless
you request otherwise.

MODEL PORTFOLIO OPTION 1.

If you choose Model Portfolio Option 1 or transfer your entire Contract Value
into Model Portfolio Option 1, you currently may allocate up to 100% of your
Contract Value in any manner you choose to the Available Variable Sub-Accounts
shown in the table below. You may not allocate ANY PORTION of your Contract
Value to the Excluded Variable Sub-Accounts. You may make transfers among any
of the Available Variable Sub-Accounts. However, each transfer you make will
count against the 12 transfers you can make each Contract Year without paying a
transfer fee.

Currently the Available Variable Sub-Accounts and the Excluded Variable
Sub-Accounts are as follows:

--------------------------------------------------------------------------------
                                   Available
--------------------------------------------------------------------------------
Invesco V.I. Value Opportunities - Series II Sub-Account/(2)/
Invesco V.I. Core Equity - Series II Sub-Account
Invesco V.I. Mid Cap Core Equity - Series II Sub-Account
Fidelity(R) VIP Contrafund(R) - Service Class 2 Sub-Account
Fidelity(R) VIP Equity-Income - Service Class 2 Sub-Account
Fidelity(R) VIP Index 500 - Service Class 2 Sub-Account
Fidelity(R) VIP Investment Grade Bond - Service Class 2 Sub-Account
Fidelity(R) VIP Overseas - Service Class 2 Sub-Account
Fidelity(R) VIP Asset Manager/(SM)/ - Service Class 2 Sub-Account
Fidelity(R) VIP Money Market - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Janus Aspen Series Forty - Service Shares Sub-Account
Janus Aspen Series Perkins Mid Cap Value - Service Shares Sub-Account
Janus Aspen Series Balanced - Service Shares Sub-Account
ClearBridge Variable Fundamental All Cap Value Portfolio - Class I Sub-Account
Western Asset Variable Global High Yield Bond - Class II Sub-Acount
ClearBridge Variable Large Cap Value - Class I Sub-Account
MFS Investors Trust - Service Class Sub-Account
MFS High Yield - Service Class Sub-Account/(3)/
MFS Investors Growth Stock - Service Class Sub-Account
MFS Total Return - Service Class Sub-Account
MFS Value - Service Class Sub-Account
Oppenheimer Discovery Mid Cap Growth Fund/VA - Class 2 Shares Sub-Account/(1)/
(formerly, Oppenheimer Small & Mid Cap Growth/VA - Service Shares Sub-Account)
Oppenheimer Main Street Small Cap Fund - Class 2 Shares Sub-Account
PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
PIMCO Money Market - Administrative Shares Sub-Account
PIMCO Real Return - Administrative Shares Sub-Account
PIMCO Total Return - Administrative Shares Sub-Account
Guggenheim VT Long Short Equity Sub-Account (formerly, Guggenheim VT U.S. Long
Short Momentum Sub-Account)
T. Rowe Price Equity Income - II Sub-Account
T. Rowe Price Blue Chip Growth - II Sub-Account
UIF U.S. Real Estate, Class II Sub-Account
Van Eck VIP Multi-Manager Alternatives Sub-Account
Invesco V.I. Growth and Income, Series II Sub-Account
Invesco V.I. Government Securities, Series II Sub-Account
--------------------------------------------------------------------------------
                                   Excluded
--------------------------------------------------------------------------------
Invesco V.I. American Franchise - Series II Sub-Account
Alger Large Cap Growth - Class S Sub-Account
Alger Capital Appreciation - Class S Sub-Account
Alger Mid Cap Growth - Class S Sub-Account/(4)/
Fidelity(R) VIP Growth - Service Class 2 Sub-Account
MFS New Discovery - Service Class Sub-Account
Oppenheimer Global Fund/VA - Class 2 Shares
UIF Growth, Class II Sub-Account
Van Eck VIP Emerging Markets Sub-Account
Van Eck VIP Global Hard Assets Sub-Account
Invesco V.I. Mid Cap Growth, Series II Sub-Account
--------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Discovery Mid Cap Growth Fund/VA - Class 2 Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable Sub-Account if they withdraw or otherwise transfer
  their entire contract value from the Variable Sub-Account following the
  closure date. Contract Owners who did not have contract value invested in
  this Variable Sub-Account as of the specified closure date may not invest in
  the Variable Sub-Account.

(2)Effective August 19, 2011, the Invesco V.I. Value Opportunities - Series II
   Sub-Account closed to all Contract Owners except those Contract Owners who
   had contract value invested in the Variable Sub-Account as of the closure
   date. Contract Owners who had contract value invested in the Variable
   Sub-Account as of the closure date may continue to submit additional
   investments into the Variable Sub-Account thereafter, although they will not
   be permitted to invest in the Variable Sub-Account if they withdraw or
   otherwise transfer their entire contract value from the Variable Sub-Account
   following the closure date. Contract Owners who did not have contract value
   invested in the Variable Sub-Account as of the closure date may not invest
   in the Variable Sub-Account.

(3)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

(4)Effective as of January 31, 2014, the Alger Mid-Cap Growth - Class S
   Sub-Account was closed to all Contract Owners except those Contract Owners
   who had contract value invested in the Variable Sub-Account as of the
   closure date. Contract Owners who had contract value invested in the
   Variable Sub-Account as of the closure date may

                               32     PROSPECTUS


  continue to submit additional investments into the Variable Sub-Account
  thereafter, although they will not be permitted to invest in the Variable
  Sub-Account if they withdrew or otherwise transferred their entire contract
  value from the Variable Sub-Account following the closure date. Contract
  Owners who did not have contract value invested in the Variable Sub-Account
  as of the closure date will not be permitted to invest in the Variable
  Sub-Account.

TRUEBALANCE/SM/ MODEL PORTFOLIO OPTIONS.

If you choose one of the TrueBalance/SM/ Model Portfolio Options or transfer
your entire Contract Value into one of the TrueBalance/SM/ Model Portfolio
Options, you may not choose the Variable Sub-Accounts or make transfers among
the Variable Sub-Accounts in the TrueBalance Model Portfolio Option. Each
TrueBalance Model Portfolio involves an allocation of assets among a group of
pre-selected Variable Sub-Accounts. You cannot make transfers among the
Variable Sub-Accounts nor vary the Variable Sub-Accounts that comprise a
TrueBalance Model Portfolio Option. If you choose a TrueBalance Model Portfolio
Option, we will invest and periodically reallocate your Contract Value
according to the allocation percentages and requirements for the TrueBalance
Model Portfolio Option you have selected currently. For more information
regarding the TrueBalance program, see the "TrueBalance/SM/ Asset Allocation
Program" section of this prospectus. However, note that the restrictions
described in this section, specifically the restrictions on transfers and the
requirement that all of your Contract Value be allocated to a TrueBalance Model
Portfolio Option, apply to the TrueBalance program only if you have added the
SureIncome Option to your Contract.

CANCELLATION OF THE SUREINCOME OPTION

You may not cancel the SureIncome Option prior to the 5th calendar year
anniversary of the Rider Date. On or after the 5th calendar year anniversary of
the Rider Date you may cancel the rider by notifying us in writing in a form
satisfactory to us. We reserve the right to extend the date at which time the
cancellation may occur to up to the 10th calendar year anniversary of the Rider
Date at any time in our sole discretion. Any change we make will not apply to a
SureIncome Option that was added to your Contract prior to the implementation
date of the change.

RIDER TRADE-IN OPTION

We offer a "RIDER TRADE-IN OPTION" that allows you to cancel your SureIncome
Option and immediately add a new Withdrawal Benefit Option ("New SureIncome
Option"). We may also offer other Options ("Other New Options") under the Rider
Trade-In Option. However, you may only select one Option under this Rider
Trade-In Option at the time you cancel your SureIncome Option. Currently, we
are also making the TrueReturn Accumulation Benefit Option available at the
time of your first utilization of this Rider Trade-In Option so that you have
the ability to switch from the SureIncome Option to the TrueReturn Accumulation
Benefit Option. We may discontinue offering the TrueReturn Option under the
Rider Trade-In Option for New SureIncome Options added in the future at anytime
at our discretion.

This Rider Trade-in Option is available provided all of the following
conditions are met:

.   The trade-in must occur on or after the 5th calendar year anniversary of
    the Rider Date. We reserve the right to extend the date at which time the
    trade-in may occur to up to the 10th calendar year anniversary of the Rider
    Date at any time in our sole discretion. Any change we make will not apply
    to a SureIncome Option that was added to your Contract prior to the
    implementation date of the change.

.   The New Option will be made a part of your Contract on the date the
    existing Option is cancelled, provided it is cancelled for reasons other
    than the termination of your Contract.

.   The New Option must be an Option that we make available for use with this
    Rider Trade-In Option.

.   The issue requirements and terms and conditions of the New Option must be
    met as of the date the New Option is made a part of your Contract.

If the New Option is a SureIncome Option, the New Option must provide that the
new Benefit Payment be greater than or equal to your current Benefit Payment as
of the date the Rider Trade-In Option is exercised, if applicable.

You should consult with your sales representative before trading in your
SureIncome Option.

DEATH OF OWNER OR ANNUITANT.

If the Contract Owner dies before the Rider Maturity Date and the Contract is
continued under Option D of the Death of Owner provision of your Contract, as
described on page 61 of your prospectus, then the SureIncome Option will
continue, unless the new Contract Owner elects to cancel this Option. If the
SureIncome Option is continued, it will remain in effect until terminated. If
the Contract is not continued under Option D, then the SureIncome Option will
terminate on the date we receive a Complete Request for Settlement of the Death
Proceeds.

If an Annuitant dies before the Payout Start Date, and the Contract is
continued under Category 1 of the Death of Annuitant provision of the Contract,
the SureIncome Option will remain in effect until terminated. If the Contract
is not continued under Category 1, then the SureIncome Option will terminate on
the date we receive a complete request for settlement of the Death Proceeds.

TERMINATION OF THE SUREINCOME OPTION

This SureIncome Option will terminate on the earliest of the following to occur:

.   The Benefit Base is reduced to zero;

.   On the Payout Start Date (except if the Contract enters the Withdrawal
    Benefit Payout Phase as defined under the Withdrawal Benefit Payout Phase
    section);

                               33     PROSPECTUS


.   On the date the Contract is terminated;

.   On the date the SureIncome Option is cancelled;

.   On the date we receive a Complete Request for Settlement of the Death
    Proceeds; or

.   On the date the SureIncome Option is replaced with a New Option under the
    Rider Trade-In Option.

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
--------------------------------------------------------------------------------

You may allocate your purchase payments to up to 46 Variable Sub-accounts. Each
Variable Sub-account 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 each Portfolio, please refer to the prospectuses for the
Funds. We will mail to you a prospectus for each Portfolio related to the
Variable Sub-Accounts to which you allocate your purchase payment.

YOU SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND
EXPENSES OF THE INVESTMENT ALTERNATIVES WHEN MAKING AN ALLOCATION TO THE
VARIABLE SUB-ACCOUNTS. TO OBTAIN ANY OR ALL OF THE UNDERLYING PORTFOLIO
PROSPECTUSES, PLEASE CONTACT US AT 800-457-7617.


PORTFOLIO                                INVESTMENT OBJECTIVE                     INVESTMENT ADVISER
--------------------------------------------------------------------------------------------------------------
INVESCO VARIABLE INSURANCE FUNDS
--------------------------------------------------------------------------------------------------------------
Invesco V.I. Value Opportunities Fund -  Long-term growth of capital
 Series II/(2)/
----------------------------------------------------------------------------------
Invesco V.I. American Franchise Fund -   Capital appreciation
 Series II
----------------------------------------------------------------------------------
Invesco V.I. Core Equity Fund - Series   Long-term growth of capital              INVESCO ADVISERS, INC.
 II
----------------------------------------------------------------------------------
Invesco V.I. Mid Cap Core Equity Fund -  Long-term growth of capital
 Series II
----------------------------------------------------------------------------------
Invesco V.I. Mid Cap Growth Portfolio,   Capital growth
 Series II
----------------------------------------------------------------------------------
Invesco V.I. Government Securities,      Total return, comprised of current
 Series II                                income and capital appreciation
----------------------------------------------------------------------------------
Invesco V.I. Growth and Income           Long-term growth of capital and income.
 Portfolio, Series II
----------------------------------------------------------------------------------
THE ALGER PORTFOLIOS
--------------------------------------------------------------------------------------------------------------
Alger Large Cap Growth Portfolio -       Long-term capital appreciation
 Class S
----------------------------------------------------------------------------------FRED ALGER MANAGEMENT, INC.
Alger Capital Appreciation Portfolio -   Long-term capital appreciation
 Class S
----------------------------------------------------------------------------------
Alger Mid Cap Growth Portfolio - Class   Long-term capital appreciation
 S/(3)/
----------------------------------------------------------------------------------
FIDELITY(R) VARIABLE INSURANCE PRODUCTS
--------------------------------------------------------------------------------------------------------------
Fidelity(R) VIP Asset Manager/(SM)/      High total return with reduced risk
 Portfolio - Service Class 2              over the long term by allocating its
                                          assets among stocks, bonds, and
                                          short-term instruments.
----------------------------------------------------------------------------------
Fidelity(R) VIP Contrafund(R) Portfolio  Long-term capital appreciation
 - Service Class 2
----------------------------------------------------------------------------------FIDELITY MANAGEMENT &
Fidelity(R) VIP Equity-Income Portfolio  Reasonable income. The fund will also    RESEARCH COMPANY
 - Service Class 2                        consider the potential for capital
                                          appreciation. The fund's goal is to
                                          achieve a yield which exceeds the
                                          composite yield on the securities
                                          comprising the Standard & Poor's
                                          500/(SM)/ Index (S&P 500(R)).
----------------------------------------------------------------------------------
Fidelity(R) VIP Growth Portfolio -       To achieve capital appreciation
 Service Class 2
----------------------------------------------------------------------------------
Fidelity(R) VIP Index 500 Portfolio -    Investment results that correspond to
 Service Class 2                          the total return of common stocks
                                          publicly traded in the United States
                                          as represented by the Standard &
                                          Poor's 500/(SM)/ Index (S&P 500(R))
----------------------------------------------------------------------------------
Fidelity(R) VIP Investment Grade Bond    As high a level of current income as is
 Portfolio - Service Class 2              consistent with the preservation of
                                          capital
----------------------------------------------------------------------------------
Fidelity(R) VIP Money Market Portfolio   As high a level of current income as is
 - Service Class 2                        consistent with preservation of
                                          capital and liquidity.
----------------------------------------------------------------------------------
Fidelity(R) VIP Overseas Portfolio -     Long-term growth of capital
 Service Class 2
----------------------------------------------------------------------------------

                               34     PROSPECTUS



PORTFOLIO                                INVESTMENT OBJECTIVE                     INVESTMENT ADVISER
------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES
------------------------------------------------------------------------------------------------------------
Janus Aspen Series Balanced Portfolio -  Long-term capital growth, consistent
 Service Shares                           with preservation of capital and
                                          balanced by current income.             JANUS CAPITAL MANAGEMENT
----------------------------------------------------------------------------------LLC
Janus Aspen Series Overseas Portfolio -  Long-term growth of capital.
 Service Shares
----------------------------------------------------------------------------------
Janus Aspen Series Forty Portfolio -     Long-term growth of capital.
 Service Shares
----------------------------------------------------------------------------------
Janus Aspen Series Perkins Mid Cap       Capital appreciation.                    SUBADVISER: PERKINS
 Value Portfolio - Service Shares                                                 INVESTMENT MANAGEMENT
                                                                                  LLC
------------------------------------------------------------------------------------------------------------
LEGG MASON PARTNERS VARIABLE EQUITY
 TRUST
------------------------------------------------------------------------------------------------------------
ClearBridge Variable All Cap Value       Long-term capital growth. Current
 Portfolio - Class I                      income is a secondary objective         LEGG MASON PARTNERS FUND
----------------------------------------------------------------------------------ADVISOR, LLC
ClearBridge Variable Large Cap Value     Long-term growth of capital. Current
 Portfolio - Class I                      income is a secondary objective
----------------------------------------------------------------------------------
LEGG MASON PARTNERS VARIABLE INCOME
 TRUST
------------------------------------------------------------------------------------------------------------
Western Asset Variable Global High       Maximum total return, consistent with    LEGG MASON PARTNERS FUND
 Yield Bond Portfolio - Class II          preservation of capital                 ADVISOR, LLC
------------------------------------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST/(SM)/
------------------------------------------------------------------------------------------------------------
MFS High Yield Series - Service          Total return with an emphasis on high
 Class/(4)/                               current income, but also considering
                                          capital appreciation
----------------------------------------------------------------------------------
MFS Investors Growth Stock Series -      Capital appreciation
 Service Class                                                                    MFS(TM) INVESTMENT
----------------------------------------------------------------------------------MANAGEMENT
MFS Investors Trust Series - Service     Capital appreciation
 Class
----------------------------------------------------------------------------------
MFS New Discovery Series - Service Class Capital appreciation
----------------------------------------------------------------------------------
MFS Total Return Series - Service Class  Total return
----------------------------------------------------------------------------------
MFS Value Series - Service Class         Capital appreciation
----------------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS
------------------------------------------------------------------------------------------------------------
Oppenheimer Global Fund/VA - Class 2     Capital appreciation
 Shares
----------------------------------------------------------------------------------OPPENHEIMERFUNDS, INC.
Oppenheimer Main Street Small Cap        Capital appreciation.
 Fund(R)/VA - Class 2 Shares
----------------------------------------------------------------------------------
Oppenheimer Discovery Mid Cap Growth     Capital appreciation.
 Fund/VA - Class 2 Shares/(1)/
----------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST
------------------------------------------------------------------------------------------------------------
PIMCO Foreign Bond Portfolio (U.S.       Maximum total return, consistent with
 Dollar- Hedged) - Administrative Shares  preservation of capital and prudent
                                          investment management.
----------------------------------------------------------------------------------PACIFIC INVESTMENT
PIMCO Money Market Portfolio -           Maximum current income, consistent with  MANAGEMENT COMPANY LLC
 Administrative Shares                    preservation of capital and daily
                                          liquidity
----------------------------------------------------------------------------------
PIMCO Real Return Portfolio -            Maximum real return, consistent with
 Administrative Shares                    preservation of real capital and
                                          prudent investment management
----------------------------------------------------------------------------------
PIMCO Total Return Portfolio -           Maximum total return, consistent with
 Administrative Shares                    preservation of capital and prudent
                                          investment management.
----------------------------------------------------------------------------------
THE RYDEX VARIABLE TRUST
------------------------------------------------------------------------------------------------------------
Guggenheim VT Long Short Equity Fund     Long-term capital appreciation.          GUGGENHEIM INVESTMENTS
 (formerly, Guggenheim VT U.S. Long
 Short Momentum Fund)
------------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY SERIES, INC.
------------------------------------------------------------------------------------------------------------
T. Rowe Price Blue Chip Growth           Long-term capital growth. Income is a
 Portfolio - II                           secondary objective.                    T. ROWE PRICE ASSOCIATES,
----------------------------------------------------------------------------------INC.
T. Rowe Price Equity Income Portfolio -  Substantial dividend income as well as
 II                                       long-term growth of capital through
                                          investments in the common stocks of
                                          established companies.
----------------------------------------------------------------------------------

                               35     PROSPECTUS



PORTFOLIO                                INVESTMENT OBJECTIVE                     INVESTMENT ADVISER
------------------------------------------------------------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
------------------------------------------------------------------------------------------------------------
UIF Growth Portfolio, Class II           Long-term capital appreciation by
                                          investing primarily in growth-oriented  MORGAN STANLEY INVESTMENT
                                          equity securities of large              MANAGEMENT INC.
                                          capitalization companies.
----------------------------------------------------------------------------------
UIF U.S. Real Estate Portfolio, Class II 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 ECK VIP TRUST
------------------------------------------------------------------------------------------------------------
Van Eck VIP Multi-Manager Alternatives   Consistent absolute (positive) returns
 Fund                                     in various market cycles
----------------------------------------------------------------------------------VAN ECK ASSOCIATES
Van Eck VIP Emerging Markets Fund        Long-term capital appreciation by        CORPORATION
                                          investing primarily in equity
                                          securities in emerging markets around
                                          the world
----------------------------------------------------------------------------------
Van Eck VIP Global Hard Assets Fund      Long-term capital appreciation by
                                          investing primarily in hard asset
                                          securities. Income is a secondary
                                          consideration
----------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Discovery Mid Cap Growth Fund/VA - Class 2 Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable Sub-Account if they withdraw or otherwise transfer
  their entire contract value from the Variable Sub-Account following the
  closure date. Contract Owners who did not have contract value invested in
  this Variable Sub-Account as of the specified closure date may not invest in
  the Variable Sub-Account.

(2)Effective August 19, 2011, the Invesco V.I. Value Opportunities - Series II
   Sub-Account closed to all Contract Owners except those Contract Owners who
   had contract value invested in the Variable Sub-Account as of the closure
   date. Contract Owners who had contract value invested in the Variable
   Sub-Account as of the closure date may continue to submit additional
   investments into the Variable Sub-Account thereafter, although they will not
   be permitted to invest in the Variable Sub-Account if they withdraw or
   otherwise transfer their entire contract value from the Variable Sub-Account
   following the closure date. Contract Owners who did not have contract value
   invested in the Variable Sub-Account as of the closure date may not invest
   in the Variable Sub-Account.

(3)Effective as of January 31, 2014, the Alger Mid-Cap Growth - Class S
   Sub-Account was closed to all Contract Owners except those Contract Owners
   who had contract value invested in the Variable Sub-Account as of the
   closure date. Contract Owners who had contract value invested in the
   Variable Sub-Account as of the closure date may continue to submit
   additional investments into the Variable Sub-Account thereafter, although
   they will not be permitted to invest in the Variable Sub-Account if they
   withdrew or otherwise transferred their entire contract value from the
   Variable Sub-Account following the closure date. Contract Owners who did not
   have contract value invested in the Variable Sub-Account as of the closure
   date will not be permitted to invest in the Variable Sub-Account.

(4)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE
INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES.
SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS IN, OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

TRUEBALANCE/SM/ ASSET ALLOCATION PROGRAM
THE TRUEBALANCE ASSET ALLOCATION PROGRAM ("TRUEBALANCE PROGRAM") IS NO LONGER
OFFERED FOR NEW ENROLLMENTS. IF YOU ENROLLED IN THE TRUEBALANCE PROGRAM PRIOR
TO JANUARY 31, 2008, YOU MAY REMAIN IN THE PROGRAM. IF YOU TERMINATE YOUR
ENROLLMENT OR OTHERWISE TRANSFER YOUR CONTRACT VALUE OUT OF THE PROGRAM, YOU
MAY NOT RE-ENROLL.

There is no additional charge for the TrueBalance program. Participation in the
TrueBalance program may be limited if you have elected certain Contract Options
that impose restrictions on the investment alternatives which you may invest,
such as the Income Protection Benefit Option, the TrueReturn Accumulation
Benefit Option or a Withdrawal Benefit Option. See the sections of this
prospectus discussing these Options for more information.

Asset allocation is the process by which your Contract Value is invested in
different asset classes in a way that matches your risk tolerance, time
horizon, and investment goals. Theoretically, different asset classes tend to
behave differently under various economic and market conditions. By spreading
your Contract Value across a range of asset classes, you may, over time, be

                               36     PROSPECTUS


able to reduce the risk of investment volatility and potentially enhance
returns. Asset allocation does not guarantee a profit or protect against loss
in a declining market.

Your sales representative helps you determine whether participating in an asset
allocation program is appropriate for you. You complete a questionnaire to
identify your investment style. Based on your investment style, you select one
asset allocation model portfolio among the available model portfolios which may
range from conservative to aggressive. Your Contract Value is allocated among
the Variable Sub-Accounts according to your selected model portfolio. Not all
Variable Sub-Accounts are available in any one model portfolio, and you must
only allocate your Contract Value to the limited number of Variable
Sub-Accounts available in the model portfolio you select. You should not select
a model portfolio without first consulting with your sales representative.

Lincoln Benefit and the principal underwriter of the Contracts, Allstate
Distributors, L.L.C., Inc., do not intend to provide any personalized
investment advice in connection with the TrueBalance program and you should not
rely on this program as providing individualized investment recommendations to
you.

Lincoln Benefit retained an independent investment management firm ("investment
management firm") to construct the TrueBalance model portfolios. The investment
management firm does not provide advice to Lincoln Benefit's Contract Owners.
Neither Lincoln Benefit nor the investment management firm is acting for any
Contract Owner as a "fiduciary" or as an "investment manager," as such terms
are defined under applicable laws and regulations relating to the Employee
Retirement Income Security Act of 1974 (ERISA).

The investment management firm does not take into account any information about
any Contract Owner or any Contract Owner's assets when creating, providing or
maintaining any TrueBalance model portfolio. Individual Contract Owners should
ultimately rely on their own judgment and/or the judgment of a financial
advisor in making their investment decisions. Neither Lincoln Benefit nor the
investment management firm is responsible for determining the suitability of
the TrueBalance model portfolios for the Contract Owners' purposes.

Each of the five model portfolios specifies an allocation among a mix of
Variable Sub-Accounts that considers the investment goals of the applicable
investment style. On the business day we accept your participation in the
TrueBalance program, we will automatically reallocate any existing Contract
Value in the Variable Sub-Accounts according to the model portfolio you
selected. If any portion of your existing Contract Value is allocated to the
Standard Fixed Account or MVA Fixed Account Options and you wish to allocate
any portion of it to the model portfolio, you must transfer that portion to the
Variable Sub-Accounts. In addition, as long as you participate in the
TrueBalance program, you must allocate all of your purchase payments (and
Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) to the Fixed
Account Options and/or the Variable Sub-Accounts currently offered in your
model portfolio. Any purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) you allocate to the DCA Fixed Account Option will be
automatically transferred, along with interest, in equal monthly installments
to the Variable Sub-Accounts according to the model portfolio you selected.

We use the term "Transfer Period Account" to refer to each purchase payment
allocation made to the DCA Fixed Account Option for a specified term length. At
the expiration of a Transfer Period Account any remaining amounts in the
Transfer Period Account will be transferred to the Variable Sub-Account
according to the percentage allocation for the model portfolio you selected.

Lincoln Benefit may offer new or revised TrueBalance model portfolios at any
time, and may retain a different investment management firm to create any such
new or revised TrueBalance model portfolios. Lincoln Benefit will not
automatically reallocate your Contract Value allocated to the Variable
Sub-Accounts to match any new or revised model portfolios that are offered. If
you are invested in the TrueBalance model portfolio, your registered
representative or the selling broker-dealer will notify you of any new or
revised TrueBalance model portfolios that may be made available. If you wish to
invest in accordance with a new or revised TrueBalance model portfolio, you
must submit a transfer request to transfer your Contract Value in your existing
TrueBalance model portfolio to the new TrueBalance model portfolio. If you do
not request a transfer to a new TrueBalance model portfolio, we will continue
to rebalance your Contract Value in accordance with your existing TrueBalance
model portfolio. At any given time, you may only elect a TrueBalance model
portfolio that is available at the time of election.

You may select only one model portfolio at a time. However, you may change your
selection of model portfolio at any time, provided you select only a currently
available model portfolio. Each change you make in your model portfolio
selection will count against the 12 transfers you can make each Contract Year
without paying a transfer fee. You should consult with your sales
representative before making a change to your model portfolio selection to
determine whether the new model portfolio is appropriate for your needs.

Since the performance of each Variable Sub-Account may cause a shift in the
percentage allocated to each Variable Sub-Account, at least once every calendar
quarter we will automatically rebalance all of your Contract Value in the
Variable Sub-Accounts according to your currently selected model portfolio.

                               37     PROSPECTUS


Unless you notify us otherwise, any purchase payments you make after electing
the TrueBalance program will be allocated to your model portfolio and/or to the
Fixed Account Options according to your most recent instructions on file with
us. Once you elect to participate in the TrueBalance program, you may allocate
subsequent purchase payments to any of the Fixed Account Options available with
your Contract and/or to any of the Variable Sub-Accounts included in your model
portfolio, but only according to the allocation specifications of that model
portfolio. You may not allocate subsequent purchase payments to a Variable
Sub-Account that is not included in your model portfolio. Subsequent purchase
payments allocated to the Variable Sub-Accounts will be automatically
rebalanced at the end of the next calendar quarter according to the allocation
percentages for your currently selected model portfolio.

You may not make transfers from the Variable Sub-Accounts to any of the other
Variable Sub-Accounts. You may make transfers, as allowed under the contract,
from the Fixed Account Options to other Fixed Account Options or to the
Variable Sub-Accounts included in your model portfolio, but only according to
the allocation specifications of that model portfolio. You may make transfers
from the Variable Sub-Accounts to any of the Fixed Account Options, except the
DCA Fixed Account Option. Transfers to Fixed Account Options may be
inconsistent with the investment style you selected and with the purpose of the
TrueBalance program. However, all of your Contract Value in the Variable
Sub-Accounts will be automatically rebalanced at the end of the next calendar
quarter according to the percentage allocations for your currently selected
model portfolio. You should consult with your sales representative before
making transfers.

If you own the TrueReturn Accumulation Benefit Option, on the Rider Maturity
Date the Contract Value may be increased due to the TrueReturn Accumulation
Benefit Option. Any increase will be allocated to the PIMCO Money Market -
Administrative Shares Sub-Account. You may make transfers from this Variable
Sub-Account to the Fixed Account Options (as allowed) or the Variable
Sub-Accounts included in your model portfolio, but only according to the
allocation specification of that model portfolio. All of your Contract Value in
the Variable Sub-Accounts will be automatically rebalanced at the end of the
next calendar quarter according to the percentage allocations for your
currently selected model portfolio.

If you make a partial withdrawal from any of the Variable Sub-Accounts, your
remaining Contract Value in the Variable Sub-Accounts will be automatically
rebalanced at the end of the next calendar quarter according to the percentage
allocations for your currently selected model portfolio. If you are
participating in the Systematic Withdrawal Program when you add the TrueBalance
program or change your selection of model portfolios, you may need to update
your withdrawal instructions. If you have any questions, please consult your
sales representative.

Your participation in the TrueBalance program is subject to the program's terms
and conditions, and you may change model portfolios or terminate your
participation in the TrueBalance program at any time by notifying us in a form
satisfactory to us. We reserve the right to modify or terminate the TrueBalance
program at any time.

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS
--------------------------------------------------------------------------------

You may allocate all or a portion of your purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) to the FIXED ACCOUNT
OPTIONS. The Fixed Account Options we offer include the DOLLAR COST AVERAGING
FIXED ACCOUNT OPTION, the STANDARD FIXED ACCOUNT OPTION, and the MARKET VALUE
ADJUSTED FIXED ACCOUNT OPTION. We may offer additional Fixed Account Options in
the future. Some Options are not available in all states. In addition, Lincoln
Benefit may limit the availability of some Fixed Account Options. Please
consult with your representative for current information. The Fixed Account
supports our insurance and annuity obligations. The Fixed Account consists of
our general 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 the Fixed Account does not entitle you to share
in the investment experience of the Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTION
The Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") is
one of the investment alternatives that you can use to establish a Dollar Cost
Averaging Program, as described on page 44.

This option allows you to allocate purchase payments (and Credit Enhancements
for CONSULTANT SOLUTIONS PLUS CONTRACTS) to the Fixed Account that will then
automatically be transferred, along with interest, in equal monthly
installments to the investment alternatives that you have selected. In the
future, we may offer other installment frequencies in our discretion. Each
purchase payment allocated to the DCA Fixed Account Option must be at least
$100.

At the time you allocate a purchase payment to the DCA Fixed Account Option,
you must specify the term length over which the transfers are to take place. We
use the

                               38     PROSPECTUS


term "Transfer Period Account" to refer to each purchase payment allocation
made to the DCA Fixed Account Option for a specified term length. You establish
a new Transfer Period Account each time you allocate a purchase payment to the
DCA Fixed Account Option. We currently offer term lengths from which you may
select for your Transfer Period Account(s), ranging from 3 to 12 months. We may
modify or eliminate the term lengths we offer in the future. Refer to Appendix
A for more information.

Your purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
CONTRACTS) will earn interest while in the DCA Fixed Account Option at the
interest rate in effect at the time of the allocation, depending on the term
length chosen for the Transfer Period Account and the type of Contract you
have. The interest rates may also differ from those available for other Fixed
Account Options. The minimum interest rate associated with the DCA Fixed
Account Option is based upon state requirements and the date an application to
purchase a Contract is signed. This minimum interest rate will not change after
Contract issue.

You must transfer all of your money, plus accumulated interest, out of a
Transfer Period Account to other investment alternatives in equal monthly
installments during the term of the Transfer Period Account. We reserve the
right to restrict the investment alternatives available for transfers from any
Transfer Period Account. You may not transfer money from the Transfer Period
Accounts to any of the Fixed Account Options available under your Contract. The
first transfer will occur on the 25th day after you establish a Transfer Period
Account and monthly thereafter. If we do not receive an allocation instruction
from you when we receive the purchase payment, we will transfer each
installment to the money market Variable Sub-account until we receive a
different allocation instruction. At the expiration of a Transfer Period
Account any remaining amounts in the Transfer Period Account will be
transferred to the PIMCO Money Market - Administrative Shares Sub-Account
unless you request a different investment alternative. Transferring Contract
Value to the PIMCO Money Market - Administrative Shares Sub-Account in this
manner may not be consistent with the theory of dollar cost averaging described
on page 44.

If you discontinue the DCA Fixed Account Option before the expiration of a
Transfer Period Account, we will transfer any remaining amount in the Transfer
Period Account to the PIMCO Money Market - Administrative Shares Sub-Account
unless you request a different investment alternative.

If you have a TrueReturn Option or SureIncome Option, at the expiration of a
Transfer Period Account or if you discontinue the DCA Fixed Account Option any
amounts remaining in the Transfer Period Account will be transferred according
to the investment
requirements applicable to the Option you selected.

You may not transfer money into the DCA Fixed Account Option or add to an
existing Transfer Period Account. You may not use the Automatic Additions
Program to allocate purchase payments to the DCA Fixed Account Option.

The DCA Fixed Account Option currently is not available if you have selected
the CONSULTANT SOLUTIONS SELECT CONTRACT.

The DCA Fixed Account Option may not be available in your state. Please check
with your representative for availability.

STANDARD FIXED ACCOUNT OPTION
If you have selected the CONSULTANT SOLUTIONS CLASSIC CONTRACT, you may
allocate purchase payments or transfer amounts into the Standard Fixed Account
Option. Each such allocation establishes a "GUARANTEE PERIOD ACCOUNT" within
the Standard Fixed Account Option ("Standard Fixed Guarantee Period Account"),
which is defined by the date of the allocation. You may not allocate a purchase
payment or transfer to any existing Guarantee Period Account. Each purchase
payment or transfer allocated to a Standard Fixed Guarantee Period Account must
be at least $100.

The Standard Fixed Account Option is not available in all states.

At the time you allocate a purchase payment or transfer amount to the Standard
Fixed Account Option, you must select the Guarantee Period for that allocation
from among the available Standard Fixed Guarantee Periods. We currently offer
Standard Fixed Guarantee Periods of 1 year in length for CONSULTANT SOLUTIONS
CLASSIC. For CONSULTANT SOLUTIONS PLUS, SELECT and ELITE CONTRACTS, we
currently are not offering the Standard Fixed Account Option. Refer to Appendix
A for more information. We may offer other Guarantee Periods in the future. If
you allocate a purchase payment to the Standard Fixed Account Option, but do
not select a Standard Fixed Guarantee Period for the new Standard Fixed
Guarantee Period Account, we will allocate the purchase payment or transfer to
a new Standard Fixed Guarantee Period Account with the same Standard Fixed
Guarantee Period as the Standard Fixed Guarantee Period Account of your most
recent purchase payment or transfer. If we no longer offer that Standard Fixed
Guarantee Period, then we will allocate the purchase payment or transfer to a
new Standard Fixed Guarantee Period Account with the next shortest term
currently offered. If you have not made a prior allocation to a Guarantee
Period Account, then we will allocate the purchase payment or transfer to a new
Standard Fixed Guarantee Period Account of the shortest Standard Fixed
Guarantee Period we are offering at that time.

Some Standard Fixed Guarantee Periods are not available in all states. Please
check with your representative for availability.

                               39     PROSPECTUS


The amount you allocate to a Standard Fixed Guarantee Period Account will earn
interest at the interest rate in effect for that Standard Fixed Guarantee
Period at the time of the allocation. Interest rates may differ depending on
the type of Contract you have and may also differ from those available for
other Fixed Account Options. The minimum interest rate associated with the
Standard Fixed Account Option is based upon state requirements and the date an
application to purchase a Contract is signed. This minimum interest rate will
not change after Contract issue.

In any Contract Year, the combined amount of withdrawals and transfers from a
Standard Fixed Guarantee Period Account may not exceed 30% of the amount used
to establish that Standard Fixed Guarantee Period Account. This limitation is
waived if you withdraw your entire Contract Value. It is also waived for
amounts in a Standard Fixed Guarantee Period Account during the 30 days
following its renewal date ("30-DAY WINDOW"), described below, and for a single
withdrawal made by your surviving spouse within one year of continuing the
Contract after your death.

Amounts under the 30% limit that are not withdrawn in a Contract Year do not
carry over to subsequent Contract Years.

At the end of a Standard Fixed Guarantee Period and each year thereafter, we
will declare a renewal interest rate that will be guaranteed for 1 year.
Subsequent renewal dates will be on the anniversaries of the first renewal
date. Prior to a renewal date, we will send you a notice that will outline the
options available to you. During the 30-Day Window following the expiration of
a Standard Fixed Guarantee Period Account, the 30% limit for transfers and
withdrawals from that Guarantee Period Account is waived and you may elect to:

.   transfer all or part of the money from the Standard Fixed Guarantee Period
    Account to establish a new Guarantee Period Account within the Standard
    Fixed Account Option; or

.   transfer all or part of the money from the Standard Fixed Guarantee Period
    Account to other investment alternatives available at the time; or

.   withdraw all or part of the money from the Standard Fixed Guarantee Period
    Account. Withdrawal charges and taxes may apply.

Withdrawals taken to satisfy IRS minimum distribution rules will count against
the 30% limit. The 30% limit will be waived for a Contract Year to the extent
that:

.   you have already exceeded the 30% limit and you must still make a
    withdrawal during that Contract Year to satisfy IRS minimum distribution
    rules; or

.   you have not yet exceeded the 30% limit but you must make a withdrawal
    during that Contract Year to satisfy IRS minimum distribution rules, and
    such withdrawal will put you over the 30% limit.

The money in the Standard Fixed Guarantee Period Account will earn interest at
the declared renewal rate from the renewal date until the date we receive
notification of your election. If we receive notification of your election to
make a transfer or withdrawal from a renewing Standard Fixed Guarantee Period
Account on or before the renewal date, the transfer or withdrawal will be
deemed to have occurred on the renewal date. If we receive notification of your
election to make a transfer or withdrawal from the renewing Standard Fixed
Guarantee Period Account after the renewal date, but before the expiration of
the 30-Day Window, the transfer or withdrawal will be deemed to have occurred
on the day we receive such notice. Any remaining balance not withdrawn or
transferred from the renewing Standard Fixed Guarantee Period Account will
continue to earn interest until the next renewal date at the declared renewal
rate. If we do not receive notification from you within the 30-Day Window, we
will assume that you have elected to renew the Standard Fixed Guarantee Period
Account and the amount in the renewing Standard Fixed Guarantee Period Account
will continue to earn interest at the declared renewal rate until the next
renewal date, and will be subject to all restrictions of the Standard Fixed
Account Option.

The Standard Fixed Account Option currently is available only with the
CONSULTANT SOLUTIONS CLASSIC CONTRACT.

MARKET VALUE ADJUSTED FIXED ACCOUNT OPTION
You may allocate purchase payments or transfer amounts into the Market Value
Adjusted Fixed Account Option. Each such allocation establishes a Guarantee
Period Account within the Market Value Adjusted Fixed Account Option ("Market
Value Adjusted Fixed Guarantee Period Account"), which is defined by the date
of the allocation and the length of the initial interest rate guarantee period
("MARKET VALUE ADJUSTED FIXED GUARANTEE PERIOD"). You may not allocate a
purchase payment or transfer to any existing Guarantee Period Account. Each
purchase payment or transfer allocated to a Market Value Adjusted Fixed
Guarantee Period Account must be at least $100.

At the time you allocate a purchase payment or transfer amount to the Market
Value Adjusted Fixed Account Option, you must select the Guarantee Period for
that allocation from among the Guarantee Periods available for the Market Value
Adjusted Fixed Account Option. We currently offer Market Value Adjusted Fixed
Guarantee Periods of 1, 3, 5, 7, and 10 years. Refer to Appendix A for more
information. We may offer other Guarantee Periods in the future. If you
allocate a purchase payment to the Market Value Adjusted Fixed Account Option,
but do not select a Market Value Adjusted Fixed Guarantee Period for the new
Market Value Adjusted Fixed Guarantee Period Account, we will allocate the
purchase payment or transfer to a new

                               40     PROSPECTUS


Market Value Adjusted Fixed Guarantee Period Account with the same Market Value
Adjusted Fixed Guarantee Period as the Market Value Adjusted Fixed Guarantee
Period Account of your most recent purchase payment or transfer. If we no
longer offer that Market Value Adjusted Fixed Guarantee Period, then we will
allocate the purchase payment or transfer to a new Market Value Adjusted Fixed
Guarantee Period Account with the next shortest term currently offered. If you
have not made a prior allocation to a Market Value Adjusted Fixed Guarantee
Period Account, then we will allocate the purchase payment or transfer to a new
Market Value Adjusted Fixed Guarantee Period Account of the shortest Market
Value Adjusted Fixed Guarantee Period we are offering at that time. The Market
Value Adjusted Fixed Account Option is not available in all states. Please
check with your representative for availability.

The amount you allocate to a Market Value Adjusted Fixed Guarantee Period
Account will earn interest at the interest rate in effect for that Market Value
Adjusted Fixed Guarantee Period at the time of the allocation. Interest rates
may differ depending on the type of Contract you have and may also differ from
those available for other Fixed Account Options.

Withdrawals and transfers from a Market Value Adjusted Fixed Guarantee Period
Account may be subject to a Market Value Adjustment. A Market Value Adjustment
may also apply to amounts in the Market Value Adjusted Fixed Account Option if
we pay Death Proceeds or if the Payout Start Date begins on a day other than
during the 30-day period after such Market Value Adjusted Fixed Guarantee
Period Account expires ("30-Day MVA Window"). We will not make a Market Value
Adjustment if you make a transfer or withdrawal during the 30-Day MVA Window.

We apply a Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Market Value Adjusted Fixed Guarantee
Period Account to the time the money is taken out of that Market Value Adjusted
Fixed Guarantee Period Account under the circumstances described above. We use
the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve
Statistical Release H.15 ("Treasury Rate") to calculate the Market Value
Adjustment. We do so by comparing the Treasury Rate for a maturity equal to the
Market Value Adjusted Fixed Guarantee Period at the time the Market Value
Adjusted Fixed Guarantee Period Account is established with the Treasury Rate
for the same maturity at the time the money is taken from the Market Value
Adjusted Fixed Guarantee Period Account.

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 have increased since the
establishment of a Market Value Adjusted Fixed Guarantee Period Account, the
Market Value Adjustment, together with any applicable withdrawal charges,
premium taxes, and income tax withholdings could reduce the amount you receive
upon full withdrawal from a Market Value Adjusted Fixed Guarantee Period
Account to an amount less than the purchase payment used to establish that
Market Value Adjusted Fixed Guarantee Period Account.

Generally, if at the time you establish a Market Value Adjusted Fixed Guarantee
Period Account, the Treasury Rate for a maturity equal to that Market Value
Adjusted Fixed Guarantee Period is higher than the applicable Treasury Rate at
the time money is to be taken from the Market Value Adjusted Fixed Guarantee
Period Account, the Market Value Adjustment will be positive. Conversely, if at
the time you establish a Market Value Adjusted Fixed Guarantee Period Account,
the applicable Treasury Rate is lower than the applicable Treasury Rate at the
time the money is to be taken from the Market Value Adjusted Fixed Guarantee
Period Account, the Market Value Adjustment will be negative.

For example, assume that you purchase a Contract and allocate part of the
initial purchase payment (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
CONTRACTS) to the Market Value Adjusted Fixed Account Option to establish a
5-year Market Value Adjusted Fixed Guarantee Period Account. Assume that the
5-year Treasury Rate at that time is 4.50%. Next, assume that at the end of the
3rd year, you withdraw money from the Market Value Adjusted Fixed Guarantee
Period Account. If, at that time, the 5-year Treasury Rate is 4.20%, then the
Market Value Adjustment will be positive. Conversely, if the 5-year Treasury
Rate at that time is 4.80%, then the Market Value Adjustment will be negative.

The formula used to calculate the Market Value Adjustment and numerical
examples illustrating its application are shown in Appendix B of this
prospectus.

At the end of a Market Value Adjusted Fixed Guarantee Period, the Market Value
Adjusted Fixed Guarantee Period Account expires and we will automatically
transfer the money from such Guarantee Period Account to establish a new Market
Value Adjusted Fixed Guarantee Period Account with the same Market Value
Adjusted Fixed Guarantee Period, unless you notify us otherwise. The new Market
Value Adjusted Fixed Guarantee Period Account will be established as of the day
immediately following the expiration date of the expiring Market Value Adjusted
Guarantee Period Account ("New Account Start Date.") If the Market Value
Adjusted Fixed Guarantee Period is no longer being offered, we will establish a
new Market Value Adjusted Fixed Guarantee Period Account with the next shortest
Market Value Adjusted Fixed Guarantee Period available. Prior to the expiration
date, we will send you a notice, which will outline the options available to
you. During the 30-Day MVA Window a Market Value Adjustment will not be applied
to transfers and

                               41     PROSPECTUS


withdrawals from the expiring Market Value Adjusted Fixed Guarantee Period
Account and you may elect to:

.   transfer all or part of the money from the Market Value Adjusted Fixed
    Guarantee Period Account to establish a new Guarantee Period Account within
    the Market Value Adjusted Fixed Account Option; or

.   transfer all or part of the money from the Market Value Adjusted Fixed
    Guarantee Period Account to other investment alternatives available at the
    time; or

.   withdraw all or part of the money from the Market Value Adjusted Fixed
    Guarantee Period Account. Withdrawal charges and taxes may apply.

The money in the Market Value Adjusted Fixed Guarantee Period Account will earn
interest at the interest rate declared for the new Market Value Adjusted Fixed
Guarantee Period Account from the New Account Start Date until the date we
receive notification of your election. If we receive notification of your
election to make a transfer or withdrawal from an expiring Market Value
Adjusted Fixed Guarantee Period Account on or before the New Account Start
Date, the transfer or withdrawal will be deemed to have occurred on the New
Account Start Date. If we receive notification of your election to make a
transfer or withdrawal from the expiring Market Value Adjusted Fixed Guarantee
Period Account after the New Account Start Date, but before the expiration of
the 30-Day MVA Window, the transfer or withdrawal will be deemed to have
occurred on the day we receive such notice. Any remaining balance not withdrawn
or transferred will earn interest for the term of the new Market Value Adjusted
Fixed Guarantee Period Account, at the interest rate declared for such Account.
If we do not receive notification from you within the 30-Day Window, we will
assume that you have elected to transfer the amount in the expiring Market
Value Adjusted Fixed Guarantee Period Account to establish a new Market Value
Adjusted Fixed Guarantee Period Account with the same Market Value Adjusted
Fixed Guarantee Period, and the amount in the new Market Value Adjusted Fixed
Guarantee Period Account will continue to earn interest at the interest rate
declared for the new Market Value Adjusted Fixed Guarantee Period Account, and
will be subject to all restrictions of the Market Value Adjusted Fixed Account
Option. If we no longer offer that Market Value Adjusted Fixed Guarantee
Period, the Market Value Adjusted Fixed Guarantee Period for the new Market
Value Adjusted Fixed Guarantee Period Account will be the next shortest term
length we offer for the Market Value Adjusted Fixed Account Option at that
time, and the interest rate will be the rate declared by us at that time for
such term.

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 the DCA Fixed
Account Option or add to an existing Transfer Period Account. You may request
transfers in writing on a form that we provided or by telephone according to
the procedure described below.

You may make up to 12 transfers per Contract Year without charge. Currently, a
transfer fee equal to 1.00% of the amount transferred applies to each transfer
after the 12th transfer in any Contract Year. This fee may be changed, but in
no event will it exceed 2.00% of the amount transferred. Multiple transfers on
a single Valuation Date are considered a single transfer for purposes of
assessing the transfer fee. If you added the TrueReturn Accumulation Benefit
Option or SureIncome Option to your Contract, certain restrictions on transfers
apply. See the "TrueReturn Accumulation Benefit Option" and "SureIncome
Withdrawal Benefit Option" sections of this prospectus for more information. In
any event, the transfer fee will never be greater than $25.

The minimum amount that you may transfer from the Standard Fixed Account
Option, Market Value Adjusted Fixed Account Option or a Variable Sub-account is
$100 or the total remaining balance in the Standard Fixed Account Option,
Market Value Adjusted Fixed Account Option or the Variable Sub-account, if
less. These limitations do not apply to the DCA Fixed Account Option. The total
amount that you may transfer or withdraw from a Standard Fixed Guarantee Period
Account in a Contract Year is 30% of the amount used to establish that
Guarantee Period Account. See "Standard Fixed Account Option". The minimum
amount that can be transferred to the Standard Fixed Account Option and the
Market Value Adjusted Fixed Account Option is $100.

We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us
to defer transfers from the Fixed Account Options for up to 6 months from the
date we receive your request. If we decide to postpone transfers from any Fixed
Account Option for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable

                               42     PROSPECTUS


from the date we receive the transfer request to the date we make the transfer.

For CONSULTANT SOLUTIONS SELECT CONTRACTS, the maximum amount that may be
allocated during any single day to certain selected funds by telephone, fax,
Internet, overnight or express mail services, same day messenger, or in person
is $25,000. All trades exceeding this daily limit must be made by first class
US Mail. The funds currently affected by this restriction are:

Fidelity VIP Overseas - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Oppenheimer Global Fund/VA - Class 2 Shares Sub-Account
Van Eck VIP Emerging Markets Sub-Account
MFS High Income - Service Class Sub-Account
Western Asset Variable Global High Yield Bond - Class II Sub-Account

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 Sub-Accounts
so as to change the relative weighting of the Variable Sub-Accounts on which
your variable income payments will be based. You may make up to 12 transfers
per Contract Year within each Income Plan. You may not convert any portion of
your fixed income payments into variable income payments. You may not make
transfers among Income Plans. You may make transfers from the variable income
payments to the fixed income payments to increase the proportion of your income
payments consisting of fixed income payments, unless you have selected the
Income Protection Benefit Option.

TELEPHONE OR ELECTRONIC TRANSFERS
You may make transfers by telephone by calling 800-457-7617. The cut-off time
for telephone transfer requests is 3:00 p.m. Central Time. In the event that
the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time,
or in the event that the Exchange closes early for a period of time but then
reopens for trading on the same day, we will process telephone transfer
requests as of the close of the Exchange on that particular day. We will not
accept telephone requests received from you at any telephone number other than
the number that appears in this paragraph or received after the close of
trading on the Exchange. If you own the Contract with a joint Contract Owner,
unless we receive contrary instructions, we will accept instructions from
either you or the other Contract Owner.

We may suspend, modify or terminate the telephone transfer privilege, as well
as any other electronic or automated means we previously approved, at any time
without notice.

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 Sub-Accounts and
can disrupt management of a Portfolio and raise its expenses, which can impair
Portfolio performance and adversely affect your Contract Value. 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, in our judgment, we determine that the
transfers are part of a market timing strategy or are otherwise harmful to the
underlying Portfolio, we will impose the trading limitations as described below
under "Trading Limitations." 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
Sub-Accounts, because our procedures involve the exercise of reasonable
judgment, we may not identify or prevent some market timing or excessive
trading. Moreover, imposition of trading limitations is triggered by the
detection of market timing or excessive trading activity, and the trading
limitations are not applied prior to detection of such trading activity.
Therefore, our policies and procedures do not prevent such trading activity
before it is detected. As a result, some investors may be able to engage in
market timing and excessive trading, while others are prohibited, and the
Portfolio may experience the adverse effects of market timing and excessive
trading described above.

TRADING LIMITATIONS
We reserve the right to limit transfers among the investment alternatives in
any Contract year, require that all future transfer requests be submitted
through U.S. Postal Service First Class Mail thereby refusing to accept
transfer requests via telephone, facsimile, Internet, or overnight delivery, or
to refuse any transfer request, if:

.   we believe, in our sole discretion, that certain trading practices, such as
    excessive trading, 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
    Sub-Account or on the share prices of the

                               43     PROSPECTUS


   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 excessive trading or because they believe that a specific transfer or
    group of transfers would have a detrimental effect on the prices of
    Portfolio shares.

In making the determination that trading activity constitutes market timing or
excessive trading, we will consider, among other things:

.   the total dollar amount being transferred, both in the aggregate and in the
    transfer request;

.   the number of transfers you make over a period of time and/or the period of
    time between transfers (note: one set of transfers to and from a Variable
    Sub-Account in a short period of time can constitute market timing);

.   whether your transfers follow a pattern that appears designed to take
    advantage of short term market fluctuations, particularly within certain
    Variable Sub-Account underlying Portfolios that we have identified as being
    susceptible to market timing activities (e.g., International, High Yield,
    and Small Cap Variable Sub-Accounts);

.   whether the manager of the underlying Portfolio has indicated that the
    transfers interfere with Portfolio management or otherwise adversely impact
    the Portfolio; and

.   the investment objectives and/or size of the Variable Sub-Account
    underlying Portfolio.

We seek to apply these trading limitations uniformly. However, because these
determinations involve the exercise of discretion, it is possible that we may
not detect some market timing or excessive trading activity. As a result, it is
possible that some investors may be able to engage in market timing or
excessive trading activity, while others are prohibited, and the Portfolio may
experience the adverse effects of market timing and excessive trading described
above.

If we determine that a Contract Owner has engaged in market timing or excessive
trading activity, we will require that all future transfer requests be
submitted through U.S. Postal Service First Class Mail thereby refusing to
accept transfer requests via telephone, facsimile, Internet, or overnight
delivery. If we determine that a Contract Owner continues to engage in a
pattern of market timing or excessive trading activity we will restrict that
Contract Owner from making future additions or transfers into the impacted
Variable Sub-Account(s) or will restrict that Contract Owner from making future
additions or transfers into the class of Variable Sub-Account(s) if the
Variable Sub-Accounts(s) involved are vulnerable to arbitrage market timing
trading activity (e.g., International, High Yield, and Small Cap Variable
Sub-Accounts).

In our sole discretion, we may revise our Trading Limitations at any time as
necessary to better deter or minimize market timing and excessive trading or to
comply with regulatory requirements.

SHORT TERM TRADING FEES
The underlying Portfolios are authorized by SEC regulation to adopt and impose
redemption fees if a Portfolio's Board of Directors determines that such fees
are necessary to minimize or eliminate short-term transfer activity that can
reduce or dilute the value of outstanding shares issued by the Portfolio. The
Portfolio will set the parameters relating to the redemption fee and such
parameters may vary by Portfolio. If a Portfolio elects to adopt and charge
redemption fees, these fees will be passed on to the Contract Owner(s)
responsible for the short-term transfer activity generating the fee.

We will administer and collect redemption fees in connection with transfers
between the Variable Sub-Accounts and forward these fees to the Portfolio.
Please consult the Portfolio's prospectus for more complete information
regarding the fees and charges associated with each Portfolio.

DOLLAR COST AVERAGING PROGRAM
Through our Dollar Cost Averaging Program, you may automatically transfer a
fixed dollar amount on a regular basis from any Variable Sub-Account or any
Fixed Account Option to any of the other Variable Sub-Accounts. You may not use
the Dollar Cost Averaging Program to transfer amounts to the Fixed Account
Options. 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.

By investing amounts on a regular basis instead of investing the total amount
at one time, Dollar Cost Averaging may decrease the effect of market
fluctuations on the investment of your Purchase Payment. This may result in a
lower average cost of units over time. However, there is no guarantee that
Dollar Cost Averaging will result in a profit or protect against a loss in a
declining market. We do not deduct a charge for participating in a Dollar Cost
Averaging program. Call or write us for instructions on how to enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our Automatic Portfolio
Rebalancing Program, we will automatically rebalance the Contract Value in each
Variable Sub-Account and

                               44     PROSPECTUS


return it to the desired percentage allocations. Money you allocate to the
Fixed Account will not be included in the rebalancing.

We will rebalance your account quarterly, semi-annually, or annually. We will
measure these periods according to your instructions. We will transfer amounts
among the Variable Sub-Accounts 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 written or telephone request. We
are not responsible for rebalancing that occurs prior to receipt of proper
notice of your request.

Example:

   Assume that you want your initial purchase payment split among 2 Variable
   Sub-accounts. You want 40% to be in the PIMCO Foreign Bond (U.S.
   Dollar-Hedged) - Administrative Shares Sub-Account Variable Sub-account and
   60% to be in the Fidelity VIP Index 500 - Service Class 2 Sub-Account
   Variable Sub-account. 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
   PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
   Variable Sub-account now represents 50% of your holdings because of its
   increase in value. If you choose to have your holdings in a Contract or
   Contracts rebalanced quarterly, on the first day of the next quarter we
   would sell some of your units in the PIMCO Foreign Bond (U.S. Dollar-Hedged)
   - Administrative Shares Sub-Account Variable Sub-account for the appropriate
   Contract(s) and use the money to buy more units in the Fidelity VIP Index
   500 - Service Class 2 Sub-Account Variable Sub-account so that the
   percentage allocations would again be 40% and 60% respectively.

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.

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 Variable Sub-Accounts that performed better
during the previous time period.

EXPENSES
--------------------------------------------------------------------------------

As a Contract Owner, you will bear, directly or indirectly, the charges and
expenses described below.

CONTRACT MAINTENANCE CHARGE
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$40 contract maintenance charge from your assets invested in the PIMCO Money
Market Variable Sub-account ($30 if the Contract value is equal to or greater
than $2,000.) If there are insufficient assets in that Variable Sub-account, we
will deduct the balance of the charge proportionally from the other Variable
Sub-accounts. We also will deduct this charge if you withdraw your entire
Contract Value, unless your Contract qualifies for a waiver. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing
and collecting purchase payments; keeping records; processing death claims,
cash withdrawals, and policy changes; proxy statements; calculating
Accumulation Unit Values and income payments; and issuing reports to Contract
Owners and regulatory agencies. We cannot increase the charge. We will waive
this charge for a Contract Anniversary if, on that date:

    .  your Contract Value is equal to or greater than $50,000; or
    .  your entire Contract Value is allocated to the Fixed Account Options or,
       after the Payout Start Date, if all income payments are fixed income
       payments.

We also reserve the right to waive this charge if you own more than one
Contract and the Contracts meet certain minimum dollar amount requirements. In
addition, we reserve the right to waive this charge for all Contracts.

ADMINISTRATIVE EXPENSE CHARGE
We currently 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
Sub-accounts. 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 may increase this charge for Contracts issued in the future,
but in no event will it exceed 0.25%. We guarantee that after your Contract is
issued we will not increase this charge for your Contract.

MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily from the net assets you
have invested in the Variable Sub-Accounts. We assess mortality and expense
risk charges during the Accumulation and Payout Phases of

                               45     PROSPECTUS


the Contract, except as noted below. The annual mortality and expense risk
charge for the Contracts without any optional benefit are as follows:

                      Consultant Solutions Classic  1.25%
                      -----------------------------------
                      Consultant Solutions Plus     1.45%
                      -----------------------------------
                      Consultant Solutions Elite    1.60%
                      -----------------------------------
                      Consultant Solutions Select   1.70%
                      -----------------------------------

The mortality and expense risk charge is for all 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 not be sufficient in the
future to cover the cost of administering the Contract. The mortality and
expense risk charge also helps pay for the cost of the Credit Enhancement under
the CONSULTANT SOLUTIONS PLUS CONTRACT. If the charges under the Contract are
not sufficient, then we will bear the loss. We charge an additional amount for
the optional benefits to compensate us for the additional risk that we accept
by providing these options.

You will pay additional mortality and expense risk charges if you add any
optional benefits to your Contract. The additional mortality and expense risk
charge you pay will depend upon which of the options you select:

.   MAV Death Benefit Option: The current mortality and expense risk charge for
    this option is 0.20%. This charge may be increased, but will never exceed
    0.50%. We guarantee that we will not increase the mortality and expense
    risk charge for this option after you have added it to your Contract. We
    deduct the charge for this option only during the Accumulation Phase.

.   Annual Increase Death Benefit Option: The current mortality and expense
    risk charge for this option is 0.30%. This charge may be increased, but
    will never exceed 0.50%. We guarantee that we will not increase the
    mortality and expense risk charge for this option after you have added it
    to your Contract. We deduct the charge for this option only during the
    Accumulation Phase.

.   Enhanced Earnings Death Benefit Option: The current mortality and expense
    risk charge for this option is:

   .   0.25% (maximum of 0.35%) if the oldest Contract Owner and Co-Annuitant,
       or, if the Contract is owned by a non-living person, the oldest
       Annuitant, are age 70 or younger on the Rider Application Date;

   .   0.40% (maximum of 0.50%) if the oldest Contract Owner or, if older, the
       Co-Annuitant, or, if the Contract is owned by a non-living person, the
       oldest Annuitant, is age 71 or older and age 79 or younger on the Rider
       Application Date.

   .   The charges may be increased but they will never exceed the maximum
       charges shown above. We guarantee that we will not increase the
       mortality and expense risk charge for this option after you have added
       it to your Contract. However, if your spouse elects to continue the
       Contract in the event of your death and if he or she elects to continue
       the Enhanced Earnings Death Benefit Option, the charge will be based on
       the age of the new Contract Owner at the time the Contract is continued.
       Refer to the Death Benefit Payments provision in this prospectus for
       more information. We deduct the charge for this option only during the
       Accumulation Phase.

.   Income Protection Benefit Option: The current mortality and expense risk
    charge for this option is 0.50%. This charge may be increased, but will
    never exceed 0.75%. We guarantee that we will not increase the mortality
    and expense risk for this option after you have added it to your Contract.
    This option may be added to your Contract on the Payout Start Date. The
    charge will be deducted only during the Payout Phase.

TRUERETURN ACCUMULATION BENEFIT OPTION FEE
We charge a separate annual Rider Fee for the TrueReturn Accumulation Benefit
Option. The current annual Rider Fee is 0.50% of the Benefit Base. We deduct
the Rider Fee on each Contract Anniversary during the Rider Period or until you
terminate the Option, if earlier. We reserve the right to increase the Rider
Fee to up to 1.25%. We currently charge the same Rider Fee regardless of the
Rider Period and Guarantee Option you select, however we reserve the right to
charge different fees for different Rider Periods and Guarantee Options in the
future. However, once we issue your Option, we cannot change the Rider Fee that
applies to your Contract. If you elect to exercise the Rider Trade-In Option,
the new Rider Fee will be based on the Rider Fee percentage applicable to a new
TrueReturn Accumulation Benefit Option at the time of trade-in.

The Rider Fee is deducted only from the Variable Sub-account(s) on a pro rata
basis in the proportion that your value in each Variable Sub-account bears to
your total value in all Variable Sub-accounts. Rider Fees will decrease the
number of Accumulation Units in each Variable Sub-account. If you terminate the
Option, or terminate the Contract by a total withdrawal, prior to the Rider
Maturity Date on a date other than the Contract Anniversary, we will deduct a
Rider Fee that is prorated based on the number of full months between the

                               46     PROSPECTUS


Contract Anniversary immediately prior to the termination and the date of the
termination. However, if the Option is terminated due to death of the Contract
Owner or Annuitant, we will not charge a Rider Fee unless the date we receive a
Complete Request for Settlement of the Death Proceeds is also a Contract
Anniversary. If the Option is terminated on the Payout Start Date, we will not
charge a Rider Fee unless the Payout Start Date is also a Contract Anniversary.
Additionally, if you elect to exercise the Rider Trade-In Option and cancel the
Option on a date other than a Contract Anniversary, we will not deduct a Rider
Fee on the date the Option is terminated. Refer to the "TrueReturn Accumulation
Benefit Option" section of this prospectus for more information.

SPOUSAL PROTECTION BENEFIT (CO-ANNUITANT) OPTION FEE
We charge a separate annual Rider Fee for the Spousal Protection Benefit
(Co-Annuitant) Option. The current annual Rider Fee is 0.10% of the Contract
Value. This fee applies to Options added on or after May 1, 2005. For Options
added prior to May 1, 2005, there is no charge associated with the Options. We
deduct the Rider Fee on each Contract Anniversary and in certain circumstances
on the date you terminate the Option. We reserve the right to increase the
annual Rider Fee on newly issued Options to up to 0.15% of the Contract Value.
We also reserve the right to charge different Rider Fees for new Spousal
Protection Benefit (Co-Annuitant) Options we offer in the future. However, once
we issue your Option, we cannot change the Rider Fee that applies to your
Contract.

The Rider Fee is deducted only from the Variable Sub-Account(s) on a pro-rata
basis in the proportion that your value in each Variable Sub-Account bears to
your total value in all Variable Sub-Accounts. Rider Fees will decrease the
number of Accumulation Units in each Variable Sub-Account. If, at the time the
Rider Fee is deducted, the Rider Fee exceeds the total value in all Variable
Sub-Accounts, the excess of the Rider Fee over the total value in all Variable
Sub-Accounts will be waived.

The first Rider Fee will be deducted on the first Contract Anniversary
following the Rider Date. A Rider Fee will be deducted on each subsequent
Contract Anniversary while the Rider is in force.

For the first Contract Anniversary following the Rider Date, the Rider Fee is
equal to the number of full months from the Rider Date to the first Contract
Anniversary, divided by twelve, multiplied by 0.10%, with the result multiplied
by the Contract Value as of the first Contract Anniversary. For subsequent
Contract Anniversaries, the Rider Fee is equal to 0.10% multiplied by the
Contract Value as of that Contract Anniversary.

If the Rider is terminated for any reason on a Contract Anniversary, we will
deduct a full Rider Fee. If the Option is terminated on a date other than a
Contract Anniversary, we will deduct a pro rata Rider Fee, except we will not
charge any Rider Fee if the Option is terminated on the Payout Start Date or
due to the death of the Contract Owner or Annuitant. If we charge a Rider Fee
on the termination of the Option, the Rider Fee will be reduced pro rata, so
that you are only charged for the number of full months this Option was in
effect.

SUREINCOME WITHDRAWAL BENEFIT OPTION FEE
We charge a separate annual Rider Fee for the SureIncome Option ("SureIncome
Option Fee" or "Rider Fee"). The current annual Rider Fee is 0.50% of the
Benefit Base. We deduct the Rider Fee on each Contract Anniversary up to and
including the date you terminate the Option. We reserve the right to increase
the Rider Fee to up to 1.25% of the Benefit Base. We also reserve the right to
charge different Rider Fees for different Withdrawal Benefit Factors we may
offer in the future. However, once we issue your SureIncome Option, we cannot
change the Rider Fee that applies to your Option. If you elect to exercise the
Rider Trade-In Option, the new Rider Fee will be based on the Rider Fee
percentage applicable to a new SureIncome Option at the time of trade-in.

The Rider Fee is deducted only from the Variable Sub-Account(s) on a pro-rata
basis in the proportion that your Contract Value in each Variable Sub-Account
bears to your total Contract Value in all Variable Sub-Accounts. Rider Fees
will decrease the number of Accumulation Units in each Variable Sub-Account.
If, at the time the Rider Fee is deducted, the Rider Fee exceeds the total
Contract Value in all Variable Sub-Accounts, the excess of the Rider Fee over
the total Contract Value in all Variable Sub-Accounts will be waived.

The first Rider Fee will be deducted on the first Contract Anniversary
following the Rider Date. A Rider Fee will be deducted on each subsequent
Contract Anniversary the SureIncome Option is in force.

For the first Contract Anniversary following the Rider Date, the Rider Fee is
equal to the number of full months from the Rider Date to the first Contract
Anniversary, divided by twelve, multiplied by 0.50%, with the result multiplied
by the Benefit Base as of the first Contract Anniversary. For subsequent
Contract Anniversaries, the Rider Fee is equal to the 0.50% multiplied by the
Benefit Base as of that Contract Anniversary.

If the SureIncome Option is terminated for any reason on a Contract
Anniversary, we will deduct a full Rider Fee. If the SureIncome Option is
terminated on a date other than a Contract Anniversary, we will deduct a pro
rata Rider Fee, except we will not charge any Rider Fee if the SureIncome
Option is terminated on the Payout Start Date or due to the death of the
Contract Owner or

                               47     PROSPECTUS


Annuitant. If we charge a Rider Fee on the termination of the SureIncome
Option, the Rider Fee will be reduced pro rata, so that you are only charged
for the number of full months the SureIncome Option was in effect.

TRANSFER FEE
We impose a fee upon transfers in excess of 12 during any Contract Year. The
current fee is equal to 1.00% of the dollar amount transferred. This fee may be
increased, but in no event will it exceed 2.00% of the dollar amount
transferred. In any event, the transfer fee will never be greater than $25. We
will not charge a transfer fee on transfers that are part of a Dollar Cost
Averaging Program or Automatic Portfolio Rebalancing Program.

WITHDRAWAL CHARGE
For all of the contracts except the CONSULTANT SOLUTIONS SELECT, we may assess
a withdrawal charge from the purchase payment(s) you withdraw. The amount of
the charge will depend on the number of years that have elapsed since we
received the purchase payment being withdrawn. A schedule showing the
withdrawal charges applicable to each Contract appears on page 11. 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
percentage in effect on the following day, whichever is lower.

Withdrawals also may be subject to tax penalties or income tax. You should
consult with your tax counsel or other tax advisor regarding any withdrawals.

Withdrawals from the Market Value Adjusted Fixed Account Option may be subject
to a market value adjustment. Refer to page 40 for more information on market
value adjustments.

FREE WITHDRAWAL AMOUNT
You can withdraw up to the Free Withdrawal Amount each Contract Year without
paying the withdrawal charge. The Free Withdrawal Amount for a Contract Year is
equal to 15% of all purchase payments (excluding Credit Enhancements for
CONSULTANT SOLUTIONS PLUS CONTRACTS) that are subject to a withdrawal charge as
of the beginning of that Contract Year, plus 15% of the purchase payments added
to the Contract during the Contract Year. The withdrawal charge applicable to
Contracts owned by Charitable Remainder Trusts is described below.

Purchase payments no longer subject to a withdrawal charge will not be used to
determine the Free Withdrawal Amount for a Contract Year, nor will they be
assessed a withdrawal charge, if withdrawn. The Free Withdrawal Amount is not
available in the Payout Phase.

You may withdraw up to the Free Withdrawal Amount in each Contract Year it is
available without paying a withdrawal charge; however, the amount withdrawn may
be subject to a Market Value Adjustment or applicable taxes. If you do not
withdraw the entire Free Withdrawal Amount in a Contract Year, any remaining
portion may not be carried forward to increase the Free Withdrawal Amount in a
later Contract Year.

For purposes of assessing the withdrawal charge, we will treat withdrawals as
coming from the oldest purchase payments first as follows:

1) Purchase payments that no longer are subject to withdrawal charges;

2) Free Withdrawal Amount (if available);

3) Remaining purchase payments subject to withdrawal charges, beginning with
   the oldest purchase payment;

4) Any earnings not previously withdrawn.

However, for federal income tax purposes, earnings are considered to come out
first, which means that you will pay taxes on the earnings portion of your
withdrawal.

If the Contract Owner is a Charitable Remainder Trust, the Free Withdrawal
Amount in a Contract Year is equal to the greater of:

.   The Free Withdrawal Amount described above; or

.   Earnings as of the beginning of the Contract Year that have not been
    previously withdrawn.

For purposes of assessing the withdrawal charge for a Charitable Remainder
Trust-Owned Contract, we will treat withdrawals as coming from the earnings
first and then the oldest purchase payments as follows:

1) Earnings not previously withdrawn;

2) Purchase payments that are no longer subject to withdrawal charges;

3) Free Withdrawal Amount in excess of earnings;

4) Purchase payments subject to withdrawal charges, beginning with the oldest
   purchase payment.

If you have selected the CONSULTANT SOLUTIONS SELECT CONTRACT, there are no
withdrawal charges applicable and, therefore, no Free Withdrawal Amount.
Amounts withdrawn may be subject to a Market Value Adjustment or applicable
taxes.

ALL CONTRACTS

We do not apply a withdrawal charge in the following situations:

.   the death of the Contract Owner or Annuitant (unless the Settlement Value
    is used);

.   withdrawals taken to satisfy IRS minimum distribution rules for the
    Contract; or

.   withdrawals that qualify for one of the waivers described below.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional

                               48     PROSPECTUS


or distribution expenses associated with marketing the Contracts, and to help
defray the cost of the Credit Enhancement for the CONSULTANT SOLUTIONS PLUS
CONTRACTS. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, or the cost of
the Credit Enhancement, 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 taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the
Contract first. If the Contract is tax-qualified, generally all withdrawals are
treated as distributions of earnings. 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 on all withdrawals
taken under your Contract if the following conditions are satisfied:

1.  you, or, if the Contract Owner is not a living person, the Annuitant, are
first confined to a long term care facility or a hospital for at least 90
consecutive days. You or the Annuitant must first enter the long term care
facility or hospital at least 30 days after the Issue Date,

2.  we receive your request for withdrawal and 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.  Due proof of confinement is received by us prior to or at the time of, a
request for a withdrawal.

"DUE PROOF" includes, but is not limited to, a letter signed by a physician
stating the dates the Owner or Annuitant was confined, the name and location of
the Long Term Care Facility or Hospital, a statement that the confinement was
medically necessary, and, if released, the date the Owner or Annuitant was
released from the Long Term Care Facility or Hospital.

TERMINAL ILLNESS WAIVER.  We will waive the withdrawal charge on all
withdrawals under your Contract if:

1.  you or the Annuitant, if the Contract Owner is not a living person, are
diagnosed by a physician as having a terminal illness (as defined in the
Contract) at least 30 days after the Issue Date, and

2. you provide Due Proof of diagnosis to us before or at the time you request
the withdrawal.

"DUE PROOF" includes, but is not limited to, a letter signed by a physician
stating that the Owner or Annuitant has a Terminal Illness and the date the
Terminal Illness was first diagnosed.

UNEMPLOYMENT WAIVER.  We will waive the withdrawal charge on one partial or a
full withdrawal taken 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 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 claim this benefit within 180 days of your or the
Annuitant's initial receipt of unemployment compensation, and

we receive due proof that you are or have been unemployed and that unemployment
compensation has been received for at least thirty consecutive days prior to or
at the time of the request for withdrawal.

"UNEMPLOYMENT COMPENSATION" means unemployment compensation received from a
unit of state or federal government in the U.S. "DUE PROOF" includes, but is
not limited to, a legible photocopy of an unemployment compensation payment
that meets the above described criteria with regard to dates and a signed
letter from you stating that you or the Annuitant meet the above described
criteria.

You may exercise this benefit once over the term of the Contract. Amounts
withdrawn may be subject to Market Value Adjustments.

These waivers do not apply under the CONSULTANT SOLUTIONS SELECT.

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 pay a withdrawal charge because of these waivers, a Market Value
Adjustment may apply and you still may be required to pay taxes or tax
penalties on the amount withdrawn. You should consult your tax advisor 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. We may some time in the future discontinue this practice and deduct

                               49     PROSPECTUS


premium taxes from the purchase payments. Premium taxes generally range from 0%
to 4%, depending on the state.

At the Payout Start Date, we deduct the charge for premium taxes from each
investment alternative in the proportion that the Contract 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 it was sufficient. Our status under the Internal Revenue Code is
briefly described in the "Taxes" section of this prospectus.

OTHER EXPENSES
Each Portfolio deducts management fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are
held by the Variable Sub-accounts. These fees and expenses are described in the
prospectuses for the Portfolios. For a summary of Portfolio annual expenses,
see page 13. We receive compensation from the investment advisers,
administrators or distributors, or their affiliates, of the Portfolios in
connection with the administrative services we provide to the Portfolios. We
collect this compensation under agreement between us and the Portfolio's
investment adviser, administrators or distributors, and is calculated based on
a percentage of the average assets allocated to the Portfolio.

ACCESS TO YOUR MONEY
--------------------------------------------------------------------------------


WITHDRAWALS
You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances
on or after the Payout Start Date. See "Income Plans" on page 51.

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 applicable Market Value Adjustment, less any applicable
withdrawal charges, income tax withholding, penalty tax, contract maintenance
charge, Rider Fee, 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 Option(s) available under your Contract. To
complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
charges, fees and taxes.

You must name the investment alternative from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored.

In general, you must withdraw at least $50 at a time.

Withdrawals from the Standard Fixed Account Option may be subject to a
restriction. See "Standard Fixed Account Option" on page 39.

Withdrawals taken prior to the Payout Start Date are generally considered to
come from the earnings in the Contract first. If the Contract is tax-qualified,
generally all withdrawals are treated as distributions of earnings. 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 penalty tax. If any withdrawal reduces
your Contract Value to less than $1,000, we will treat the request as a
withdrawal of the entire Contract Value, unless the SureIncome Withdrawal
Benefit Option is currently attached to your Contract. If you request a total
withdrawal, we may require that you return your Contract to us. Your Contract
will terminate if you withdraw all of your Contract Value, subject to certain
exceptions if the SureIncomeWithdrawal Benefit Option is currently attached to
your Contract. See "SureIncome Withdrawal Benefit Option" for more details. We
will, however, ask you to confirm your withdrawal request before terminating
your Contract. 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 taxes.

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.

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,

                               50     PROSPECTUS


2.   An emergency exists as defined by the SEC, or

3.   The SEC permits delay for your protection.

We may delay payments or transfers from the Fixed Account Option(s) available
under your Contract for up to 6 months or shorter period if required by law. If
we delay payment or transfer for 30 days or more, we will pay interest as
required by law.

SYSTEMATIC WITHDRAWAL PROGRAM
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. Please consult your sales representative or call us at 800-457-7617 for
more information.

Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account Options, systematic withdrawals may reduce or even
exhaust the Contract Value. Income taxes may apply to systematic withdrawals.
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 $1,000, we may treat it as a request to withdraw your entire Contract
Value, unless the SureIncome Withdrawal Benefit Option is currently attached to
your Contract. 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. 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.

INCOME PAYMENTS
--------------------------------------------------------------------------------

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value, adjusted by
any applicable Market Value Adjustment and less applicable taxes, to an Income
Plan. The first income payment may occur no sooner than 30 days after the Issue
Date. The Payout Start Date must occur on or before the later of:

.   the youngest Annuitant's 99th birthday, or

.   the 10th Contract Anniversary.

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 payments made on a scheduled basis to you or to
another person designated by you. You may select more than one Income Plan. If
you choose more than one Income Plan, you must specify what proportions of your
Contract Value, adjusted by any Market Value Adjustment and less any applicable
taxes, should be allocated to each such Income Plan. For tax reporting
purposes, your cost basis and any gain on the Contract will be allocated
proportionally to each Income Plan you select based on the proportion of your
Contract Value applied to each such Income Plan. We reserve the right to limit
the number of Income Plans that you may select. If you choose to add the Income
Protection Benefit Option, certain restrictions may apply as described under
"Income Protection Benefit Option," below.

If you do not select an Income Plan, we will make income payments in accordance
with Income Plan 1 with a Guaranteed Payment Period of 10 years. On the Payout
Start Date, the portion of the Contract Value in any Fixed Account Option,
adjusted by any applicable Market Value Adjustment and less any applicable
taxes, will be used to derive fixed income payments; the portion of the
Contract Value in any Variable Sub-account, less any applicable taxes, will be
used to derive variable income payments.

If any Contract Owner dies during the Payout Phase, the new Contract Owner will
be the surviving Contract Owner. If there is no surviving Contract Owner, the
new Contract Owner will be the Beneficiary(ies) as described in the
"Beneficiary" section of this prospectus. Any remaining income payments will be
paid to the new Contract Owner as scheduled. Income payments to Beneficiaries
may be subject to restrictions established by the Contract Owner. After the
Payout Start Date, you may not make withdrawals (except as described below) or
change your choice of Income Plan.

Currently seven Income Plans are available. Depending on the Income Plan(s) you
choose, you may receive:

.   fixed income payments;

.   variable income payments; or

.   a combination of the two.

Partial annuitizations are not allowed. Your total Contract Value, adjusted by
any applicable Market Value Adjustment, and less any applicable taxes, must be
applied to your Income Plan(s) on the Payout Start Date.

                               51     PROSPECTUS


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 basis 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 seven Income Plans are:

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED NUMBER OF PAYMENTS.  Under this
plan, we make periodic income payments for at least as long as the Annuitant
lives. If the Annuitant dies in the Payout Phase, we will continue to pay
income payments until the guaranteed number of payments has been paid. The
number of months guaranteed ("Guaranteed Payment Period") may be 0 months, or
range from 60 to 360 months. If the Annuitant is age 90 or older as of the
Payout Start Date, the Guaranteed Payment Period may range from 60 to 360
months.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED NUMBER OF
PAYMENTS.  Under this plan, we make periodic income payments for at least as
long as either the Annuitant or the joint Annuitant, named at the time the
Income Plan was selected, lives. If both the Annuitant and joint Annuitant die
in the Payout Phase, we will continue to pay the income payments until the
guaranteed number of payments has been paid. The Guaranteed Payment Period may
be 0 months, or range from 60 to 360 months. If either the Annuitant or joint
Annuitant is age 90 or older as of the Payout Start Date, the Guaranteed
Payment Period may range from 60 to 360 months. You may elect a reduced
survivor plan of 50%, 66% or 75% of the payment amount. If you do not elect a
reduced survivor amount, the payments will remain at 100%. If you elect a
reduced survivor payment plan, the amount of each income payment initially will
be higher but a reduction will take place at the later of 1) the death of an
Annuitant; or 2) at the end of the guaranteed payment period.

INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS.  Under this plan, we make
periodic income payments for the period you have chosen. These payments do not
depend on the Annuitant's life. The shortest number of months guaranteed is 60
(120 if the Payout Start Date occurs prior to the third Contract Anniversary).
The longest number of months guaranteed is 360 or the number of months between
the Payout Start Date and the date that the Annuitant reaches age 100, if
greater. In no event may the number of months guaranteed exceed 600. We will
deduct the mortality and expense risk charge from the assets of the Variable
Sub-account supporting this Income Plan even though we may not bear any
mortality risk. You may make withdrawals, change the length of the guaranteed
payment period, or change the frequency of income payments under Income Plan 3.
See "Modifying Payments" and "Payout Withdrawals" below for more details.

INCOME PLAN 4 - LIFE INCOME WITH CASH REFUND. Under this plan, we make periodic
income payments until the death of the Annuitant. If the death of the Annuitant
occurs before the total amount applied to an Income Plan is paid out, we will
pay a lump sum payment of the remaining amount. Payments under this plan are
available only as fixed income payments.

INCOME PLAN 5 - JOINT LIFE INCOME WITH CASH REFUND.  Under this plan, we make
periodic income payments until the deaths of both the Annuitant and joint
Annuitant. If the deaths of both the Annuitant and joint Annuitant occur before
the total amount applied to an Income Plan is paid out, we will pay a lump sum
payment of the remaining amount. Currently, a reduced survivor plan is not
available. Payments under this plan are available only as fixed income payments.

INCOME PLAN 6 - LIFE INCOME WITH INSTALLMENT REFUND.  Under this plan, we make
periodic income payments until the later of (1) the death of the Annuitant, or
(2) the total amount paid out under the annuity is equal to the total amount
applied to the Income Plan. If the death of the Annuitant occurs before the
total amount applied to an Income Plan is paid out, we will continue to make
payments in the same manner until any remaining payments are paid out. Payments
under this plan are available only as fixed income payments.

INCOME PLAN 7 - JOINT LIFE INCOME WITH INSTALLMENT REFUND.  Under this plan, we
make periodic income payments until the later of (1) the deaths of both the
Annuitant and joint Annuitant, or (2) the total amount paid out under the
annuity is equal to the total amount applied to the Income Plan. If the deaths
of both the Annuitant and joint Annuitant occur before the total amount applied
to an Income Plan is paid out, we will continue to make payments in the same
manner until any remaining payments are paid out. Currently, a reduced survivor
plan is not available. Payments under this plan are available only as fixed
income payments.

If you choose an 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 is alive before we make each payment. Please
note that under Income Plans 1 and 2, if you do not select a Guaranteed Payment
Period, it is possible that the payee could receive only one income payment if
the Annuitant and any joint Annuitant both die before the second income
payment, or only two income payments if they die before the third income
payment, and so on.

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 Payment Periods result in lower

                               52     PROSPECTUS

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
guaranteed payments, the income payments generally will be greater than the
income payments made under the same Income Plan with a specified Guaranteed
Payment Period.

MODIFYING PAYMENTS

After the Payout Start Date, you may make the following changes under Income
Plan 3:

. You may request to modify the length of the Guaranteed Payment Period.
Currently, we allow you to make this change once each Contract Year. We
reserve the right to change this practice at any time without prior notice.
If you elect to change the length of the Guaranteed Payment Period, the new
Guaranteed Payment Period must be within the original minimum and maximum
period you would have been permitted to select on the Payout Start Date.
However, the maximum payment period permitted will be shortened by the
period elapsed since the original Guaranteed Payment Period began. If you
change the length of your Guaranteed Payment Period, we will compute the
present value of your remaining payments, using the same assumptions we
would use if you were terminating the income payments, as described in
Payout Withdrawal. We will then adjust the remaining payments to equal what
that value would support based on those same assumptions and based on the
revised Guaranteed Payment Period.

. You may request to change the frequency of your payments. We currently
allow you to make this change once each Contract Year. We reserve the right
to change this practice at any time without prior notice. Changes to either
the frequency of payments or length of the Guaranteed Payment Period will
result in a change to the payment amount and may change the amount of each
payment that is taxable to you.

Modifying payments of this Contract may not be allowed under Qualified
Contracts. In order to satisfy required minimum distributions ("RMD") under
current Treasury regulations, once income payments have begun over a Guaranteed
Payment Period, the Guaranteed Payment Period cannot be changed even if the new
period is shorter than the maximum permitted. Please consult with a competent
tax advisor prior to making a request to modify payments if your Contract is
subject to RMD requirements.

Any change to either the frequency of payments or length of a Guaranteed
Payment Period will take effect on the next payment date after we accept the
requested change.

PAYOUT WITHDRAWAL

You may terminate all or a portion of the income payments being made under
Income Plan 3 at any time and withdraw their present value ("Withdrawal
Value"), subject to a Payout Withdrawal Charge, by requesting a withdrawal
("Payout Withdrawal") in writing. For variable income payments, the withdrawal
value is equal to the present value of the variable 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
income payments, the withdrawal value is equal to the present value of the
fixed income payments being terminated, calculated using a discount rate equal
to the applicable current interest rate (this may be the initial interest rate
in some states.) The applicable current interest rate is the rate we are using
on the date we receive your Payout Withdrawal request to determine income
payments for a new annuitization with a payment period equal to the remaining
payment period of the income payments being terminated.

A Payout Withdrawal must be a least $50. If any Payout Withdrawal reduces the
value of the remaining income payments to an amount not sufficient to provide
an initial payment of at least $20, we reserve the right to terminate the
Contract and pay you the present value of the remaining income payments in a
lump sum. If you withdraw the entire value of the remaining income payments,
the Contract will terminate.

You must specify the Investment Alternative(s) from which you wish to make a
Payout Withdrawal. If you withdraw a portion of the value of your remaining
income payments, the payment period will remain unchanged and your remaining
payment amounts will be reduced proportionately.

PAYOUT WITHDRAWAL CHARGE

To determine the Payout Withdrawal Charge, we assume that purchase payments are
withdrawn first, beginning with the oldest payment. When an amount equal to all
purchase payments have been withdrawn, additional withdrawals will not be
assessed a Payout Withdrawal Charge.

Payout Withdrawals will be subject to a Payout Withdrawal Charge for each
Contract as follows:

Number of Complete Years Since We Received the Purchase
Payment Being Withdrawn/Applicable Charge:
CONTRACT: 0 1 2 3 4 5 6 7 8+
---------------------------------------------------------------------------------------
Consultant Solutions Classic 7% 7% 6% 5% 4% 3% 2% 0% 0%
Consultant Solutions Plus 8.5% 8.5% 8.5% 7.5% 6.5% 5.5% 4% 2.5% 0%
Consultant Solutions Elite 7% 6% 5% 0% 0% 0% 0% 0% 0%
Consultant Solutions Select None

53 PROSPECTUS


ADDITIONAL INFORMATION.  We may make other Income Plans available. You may
obtain information about them by writing or calling us. On the Payout Start
Date, you must specify the portion of the Contract Value to be applied to
variable income payments and the portion to be applied to fixed income
payments. For the portion of your Contract Value to be applied to variable
income payments, you must also specify the Variable Sub-Accounts on which to
base the variable income payments as well as the allocation among those
Variable Sub-Accounts. 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(s) on the Payout Start
Date. We can make income payments in monthly, quarterly, semi-annual or annual
installments, as you select. If the Contract Value is less than $2,000 or not
enough to provide an initial payment of at least $20, and state law permits, we
may:

.   terminate the Contract and 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
    $20.

VARIABLE INCOME PAYMENTS
The amount of your variable income payments depends upon the investment results
of the Variable Sub-accounts 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) company mortality experience or (b) the
amount of our administration expenses.

We cannot predict the total amount of your variable income payments, which 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) under some of the Income Plans, we make income payments only so long as an
Annuitant is alive or any applicable Guaranteed Payment Period has not yet
expired.

In calculating the amount of the periodic payments in the annuity tables in the
Contracts, we used an assumed investment rate ("AIR", also known as benchmark
rate) of 3%. Currently, you may choose either a 6%, 5%, or 3% AIR per year. If
you select the Income Protection Benefit Option, however, the 3% AIR must
apply. The 6% and 5% AIR may not be available in all states (check with your
representative for availability). Currently, if you do not choose one, the 3%
AIR will automatically apply. We reserve the right to offer other assumed
investment rates. If the actual net investment return of the Variable
Sub-accounts you choose is less than the AIR, 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 AIR. The dollar amount of the variable income payments stays level
if the net investment return equals the AIR. With a higher AIR, your initial
income payment will be larger than with a lower AIR. While income payments
continue to be made, however, this disparity will become smaller and, if the
payments have continued long enough, each payment will be smaller than if you
had initially chosen a lower AIR.

Please refer to the Statement of Additional Information for more detailed
information as to how we determine variable income payments.

You may also elect a variable income payment stream consisting of level
monthly, quarterly or semi-annual payments. If you elect to receive level
monthly, quarterly or semi-annual payments, the payments must be recalculated
annually. You may only elect to receive level payments at or before the Payout
Start Date. If you have elected level payments for an Income Plan(s), you may
not make any variable to fixed payment transfers within such Income Plan(s). We
will determine the amount of each annual payment as described above, place this
amount in our general account, and then distribute it in level monthly,
quarterly or semi-annual payments. The sum of the level payments will exceed
the annual calculated amount because of an interest rate factor we use, which
may vary from year to year, but will not be less than 2% per year. If the
Annuitant dies while you are receiving level payments, you will not be entitled
to receive any remaining level payments for that year (unless the Annuitant
dies before the end of the Guaranteed Payment Period). For example, if you have
selected Income Plan 1 with no Guaranteed Payment Period and the Annuitant dies
during the year, the Beneficiary will not be entitled to receive the remaining
level payments for that year.

INCOME PROTECTION BENEFIT OPTION
We offer an Income Protection Benefit Option, which may be added to your
Contract on the Payout Start Date for an additional mortality and expense risk
charge if you have selected variable income payments subject to the following
conditions:

.   The Annuitant and joint Annuitant, if applicable, must be age 75 or younger
    on the Payout Start Date.

.   You must choose Income Plan 1 or 2 and the Guaranteed Payment Period must
    be for at least 120 months, unless the Internal Revenue Service requires a
    different payment period.

.   You may apply the Income Protection Benefit Option to more than one Income
    Plan.

                               54     PROSPECTUS


.   The AIR must be 3% for the Income Plan(s) that you wish to apply this
    benefit to.

.   You may only add the Income Protection Benefit Option on the Payout Start
    Date and, once added, the option cannot be cancelled.

.   You may not add the Income Protection Benefit Option without our prior
    approval if your Contract Value is greater than $1,000,000 at the time you
    choose to add the Income Protection Benefit Option.

.   You may not convert variable income payments to fixed income payments.

If you select the Income Protection Benefit Option, we guarantee that your
variable income payments under each of the Income Plans to which the option is
applied will never be less that 85% of the initial variable amount income value
("Income Protection Benefit"), as calculated on the Payout Start Date under
such Income Plans, unless you have elected a reduced survivor payment plan
under Income Plan 2. If you have elected a reduced survivor payment plan, we
guarantee that your variable income payments to which the option is applied
will never be less than 85% of the initial variable amount income value prior
to the later of 1) the death of an Annuitant; or 2) the end of the guaranteed
payment period. On or after the later of these events, we guarantee that your
variable income payments will never be less than 85% of the initial variable
amount income value multiplied by the percentage you elected for your reduced
survivor plan. See Appendix C for numerical examples that illustrate how the
Income Protection Benefit is calculated.

If you add the Income Protection Benefit Option to your Contract, the mortality
and expense risk charge during the Payout Phase will be increased. Currently,
the charge for this option is 0.50%. We may change the amount we charge, but it
will not exceed 0.75%. Once the option is issued, we will not increase what we
charge you for the benefit.

INVESTMENT REQUIREMENTS.

If you add the Income Protection Benefit Option to your Contract, you must
adhere to certain requirements related to the investment alternatives in which
you may invest during the Payout Phase with respect to the assets supporting
the variable income payments to which the Income Protection Benefit Option
applies. These requirements may include, but are not limited to, maximum
investment limits on certain Variable Sub-accounts, exclusion of certain
Variable Sub-accounts, required minimum allocations to certain Variable
Sub-accounts, and restrictions on transfers to or from certain investment
alternatives. We may also require that you use the Automatic Portfolio
Rebalancing Program. We may change the specific requirements that are
applicable at any time in our sole discretion. Any changes we make will not
apply to the Income Protection Benefit Option if it was added to your Contract
prior to the implementation date of the change, except for changes made due to
a change in Variable Sub-accounts available under the Contract.

When you add the Income Protection Benefit Option to your Contract, you must
allocate to a model portfolio option the entire portion of your Contract Value
allocated to the Variable Sub-accounts.

We currently offer one Model Portfolio Option; however, we may add more Model
Portfolio Options in the future. Transfers made for purposes of adhering to
your Model Portfolio Option will not count towards the number of free transfers
you may make each Contract Year.

THE FOLLOWING TABLE SUMMARIZES THE MODEL PORTFOLIO OPTION CURRENTLY AVAILABLE
FOR USE WITH THE INCOME PROTECTION BENEFIT OPTION:

*Model Portfolio Option 1

Each calendar quarter, we will use the Automatic Portfolio Rebalancing Program
to automatically rebalance your Contract Value in each Variable Sub-account and
return it to the percentage allocations for your Model Portfolio Option, using
the percentage allocations as of your most recent instructions.

MODEL PORTFOLIO OPTION 1

You must allocate a certain percentage of the portion of your Contract Value
allocated to the Variable Sub-accounts into each of three asset categories. You
may choose the Variable Sub-accounts in which you want to invest, provided you
maintain the percentage allocation requirements for each category. You may also
make transfers among the Variable Sub-accounts within each category at any
time, provided you maintain the percentage allocation requirements for each
category. However, each transfer you make will count against the 12 transfers
you can make each Contract Year without paying a transfer fee.

The following table describes the percentage allocation requirements for Model
Portfolio Options 1 and Variable Sub-accounts available under each category:

                           MODEL PORTFOLIO OPTION 1
--------------------------------------------------------------------------------
                                20% Category A
                                50% Category B
                                30% Category C
--------------------------------------------------------------------------------

CATEGORY A

Fidelity(R) VIP Money Market - Service Class 2 Sub-Account
PIMCO Money Market - Administrative Shares Sub-Account

                           MODEL PORTFOLIO OPTION 1
--------------------------------------------------------------------------------

CATEGORY B
Fidelity(R) VIP Investment Grade Bond - Service Class 2 Sub-Account
Legg Mason Western Asset Variable Global High Yield Bond - Class II Sub-Account
MFS High Yield - Service Class Sub-Account/(3)/

                               55     PROSPECTUS


PIMCO Foreign Bond (U.S. Dollar-Hedged) - Administrative Shares Sub-Account
PIMCO Real Return - Administrative Shares Sub-Account
PIMCO Total Return - Administrative Shares Sub-Account
UIF U.S. Real Estate, Class II Sub-Account
Invesco V.I. Government Securities, Series II Sub-Account
--------------------------------------------------------------------------------
CATEGORY C
Invesco Van Kampen V.I. Value Opportunities - Series II Sub-Account/(2)/
Invesco V.I. Core Equity - Series II Sub-Account
Invesco V.I. Mid Cap Core Equity - Series II Sub-Account
Fidelity(R) VIP Contrafund(R) - Service Class 2 Sub-Account
Fidelity(R) VIP Equity-Income - Service Class 2 Sub-Account
Fidelity(R) VIP Index 500 - Service Class 2 Sub-Account
Fidelity(R) VIP Overseas - Service Class 2 Sub-Account
Fidelity(R) VIP Asset Manager/(SM)/ - Service Class 2 Sub-Account
Janus Aspen Series Overseas - Service Shares Sub-Account
Janus Aspen Series Forty - Service Shares Sub-Account
Janus Aspen Series Perkins Mid Cap Value - Service Shares Sub-Account
Janus Aspen Series Balanced - Service Shares Sub-Account
Legg Mason ClearBridge Variable Fundamental All Cap Value - Class II Sub-Account
Legg Mason ClearBridge Variable Large Cap Value - Class II Sub-Account
MFS Investors Trust - Service Class Sub-Account
MFS Investors Growth Stock - Service Class Sub-Account
MFS Total Return - Service Class Sub-Account
MFS Value - Service Class Sub-Account
Oppenheimer Small- & Mid-Cap Growth/VA - Service Shares Sub-Account/(1)/
Oppenheimer Main Street Small Cap(R)/VA - Service Shares Sub-Account
Guggenheim VT Long Short Equity Sub-Account (formerly, Guggenheim VT U.S. Long
Short Momentum Sub-Account)
T. Rowe Price Equity Income - II Sub-Account
T. Rowe Price Blue Chip Growth - II Sub-Account
Van Eck VIP Multi-Manager Alternatives Sub-Account
Invesco Van Kampen V.I. Growth and Income, Series II Sub-Account
--------------------------------------------------------------------------------

(1)Effective as of August 30, 2010, the following Variable Sub-Account closed
   to all Contract Owners except those Contract Owners who had contract value
   invested in the Variable Sub-Account as of the closure date:

  Oppenheimer Small- & Mid-Cap Growth/VA - Service Shares Sub-Account

  Contract Owners who had contract value invested in this Variable Sub-Account
  as of the closure date may continue to submit additional investments into the
  Variable Sub-Account thereafter, although they will not be permitted to
  invest in the Variable Sub-Account if they withdraw or otherwise transfer
  their entire contract value from the Variable Sub-Account following the
  closure date. Contract Owners who did not have contract value invested in
  this Variable Sub-Account as of the specified closure date may not invest in
  the Variable Sub-Account.

(2)Effective on or after April 30, 2012, the following Portfolio changed its
   name:

             PREVIOUS NAME                            NEW NAME
 -----------------------------------------------------------------------------
 Invesco V.I. Basic Value - Series II       Invesco Van Kampen V.I. Value
                                              Opportunities - Series II
 -----------------------------------------------------------------------------

(3)Effective on August 19, 2013, the MFS High Yield Series - Service Class
   acquired the MFS High Income Series - Service Class.

FIXED INCOME PAYMENTS
We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. The guaranteed income payment amounts will
change if the frequency of payments or the length of the payment period changes.

We calculate the fixed income payments by:

.   adjusting the portion of the Contract Value in any Fixed Account Option on
    the Payout Start Date by any applicable Market Value Adjustment;

.   deducting any applicable taxes; and

.   applying the resulting amount to the greater of: (a) the appropriate income
    payment factor for the selected Income Plan from the Income Payment Table
    in your Contract; or (b) such other income payment factor as we are
    offering on the Payout Start Date.

We may defer your request to make a withdrawal from fixed income payments for a
period of up to 6 months or whatever 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.

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 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 Contract is
appropriate.

DEATH BENEFITS
--------------------------------------------------------------------------------

DEATH PROCEEDS
Under certain conditions, described below, we will pay a death settlement
("DEATH PROCEEDS") for this Contract on the death of the Contract Owner,
Annuitant, or Co-Annuitant if the death occurs prior to the Payout Start Date.
The Death Proceeds will not exceed the Contract Value plus $1 million. If the
Owner or Annuitant dies after the Payout Start Date, we will pay remaining
income payments as described in the "Payout

                               56     PROSPECTUS


Phase" section of your Contract. See "Income Payments" on page 51 for more
information.

We will determine the value of the Death Proceeds as of the end of the
Valuation Date during which we receive the first Complete Request for
Settlement (the next Valuation Date, if we receive the request after 3:00 p.m.
Central Time). In order to be considered a "COMPLETE REQUEST FOR SETTLEMENT," a
claim for distribution of the Death Proceeds must include "DUE PROOF OF DEATH"
in any of the following forms of documentation:

.   A certified copy of the 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.

"DEATH PROCEEDS" are determined based on when we receive a Complete Request for
Settlement:

.   If we receive a Complete Request for Settlement within 180 days of the
    death of the Contract Owner, Annuitant, or Co-Annuitant, as applicable, the
    Death Proceeds are equal to the "DEATH BENEFIT."

.   If we receive a Complete Request for Settlement more than 180 days after
    the death of the Contract Owner, Annuitant, or Co-Annuitant, as applicable,
    the Death Proceeds are equal to the greater of the Contract Value or
    Settlement Value. We reserve the right to waive or extend, in a
    nondiscriminatory manner, the 180-day period in which the Death Proceeds
    will equal the Death Benefit.

Where there are multiple Beneficiaries, we will only value the Death Proceeds
at the time the first Beneficiary submits the necessary documentation in good
order. Any Death Proceeds amounts attributable to any Beneficiary which remain
in the Variable Sub-accounts are subject to investment risk.

DEATH BENEFIT OPTIONS
In addition to the ROP Death Benefit included in your Contract, we offer the
following death benefit options which may be added to your Contract:

.   MAV Death Benefit Option

.   Annual Increase Death Benefit Option

.   Enhanced Earnings Death Benefit Option

The amount of the Death Benefit depends on which death benefit option(s) you
select. Not all death benefit options are available in all states.

You may select any combination of death benefit options on the issue date of
your Contract or at a later date, subject to state availability and issue age
restrictions. You may not add any of the death benefit options to your Contract
after Contract issue without our prior approval if your Contract Value is
greater than $1,000,000 at the time you want to add an option.

The "DEATH BENEFIT" is equal to the Enhanced Earnings Death Benefit (if
selected) plus the greatest of:

.   The Contract Value;

.   The Settlement Value;

.   The ROP Death Benefit;

.   The MAV Death Benefit Option (if selected); or

.   The Annual Increase Death Benefit Option (if selected).

The "SETTLEMENT VALUE" is the amount that would be paid in the event of a full
withdrawal of the Contract Value.

The "ROP DEATH BENEFIT" is equal to the sum of all purchase payments (and
Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS), reduced by a
proportional withdrawal adjustment for each withdrawal. The withdrawal
adjustment is equal to the withdrawal amount divided by the Contract Value
immediately prior to the withdrawal, and the result is multiplied by:

   The sum of all purchase payments (and Credit Enhancements for CONSULTANT
   SOLUTIONS PLUS CONTRACTS) made prior to the withdrawal, less any prior
   withdrawal adjustments.

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT OPTION.

The MAV Death Benefit Option is available only if the oldest Contract Owner and
Co-Annuitant, or, if the Contract is owned by a non-living person, the oldest
Annuitant, are age 79 or younger on the Rider Application Date. There is an
additional mortality and expense risk charge for this death benefit option,
currently equal to 0.20%. We may change what we charge for this death benefit
option, but it will never exceed 0.50%. Once added to your Contract, we
guarantee that we will not increase the mortality and expense risk charge you
pay for this death benefit option.

On the date we issue the rider for this benefit ("Rider Date"), the MAV DEATH
BENEFIT is equal to the Contract Value. After the Rider Date and prior to the
date we determine the Death Proceeds (see "Death Proceeds" on page 56), the MAV
Death Benefit is recalculated each time a purchase payment or withdrawal is
made as well as on each Contract Anniversary as follows:

.   Each time a purchase payment is made, the MAV Death Benefit is increased by
    the amount of the purchase payment (and Credit Enhancement for CONSULTANT
    SOLUTIONS PLUS CONTRACTS).

.   Each time a withdrawal is made, the MAV Death Benefit is reduced by a
    proportional withdrawal adjustment, defined as the withdrawal amount
    divided by the Contract Value immediately prior to the withdrawal, and the
    result multiplied by the most recently calculated MAV Death Benefit.

                               57     PROSPECTUS


.   On each Contract Anniversary until the first Contract Anniversary following
    the 80th birthday of the oldest Contract Owner or Co-Annuitant, whichever
    occurs first, or, if the Contract is owned by a non-living person, the
    oldest Annuitant, the MAV Death Benefit is recalculated as the greater of
    the Contract Value on that date or the most recently calculated MAV Death
    Benefit.

If no purchase payments or withdrawals are made after the Rider Date, the MAV
Death Benefit will be equal to the greatest of the Contract Value on the Rider
Date and the Contract Values on each subsequent Contract Anniversary after the
Rider Date through the first Contract Anniversary following the 80th birthday
of the oldest Contract Owner or Co-Annuitant, whichever occurs first, or, if
the Contract is owned by a non-living person, the oldest Annuitant, but before
the date we determine the Death Proceeds. If, upon death of the Contract Owner,
the Contract is continued under Option D as described on page 61, and if the
New Contract Owner is age 80 or younger on the date we determine the Death
Proceeds, then the MAV Death Benefit Option will continue. The MAV Death
Benefit will continue to be recalculated for purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS), withdrawals, and on each
Contract Anniversary after the date we determine the Death Proceeds until the
earlier of:

.   The first Contract Anniversary following the 80th birthday of either the
    oldest Contract Owner or the Co-Annuitant, whichever is earlier, or, if the
    Contract is owned by a non-living person, the oldest Annuitant. (After the
    80th birthday of either the oldest Contract Owner or the Co-Annuitant,
    whichever is earlier, or, if the Contract is owned by a non-living person,
    the oldest Annuitant, the MAV Death Benefit will be recalculated only for
    purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
    CONTRACTS) and withdrawals); or

.   The date we next determine the Death Proceeds.

ANNUAL INCREASE DEATH BENEFIT OPTION.

The Annual Increase Death Benefit Option is only available if the oldest
Contract Owner and Co-Annuitant, or, if the Contract is owned by a non-living
person, the oldest Annuitant, are age 79 or younger on the Rider Application
Date. There is an additional mortality and expense risk charge for this death
benefit option, currently equal to 0.30%. We may change what we charge for this
death benefit option, but it will never exceed 0.50%. Once added to your
Contract, we guarantee that we will not increase the mortality and expense risk
charge you pay for this death benefit option.

On the date we issue the rider for this benefit ("Rider Date"), the Annual
Increase Death Benefit is equal to the Contract Value. The Annual Increase
Death Benefit, plus purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made after the Rider Date and less withdrawal
adjustments for withdrawals made after the Rider Date, will accumulate interest
on a daily basis at a rate equivalent to 5% per year (may be 3% in certain
states), subject to the "Cap" defined below. This accumulation will continue
until the earlier of:

   (a) the first Contract Anniversary following the 80th birthday of the oldest
Contract Owner or Co-Annuitant, whichever occurs first, or, if the Contract is
owned by a non-living person, the oldest Annuitant; or

   (b) the date we determine the Death Proceeds.

After the 5% interest accumulation (may be 3% in certain states) ends, the
Annual Increase Death Benefit will continue to be increased by purchase
payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) and
reduced by withdrawal adjustments for withdrawals until the death benefit
option terminates. The withdrawal adjustment is a proportional adjustment,
defined as the withdrawal amount divided by the Contract Value immediately
prior to the withdrawal, and the result multiplied by the amount of the Annual
Increase Death Benefit immediately prior to the withdrawal.

The Annual Increase Death Benefit Cap is equal to:

.   200% of the Contract Value as of the Rider Date; plus

.   200% of purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS
    PLUS CONTRACTS) made after the Rider Date, but excluding any purchase
    payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS)
    made in the 12-month period immediately prior to the death of a Contract
    Owner or the Co-Annuitant, or, if the Contract is owned by a non-living
    person, an Annuitant; minus

.   Withdrawal adjustments for any withdrawals made after the Rider Date. Refer
    to Appendix E for withdrawal adjustment examples.

If, upon death of the Contract Owner, the Contract is continued under Option D
as described on page 61, and if the New Contract Owner is age 80 or younger on
the date we determine the Death Proceeds, then the Annual Increase Death
Benefit Option will continue. The amount of the Annual Increase Death Benefit
as of the date we determine the Death Proceeds, plus subsequent purchase
payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS),
less withdrawal adjustments for any subsequent withdrawals, will accumulate
daily at a rate equivalent to 5% per year (may be 3% in certain states) from
the date we determine the Death Proceeds, until the earlier of:

.   The first Contract Anniversary following the 80th birthday of either the
    oldest Contract Owner or the

                               58     PROSPECTUS


   Co-Annuitant, whichever is earlier, or, if the Contract is owned by a
   non-living person, the oldest Annuitant. (After the 80th birthday of either
   the oldest Contract Owner or the Co-Annuitant, whichever is earlier, or, if
   the Contract is owned by a non-living person, the oldest Annuitant, the
   Annual Increase Death Benefit will be recalculated only for purchase
   payments and withdrawals (and Credit Enhancements for CONSULTANT SOLUTIONS
   PLUS CONTRACTS)); or

.   The date we next determine the Death Proceeds.

ENHANCED EARNINGS DEATH BENEFIT OPTION.

The "ENHANCED EARNINGS DEATH BENEFIT OPTION" is only available if the oldest
Contract Owner and Co-Annuitant, or, if the Contract is owned by a non-living
person, the oldest Annuitant, are age 79 or younger on the Rider Application
Date. There is an additional mortality and expense risk charge for this death
benefit option, currently equal to:

.   0.25%, if the oldest Contract Owner and Co-Annuitant, or, if the Contract
    is owned by a non-living person, the oldest Annuitant, are age 70 or
    younger on the Rider Application Date; and

.   0.40%, if the oldest Contract Owner or, if older, the Co-Annuitant, or, if
    the Contract is owned by a non-living person, the oldest Annuitant, is age
    71 or older and age 79 or younger on the Rider Application Date.

We may change what we charge for this death benefit option, but it will never
exceed 0.35% for issue ages 0-70 and 0.50% for issue ages 71-79. Once added to
your Contract, we guarantee that we will not increase the mortality and expense
risk charge you pay for this death benefit option. However, if your spouse
elects to continue the Contract in the event of your death and if he or she
elects to continue the Enhanced Earnings Death Benefit Option, the mortality
and expense risk charge for the death benefit option will be based on the ages
of the oldest new Contract Owner and the Co-Annuitant, or, if the Contract is
owned by a non-living person, the oldest Annuitant, at the time the Contract is
continued.

If the oldest Contract Owner and Co-Annuitant, or, if the Contract is owned by
a non-living person, the oldest Annuitant, are age 70 or younger on the Rider
Application Date, the Enhanced Earnings Death Benefit is equal to the lesser of:

.   100% of "IN-FORCE PREMIUM" (excluding purchase payments (and Credit
    Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made after the date
    we issue the rider for this benefit ("Rider Date") and during the
    twelve-month period immediately prior to the death of a Contract Owner or
    Co-Annuitant, or, if the Contract is owned by a non-living person, an
    Annuitant); or

.   40% of "IN-FORCE EARNINGS"

calculated as of the date we determine the Death Proceeds.

If the oldest Contract Owner or, if older, the Co-Annuitant, or, if the
Contract is owned by a non-living person, the oldest Annuitant, is age 71 or
older and age 79 or younger on the Rider Application Date, the Enhanced
Earnings Death Benefit is equal to the lesser of:

.   50% of "In-Force Premium" (excluding purchase payments (and Credit
    Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made after the Rider
    Date and during the twelve-month period immediately prior to the death of a
    Contract Owner or Co-Annuitant, or, if the Contract is owned by a
    non-living person, an Annuitant); or

.   25% of "In-Force Earnings"

calculated as of the date we determine the Death Proceeds.

In-Force Earnings are equal to the current Contract Value less In-Force
Premium. If this quantity is negative, then In-Force Earnings are equal to zero.

In-Force Premium is equal to the Contract Value on the Rider Date, plus the sum
of all purchase payments, including any associated credit enhancements, made
after the Rider Date, less the sum of all "EXCESS-OF-EARNINGS WITHDRAWALS" made
after the Rider Date.

An EXCESS-OF-EARNINGS WITHDRAWAL is equal to the excess, if any, of the amount
of the withdrawal over the amount of the In-Force Earnings immediately prior to
the withdrawal.

Refer to Appendix E for numerical examples that illustrate how the Enhanced
Earnings Death Benefit Option is calculated.

If, upon death of the Contract Owner, the Contract is continued under Option D
as described on page 61, and if the New Contract Owner is younger than age 80
on the date we determine the Death Proceeds, then this death benefit option
will continue unless the New Contract Owner elects to terminate the death
benefit option. If the death benefit option is continued, the following will
apply as of the date we determine the Death Proceeds upon continuation:

.   The Rider Date will be changed to the date we determine the Death Proceeds;

.   The In-Force Premium is equal to the Contract Value as of the new Rider
    Date plus all purchase payments, including any associated credit
    enhancements, made after the Rider Date, less the sum of all the
    Excess-of-Earnings Withdrawals made after the Rider Date;

.   The Enhanced Earnings Death Benefit after the new Rider Date will be
    determined as described

                               59     PROSPECTUS


   above, but using the ages of the oldest Contract Owner and Co-Annuitant, or,
   if the Contract is owned by a non-living person, the oldest Annuitant, as of
   the new Rider Date.

.   The mortality and expense risk charge, for this rider, will be determined
    as described above, but using the ages of the oldest Contract Owner and
    Co-Annuitant, or, if the Contract is owned by a non-living person, the
    oldest Annuitant, as of the new Rider Date.

If the Contract Owner's, Co-Annuitant's or Annuitant's age is misstated, the
Enhanced Earnings Death Benefit and the mortality and expense risk charge for
this death benefit option will be calculated according to the corrected age as
of the Rider Date. Your Contract Value will be adjusted to reflect the
mortality and expense risk charge for this death benefit option that should
have been assessed based on the corrected age.

ALL OPTIONS.
WE RESERVE THE RIGHT TO IMPOSE LIMITATIONS ON THE INVESTMENT ALTERNATIVES IN
WHICH YOU MAY INVEST AS A CONDITION OF THESE OPTIONS. THESE RESTRICTIONS MAY
INCLUDE, BUT ARE NOT LIMITED TO, MAXIMUM INVESTMENT LIMITS ON CERTAIN
INVESTMENT ALTERNATIVES, EXCLUSION OF CERTAIN INVESTMENT ALTERNATIVES, REQUIRED
MINIMUM ALLOCATIONS TO CERTAIN INVESTMENT ALTERNATIVES, RESTRICTIONS ON
TRANSFERS TO AND FROM CERTAIN INVESTMENT ALTERNATIVES, AND/OR THE REQUIRED USE
OF AUTOMATIC PORTFOLIO REBALANCING. CURRENTLY, NO SUCH RESTRICTIONS ARE BEING
IMPOSED.

These death benefit options will terminate and the corresponding Rider Fee will
cease on the earliest of the following to occur:

.   the date the Contract is terminated;

.   if, upon the death of the Contract Owner, the Contract is continued under
    Option D as described in the Death of Owner section on page 61, and the New
    Owner is older than age 80 (age 80 or older for the Enhanced Earnings Death
    Benefit Option) on the date we determine the Death Proceeds. The death
    benefit option will terminate on the date we determine the Death Proceeds;

.   if the Contract is not continued in the Accumulation Phase under either the
    Death of Owner or Death of Annuitant provisions of the Contract. The death
    benefit option will terminate on the date we determine the Death Proceeds;

.   on the date the Contract Owner (if the current Contract Owner is a living
    person) is changed for any reason other than death unless the New Contract
    Owner is a trust and the Annuitant is a current Contract Owner;

.   on the date the Contract Owner (if the current Contract Owner is a
    non-living person) is changed for any reason unless the New Contract Owner
    is a non-living person or is a current Annuitant; or

.   the Payout Start Date.

Notwithstanding the preceding, in the event of the Contract Owner's death, if
the Contract Owner's spouse elects to continue the Contract (as permitted in
the Death of Owner provision below) he or she may terminate the Enhanced
Earnings Death Benefit at that time.

DEATH BENEFIT PAYMENTS

DEATH OF CONTRACT OWNER

If a Contract Owner dies prior to the Payout Start Date, then the surviving
Contract Owners will be the "New Contract Owners". If there are no surviving
Contract Owners, then subject to any restrictions previously placed upon them,
the Beneficiaries will be the New Contract Owners.

If there is more than one New Contract Owner taking a share of the Death
Proceeds, each New Contract Owner will be treated as a separate and independent
Contract Owner of his or her respective share of the Death Proceeds. Each New
Contract Owner will exercise all rights related to his or her share of the
Death Proceeds, including the sole right to elect one of the Option(s) below,
subject to any restrictions previously placed upon the New Contract Owner. Each
New Contract Owner may designate a Beneficiary(ies) for his or her respective
share, but that designated Beneficiary(ies) will be restricted to the Option
chosen by the original New Contract Owner.

The Options available to each New Contract Owner will be determined by the
applicable following Category in which the New Contract Owner is defined. An
Option will be deemed to have been chosen on the day we receive written
notification in a form satisfactory to us.

NEW CONTRACT OWNER CATEGORIES

CATEGORY 1.  If your spouse (or Annuitant's spouse in the case of a grantor
trust-owned Contract) is the sole New Contract Owner of the entire Contract,
your spouse must choose from among the death settlement Options A, B, C, D, or
E described below. If he or she does not choose one of these Options, then
Option D will apply.

CATEGORY 2.  If the New Contract Owner is a living person who is not your
spouse (or Annuitant's spouse in the case of a grantor trust-owned Contract),
or there is more than one New Contract Owner, all of whom are living persons,
each New Contract Owner must choose from among the death settlement Options A,
B, C, or E described below. If a New Contract Owner does not choose one of
these Options, then Option C will apply for that New Contract Owner.

CATEGORY 3.  If there are one or more New Contract Owner(s) and at least one of
the New Contract Owners

                               60     PROSPECTUS


is a non-living person such as a corporation or a trust, all New Contract
Owners are considered to be non-living persons for purposes of the death
settlement options. Each New Contract Owner must choose death settlement Option
A or C described below. If a New Contract Owner does not choose one of these
Options, then Option C will apply for that New Contract Owner.

The death settlement options we currently offer are:

OPTION A.  The New Contract Owner may elect to receive the Death Proceeds in a
lump sum.

OPTION B.  The New Contract Owner may elect to apply the Death Proceeds to one
of the Income Plans described above. Such income payments must begin within one
year of the date of death and must be payable:

.   Over the life of the New Contract Owner; or

.   For a guaranteed payment period of at least 5 years (60 months), but not to
    exceed the life expectancy of the New Contract Owner; or

.   Over the life of the New Contract Owner with a guaranteed payment period of
    at least 5 years (60 months), but not to exceed the life expectancy of the
    New Contract Owner.

OPTION C.  The New Contract Owner may elect to receive the Contract Value
payable within 5 years of the date of death. The Contract Value, as of the date
we receive the first Complete Request for Settlement, will be reset to equal
the Death Proceeds as of that date. Any excess amount of the Death Proceeds
over the Contract Value on that date will be allocated to the PIMCO Money
Market Variable Sub-account unless the New Contract Owner provides other
allocation instructions.

The New Contract Owner may not make any additional purchase payments under this
option. Withdrawal charges will be waived for any withdrawals made during the
5-year period after the date of death; however, amounts withdrawn may be
subject to Market Value Adjustments. The New Contract Owner may exercise all
rights set forth in the Transfers provision.

If the New Contract Owner dies before the Contract Value is completely
withdrawn, the New Contract Owner's Beneficiary(ies) will receive the greater
of the remaining Settlement Value or the remaining Contract Value within 5
years of the date of the original Contract Owner's death.

OPTION D.  The New Contract Owner may elect to continue the Contract in the
Accumulation Phase. If the Contract Owner was also the Annuitant, then the New
Contract Owner will be the new Annuitant. This Option may only be exercised
once per Contract. The Contract Value, as of the date we receive the first
Complete Request for Settlement, will be reset to equal the Death Proceeds as
of that date.

Unless otherwise instructed by the continuing spouse, the excess, if any, of
the Death Proceeds over the Contract Value will be allocated to the
Sub-accounts of the Variable Account. This excess will be allocated in
proportion to your Contract Value in those Sub-accounts as of the end of the
Valuation Date that we receive the complete request for settlement except that
any portion of this excess attributable to the Fixed Account Options will be
allocated to the PIMCO Money Market Variable Sub-account.

Within 30 days after the date we determine the Death Proceeds, the New Contract
Owner may transfer all or a portion of the excess of the Death Proceeds, if
any, into any combination of Variable Sub-accounts, the Standard Fixed Account
and the Market Value Adjusted Fixed Account without incurring a transfer fee.
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 this
Contract.

The New Contract Owner may make a single withdrawal of any amount within one
year of the date of your death without incurring a Withdrawal Charge; however,
the amount withdrawn may be subject to a Market Value Adjustment and a 10% tax
penalty if the New Contract Owner is under age 59 1/2.

OPTION E.  For Nonqualified Contracts, the New Contract Owner may elect to make
withdrawals at least annually of amounts equal to the "ANNUAL REQUIRED
DISTRIBUTION" calculated for each calendar year. The first such withdrawal must
occur within:

.   One year of the date of death;

.   The same calendar year as the date we receive the first Complete Request
    for Settlement; and

.   One withdrawal frequency.

The New Contract Owner must select the withdrawal frequency (monthly,
quarterly, semi-annual, or annual). Once this option is elected and frequency
of withdrawals is chosen, they cannot be changed by the New Contract Owner and
become irrevocable.

In the calendar year in which the Death Proceeds are determined, the ANNUAL
REQUIRED DISTRIBUTION is equal to the Contract Value on the date of the first
distribution divided by the "Life Expectancy" of the New Contract Owner and the
result multiplied by a fraction that represents the portion of the calendar
year remaining after the date of the first distribution. (The Contract Value,
as of the date we receive the Complete Request for Settlement, will be reset to
equal the Death Proceeds as of that date. The Contract Value on the date of the
first distribution may be more or less than the Contract Value as of the date
we receive the Complete Request for Settlement.) The Life Expectancy in that
calendar year is equal to the life expectancy value from IRS Tables based on
the age of the New Contract Owner as of his or her birthday in the same
calendar year.

In any subsequent calendar year, the Annual Required Distribution is equal to
the Contract Value as of

                               61     PROSPECTUS


December 31 of the prior year divided by the remaining Life Expectancy of the
New Contract Owner. In each calendar year after the calendar year in which the
first distribution occurred, the Life Expectancy of the New Contract Owner is
the Life Expectancy calculated in the previous calendar year minus one
(1) year. If the Life Expectancy is less than one (1), the Annual Required
Distribution is equal to the Contract Value.

If the New Contract Owner dies before the Contract Value is completely
withdrawn, the scheduled withdrawals will continue to be paid to the New
Contract Owner's Beneficiary(ies). The Contract Value invested in the Variable
Sub-Accounts will be subject to investment risk until it is withdrawn.

We reserve the right to offer additional death settlement options.

DEATH OF ANNUITANT

If the Annuitant dies prior to the Payout Start Date, then the surviving
Contract Owners will have the Options available to the New Contract Owner,
determined by the applicable following category in which the New Contract Owner
is defined, unless:

.   The Annuitant was also the Contract Owner, in which case the Death of Owner
    provisions above apply; or

.   The Contract Owner is a grantor trust established by a living person, in
    which case the Beneficiary(ies) will be deemed the New Contract Owners and
    the Death of Contract Owner provisions above will apply.

SURVIVING CONTRACT OWNER CATEGORIES

CATEGORY 1.  If the Owner is a living person, the Contract will continue in the
Accumulation Phase with a new Annuitant. The Contract Value will not be
increased by any excess of the Death Proceeds over the Contract Value as of the
date that we determine the value of the Death Proceeds.

The new Annuitant will be:

.   A person you name by written request, subject to the conditions described
    in the Annuitant section of this Contract; otherwise,

.   The youngest Owner; otherwise,

.   The youngest Beneficiary.

CATEGORY 2.  If the Owner is a corporation, trust, or other non-living person,
the Owner must choose between the following two options:

OPTION A.  The Owner may elect to receive the Death Proceeds in a lump sum.

OPTION B.  The Owner may elect to receive the Contract Value payable within 5
years of the Annuitant's date of death. Under this Option, the excess, if any,
of the Death Proceeds over the Contract Value, as of the date that we determine
the value of the Death Proceeds, will be added to the Contract Value. Unless
otherwise instructed by the Owner, this excess will be allocated to the PIMCO
Money Market Variable Sub-account. During the 5 year period that follows the
Annuitant's date of death, the Owner may exercise all rights as set forth in
the Transfers section. Withdrawal Charges will be waived for any withdrawals
made during this 5 year period, however, the amount withdrawal may be subject
to a Market Value Adjustment.

No additional purchase payments may be added to the Contract under this
section. Withdrawal Charges will be waived for any withdrawals made during this
5 year period.

We reserve the right to offer additional death settlement options.

QUALIFIED CONTRACTS

The death settlement options for Qualified Plans, including IRAs, may be
different to conform with the individual tax requirements of each type of
Qualified Plan. Please refer to your Endorsement for IRA plans, if applicable,
for additional information on your death settlement options. 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.

SPOUSAL PROTECTION BENEFIT (CO-ANNUITANT) OPTION AND DEATH OF CO-ANNUITANT

We offer a Spousal Protection Benefit (Co-Annuitant) Option that may be added
to your Contract subject to the following conditions:

.   The individually owned Contract must be either a traditional, Roth, or
    Simplified Employee Pension IRA.

.   The Contract Owner's spouse must be the sole Primary Beneficiary of the
    Contract and will be the named Co-Annuitant.

.   The Contract Owner must be age 90 or younger on the Rider Application Date;
    and the Co-Annuitant must be age 79 or younger on the Rider Application
    Date.

.   The option may only be added when we issue the Contract or within 6 months
    of the Contract Owner's marriage. We may require proof of marriage in a
    form satisfactory to us. Currently, you may not add the option to your
    Contract without our prior approval if your Contract Value is greater than
    $1,000,000 at the time you choose to add the Option.

Under the Spousal Protection Benefit Option, the Co-Annuitant will be
considered to be an Annuitant under the Contract during the Accumulation Phase
except that the Co-Annuitant will not be considered to

                               62     PROSPECTUS


be an Annuitant for purposes of determining the Payout Start Date and the
"Death of Annuitant" provision of your Contract does not apply on the death of
the Co-Annuitant.

You may change the Co-Annuitant to a new spouse only if you provide proof of
remarriage in a form satisfactory to us. Once we accept a change, the change
will take effect on the date you signed the request. Each change is subject to
any payment we make or other action we take before we accept it. At any time,
there may only be one Co-Annuitant under your Contract.

There is an annual Rider Fee of 0.10% of the Contract Value for Options added
on or after May 1, 2005. For Options added prior to this date, there is no
charge for this Option. We reserve the right to assess an annual Rider Fee not
to exceed 0.15% for Options added in the future. Once this Option is added to
your Contract, we guarantee that we will not increase what we charge you for
this Option. For Contracts purchased on or after May 1, 2005, we may
discontinue offering the Spousal Protection Benefit (Co-Annuitant) Option at
any time.

The option will terminate upon the date your written termination request is
accepted by us or will terminate on the earliest of the following occurrences:

.   upon the death of the Co-Annuitant (as of the date we determine the Death
    Proceeds);

.   upon the death of the Contract Owner (as of the date we determine the Death
    Proceeds);

.   on the date the Contract is terminated;

.   on the Payout Start Date; or

.   on the date you change the beneficiary of the Contract and the change is
    accepted by us;

.   for options added on or after May 1, 2005, the Contract Owner may terminate
    the option upon the divorce of the Contract Owner and the Co-Annuitant by
    providing written notice and proof of divorce in a form satisfactory to us;

.   for options added prior to May 1, 2005, the Owner may terminate this option
    at anytime by written notice in a form satisfactory to us.

Once the Option is terminated, a new Spousal Protection Benefit (Co-Annuitant)
Option cannot be added to the Contract unless the last Option attached to the
Contract was terminated due to divorce or a change of beneficiary.

DEATH OF CO-ANNUITANT.  If the Co-Annuitant dies prior to the Payout Start
Date, subject to the following conditions, the Contract will be continued
according to Option D under the "Death of Owner" provision of your Contract:

.   The Co-Annuitant must have been your legal spouse on the date of his or her
    death; and

.   Option D of the "Death of Owner" provision of your Contract has not
    previously been exercised.

The Contract may only be continued once under Option D under the "Death of
Owner" provision. For a description of Option D, see the "Death of Owner"
section of this prospectus.

MORE INFORMATION
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LINCOLN BENEFIT LIFE COMPANY
Lincoln Benefit 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 S. 84th Street, Lincoln, NE 68506-4142. 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.

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 will 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.

The Company has reinsurance agreements whereby certain premiums, contract
charges, interest credited to contractholder funds, benefits and expenses are
ceded to Allstate Life Insurance Company ("Allstate Life"), Lincoln Benefit
Reinsurance Company and other non-affiliated reinsurers.

Under our reinsurance agreement with Allstate Life, in effect through the date
of the Company's acquisition by Resolution Life, Inc., substantially all
contract related transactions were transferred to Allstate Life, and
substantially all of the assets backing our reinsured liabilities were owned 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 were not
transferred to Allstate Life under the reinsurance agreement. These assets
represented our general account and were invested and managed by Allstate Life
prior to the acquisition. While the reinsurance agreement provided us with
financial backing from Allstate Life, it does not create a direct contractual
relationship between Allstate Life and you.

                               63     PROSPECTUS


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
Allstate Life, Resolution Holdings, Inc. ("Resolution Holdings") and the
Limited Partnership. Immediately prior to that closing, Lincoln Benefit signed
a Partial Commutation Agreement with Allstate Life (the "Partial Commutation
Agreement''), whereby we recaptured certain business previously reinsured to
Allstate Life, 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 Allstate Life, (b) all of the life insurance
business written by the Company through independent producers that was
previously reinsured to Allstate Life, 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 Allstate Life. The benefits and
provisions of the Contracts have not been changed by these transactions and
agreements. None of the transactions or agreements have changed the fact that
we are primarily liable to you for your Contract.

VARIABLE ACCOUNT
Lincoln Benefit Life Variable Annuity Account was originally established in
1992, as a segregated asset account of Lincoln Benefit. The Variable Account
meets the definition of a "separate account" under the federal securities laws
and is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. The SEC does not supervise the management of the Variable
Account or Lincoln Benefit.

We own the assets of the Variable Account, but we hold them separate from our
other assets. To the extent that these assets are attributable to the Contract
Value of the Contracts offered by this prospectus, these assets are not
chargeable with liabilities arising out of any other business we may conduct.
Income, gains, and losses, whether or not realized, from assets allocated to
the Variable Account are credited to or charged against the Variable Account
without regard to our other income, gains, or losses. Our obligations arising
under the Contracts are general corporate obligations of Lincoln Benefit.

The Variable Account is divided into Sub-accounts. The assets of each
Sub-account are invested in the shares of one of the Portfolios. We do not
guarantee the investment performance of the Variable Account, its Sub-accounts
or the Portfolios. Values allocated to the Variable Account and the amount of
Variable Annuity payments will rise and fall with the values of shares of the
Portfolios and are also reduced by Contract charges. We may also 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.

We have included additional information about the Variable Account in the
Statement of Additional Information. You may obtain a copy of the Statement of
Additional Information by writing to us or calling us at 1-800-457-7617. We
have reproduced the Table of Contents of the Statement of Additional
Information on page 76.

THE PORTFOLIOS
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS.  We automatically reinvest all
dividends and capital gains distributions from the Portfolios in shares of the
distributing Portfolios 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 Sub-Accounts 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 Sub-Account 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 Sub-Account 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

                               64     PROSPECTUS


investment fund. Any substitution of securities will comply with the
requirements of the Investment Company Act of 1940. We also may add new
Variable Sub-Accounts 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 board of directors/trustees of
these Portfolios monitors 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, the Portfolio's board of directors/trustees 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 CONTRACTS
DISTRIBUTION.   Allstate Distributors, LLC ("ADLLC"), located at 3100 Sanders
Road, Northbrook, IL 60062-7154 serves as distributor of the Contracts. ADLLC
is a wholly owned subsidiary of Allstate Life Insurance Company. ADLLC is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member of the Financial Industry Regulatory Authority
("FINRA").

ADLLC does not sell Contracts directly to purchasers. ADLLC enters into selling
agreements with affiliated and unaffiliated broker-dealers and banks to sell
the Contracts through their registered representatives. The broker-dealers are
registered with the SEC and are FINRA member firms. Their registered
representatives are licensed as insurance agents by applicable state insurance
authorities and appointed as agents of Lincoln Benefit in order to sell the
Contracts. Contracts also may be sold by representatives or employees of banks
that may be acting as broker-dealers without separate registration under the
Exchange Act, pursuant to legal and regulatory exceptions.

We will pay commissions to broker-dealers and banks which sell the Contracts.
Commissions paid vary, but we may pay up to a maximum sales commission of 7.5%
of total purchase payments. In addition, we may pay ongoing annual compensation
of up to 1.25% of Contract Value. Individual representatives receive a portion
of compensation paid to the broker-dealer or bank with which they are
associated in accordance with the broker-dealer's or bank's practices. We
estimate that commissions and annual compensation, when combined, will not
exceed 8.5% of total purchase payments. However, commissions and annual
compensation could exceed that amount because ongoing annual compensation is
related to Contract Value and the number of years the Contract is held.

From time to time, we pay asset-based compensation and/or marketing allowances
to banks and broker-dealers. These payments vary among individual banks and
broker dealers, and the asset-based payments may be up to 0.25% of Contract
Value annually. These payments are intended to contribute to the promotion and
marketing of the Contracts, and they vary among banks and broker-dealers. The
marketing and distribution support services include but are not limited to:
(1) placement of the Contracts on a list of preferred or recommended products
in the bank's or broker-dealer's distribution system; (2) sales promotions with
regard to the Contracts; (3) participation in sales conferences; and
(4) helping to defray the costs of sales conferences and educational seminars
for the bank or broker-dealer's registered representatives. A list of
broker-dealers and banks that ADLLC paid pursuant to such arrangements is
provided in the Statement of Additional Information, which is available upon
request. For a free copy, please write or call us at the address or telephone
number listed on the front page of this prospectus, or go to the SEC's Web site
(http://www.sec.gov).

To the extent permitted by FINRA rules and other applicable laws and
regulations, we may pay or allow other promotional incentives or payments in
the form of cash or non-cash compensation. We may not offer the arrangements to
all broker-dealers and banks and the terms of the arrangement may differ among
broker-dealers and banks.

Individual registered representatives, broker-dealers, banks, and branch
managers within some broker-dealers and banks participating in one of these
compensation arrangements may receive greater compensation for selling the
contract than for selling a different contact that is not eligible for the
compensation arrangement. While we take the compensation into account when
establishing contract charges, any such compensation will be paid by us or
ADLLC and will not result in any additional charge to you. Your registered
representative can provide you with more information about the compensation
arrangements that apply to the sale of the contract.

Lincoln Benefit does not pay ADLLC a commission for distribution of the
Contracts. ADLLC compensates its representatives who act as wholesalers, and
their sales management personnel, for Contract sales. This compensation is
based on a percentage of premium payments and/or a percentage of Contract
values. The underwriting agreement with ADLLC provides that we will reimburse
ADLLC for expenses incurred in distributing the Contracts, including any
liability to Contract Owners arising out of services rendered or Contracts
issued.

                               65     PROSPECTUS


Lincoln Benefit and ADLLC have also entered into wholesaling agreements with
certain independent contractors and their broker-dealers. Under these
agreements, compensation based on a percentage of premium payments and/or
Contract values is paid to the wholesaling broker-dealer for the wholesaling
activities of their registered representative.

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/, LLC, of 5801 SW 6th Avenue, Topeka, Kansas
66636, whereby se/2/, LLC provides certain business process outsourcing
services with respect to the Contracts. se/2/, LLC 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:
NTT DATA Process Services, LLC (administrative services) located at PO Box
4201, Boston, MA 02211; RR Donnelley 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; Venio LLC, d/b/a
Keane (lost shareholder search) located at PO Box 1508, Southeastern, PA
19399-1508; 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 Allstate Life entered into a Transition Services
Agreement (the "TSA"), pursuant to which Allstate Life 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 se/2/, LLC, 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 of the acquisition of Lincoln Benefit by Resolution Life, Inc.

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.

We will send you Contract statements at least annually. We will also send you
transaction confirmations. 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 or a confirmation. 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 will make the adjustment as of
the date that we receive notice of the potential error.

We will also provide you with additional periodic and other reports,
information and prospectuses as may be required by federal securities laws.

ANNUITIES HELD WITHIN A QUALIFIED PLAN
If you use the Contract within an 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 PROCEEDINGS
There are no pending legal proceedings affecting the Variable Account. Lincoln
Benefit is engaged in routine lawsuits which, in our management's judgment, are
not of material importance to the respective total assets or material with
respect to the Variable Account.

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

                               66     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
beneficiary. A trust named beneficiary, 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

                               67     PROSPECTUS


those assets, such as the ability to exercise investment control over the
assets. At the time the diversification regulations were issued, the Treasury
Department 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.

PARTIAL ANNUITIZATION
Effective January 1, 2011, an individual may partially annuitize their
non-qualified annuity if the contract so permits. The Small Business Jobs Act
of 2010 included a provision which allows for a portion of a non-qualified
annuity, endowment or life insurance contract to be annuitized while the
balance is not annuitized. The annuitized portion must be paid out over 10 or
more years or over the lives of one or more individuals. The annuitized portion
of the contract is treated as a separate contract for purposes of determining
taxability of the payments under IRC section 72. We do not currently permit
partial annuitization.

TAXATION OF LEVEL MONTHLY VARIABLE ANNUITY PAYMENTS.  You may have an option to
elect a variable income payment stream consisting of level monthly payments
that are recalculated annually. Although we will report your levelized payments
to the IRS in the year distributed, it is possible the IRS could determine that
receipt of the first monthly payout of each annual amount is constructive
receipt of the entire annual amount. If the IRS were to take this position, the
taxable amount of your levelized payments would be accelerated to the time of
the first monthly payout and reported in the tax year in which the first
monthly payout is received.

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;

                               68     PROSPECTUS


.   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.

Prior to a recent Supreme Court decision, and consistent with Section 3 of the
federal Defense of Marriage Act ("DOMA"), same sex marriages under state law
were not recognized as same sex marriages for purposes of federal law. However,
in United States v. Windsor, the U.S. Supreme Court struck down Section 3 of
DOMA as unconstitutional, thereby recognizing for federal law purposes a valid
same sex marriage. The Windsor decision means that the favorable tax benefits
afforded by the federal tax law to an opposite sex spouse under the Internal
Revenue Code (IRC) are now available to a same sex spouse.

On August 29, 2013, the Internal Revenue Service ("IRS") issued guidance on its
position regarding same sex marriages for federal tax purposes. If a couple is
married in a jurisdiction (including a foreign country) that recognizes same
sex marriages, that marriage will be recognized for all federal tax purposes
regardless of the law in the jurisdiction where they reside. However, the IRS
did not recognize civil unions and registered domestic partnerships as
marriages for federal tax purposes. Currently, if a state does not recognize a
civil union or a registered domestic partnership as a marriage, it is not a
marriage for federal tax purposes.

There are several unanswered questions regarding the scope and impact of the
Windsor case both as to the application of federal and state tax law. Absent
further guidance from a state to the contrary, we will tax report and withhold
at the state level consistent with the characterization of a given transaction
under federal tax law (for example, a tax free rollover).

Please consult with your tax or legal advisor before electing the Spousal
Benefit for a same sex spouse or civil union partner.

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
    total withdrawal, or

.   if distributed under an Income Plan, the amounts are taxed in the same
    manner as annuity payments.

MEDICARE TAX ON NET INVESTMENT INCOME.  The Patient Protection and Affordable
Care Act, also known as the 2010 Health Care Act, included a new Medicare tax
on investment income. This new tax, which is effective in 2013, assesses a 3.8%
surtax on the lesser of (1) net investment income or (2) the excess of
"modified adjusted gross income" over a threshold amount. The "threshold
amount" is $250,000 for married taxpayers filing jointly, $125,000 for married
taxpayers filing separately, $200,000 for single taxpayers, and approximately
$12,000 for trusts. The taxable portion of payments received as a withdrawal,
surrender, annuity payment, death benefit payment or any other actual or deemed
distribution under the contract will be considered investment income for
purposes of this surtax.

PENALTY TAX ON PREMATURE DISTRIBUTIONS.  A 10% penalty tax applies to the
taxable amount of any 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 (as defined by the Code) 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

                               69     PROSPECTUS


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 rulings that permit partial exchanges of
annuity contracts. Effective for exchanges on or after October 24, 2011, where
there is a surrender or distribution from either the initial annuity contract
or receiving annuity contract within 180 days of the date on which the partial
exchange was completed, the IRS will apply general tax rules to determine the
substance and treatment of the original transfer.

If a partial exchange is retroactively negated, the amount originally
transferred to the recipient contract is treated as a withdrawal from the
source contract, taxable to the extent of any gain in that contract on the date
of the exchange. An additional 10% tax penalty may also apply if the Contract
Owner is under age 59 1/2. Your Contract may not permit partial exchanges.

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 or no U.S. taxpayer identification number is provided 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, Code Section 1441 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. We
require an original IRS Form W-8BEN at issue to certify the owners' foreign
status. 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 fully 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.

TAX QUALIFIED CONTRACTS
The income on tax sheltered annuity (TSA) and IRA investments is tax deferred,
and the income from 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 an annuity as a TSA or IRA. Tax
Qualified Contracts are contracts purchased as or in connection with:

.   Individual Retirement Annuities (IRAs) under Code Section 408(b);

.   Roth IRAs under Code Section 408A;

.   Simplified Employee Pension (SEP IRA) under Code Section 408(k);

.   Savings Incentive Match Plans for Employees (SIMPLE IRA) under Code
    Section 408(p);

.   Tax Sheltered Annuities under Code Section 403(b);

.   Corporate and Self Employed Pension and Profit Sharing Plans under Code
    Section 401; and

.   State and Local Government and Tax-Exempt Organization Deferred
    Compensation Plans under Code Section 457.

Lincoln Benefit reserves the right to limit the availability of the Contract
for use with any of the retirement plans

                               70     PROSPECTUS


listed above or to modify the Contract to conform with tax requirements. If you
use the Contract within an employer sponsored qualified retirement plan, the
plan may impose different or additional conditions or limitations on
withdrawals, waiver of 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.

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 qualified retirement plan.

Please refer to your Endorsement for IRAs or 403(b) plans, if applicable, for
additional information on your death settlement options. In the case of certain
Qualified Plans, the terms of the Qualified Plan Endorsement and 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 generally 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.

REQUIRED MINIMUM DISTRIBUTIONS.  Generally, Tax Qualified Contracts (excluding
Roth IRAs) 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. Effective December 31, 2005, the
IRS requires annuity contracts to include the actuarial present value of other
benefits for purposes of calculating the required minimum distribution amount.
These other benefits may include accumulation, income, or death benefits. 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 TSA or employer sponsored qualified retirement 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 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,

                               71     PROSPECTUS


.   made in substantially equal periodic payments (as defined by the Code) 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 (does not apply to 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)

.   made for a first time home purchase (up to a $10,000 lifetime limit and
    applies only for IRAs), and

.   from an IRA or attributable to elective deferrals under a 401(k) plan,
    403(b) annuity, or certain similar arrangements made to individuals who
    (because of their being members of a reserve component) are ordered or
    called to active duty after Sept. 11, 2001, for a period of more than 179
    days or for an indefinite period; and made during the period beginning on
    the date of the order or call to duty and ending at the close of the active
    duty period.

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 or if no U.S.
taxpayer identification number is provided, 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 Tax Qualified Contracts, 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.

With respect to any Contract held under a Section 457 plan or by the trustee of
a Section 401 Pension or Profit Sharing Plan, we will not issue payments
directly to a plan participant or beneficiary. Consequently, the obligation to
comply with the withholding requirements described above will be the
responsibility of the plan.

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, Code Section 1441 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. We
require an original IRS Form W-8BEN at issue to certify the owners' foreign
status. 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 fully completed
Form W-8BEN. A U.S. taxpayer identification number is a social security number
or an

                               72     PROSPECTUS


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.

CHARITABLE IRA DISTRIBUTIONS.  Prior law provided a charitable giving incentive
permitting tax-free IRA distributions for charitable purposes. As of the
beginning of 2014, this provision has expired and has not been extended. It is
possible that Congress will extend this provision retroactively to include some
or all of 2014.

For distributions in tax years beginning after 2005 and before 2014, these
rules provided an exclusion from gross income, up to $100,000 for otherwise
taxable IRA distributions from a traditional or Roth IRA that are qualified
charitable distributions. To constitute a qualified charitable distribution,
the distribution must be made (1) directly by the IRA trustee to certain
qualified charitable organizations and (2) on or after the date the IRA owner
attains age 70 1/2. Distributions that are excluded from income under this
provision are not taken into account in determining the individual's
deductions, if any, for charitable contributions.

The IRS has indicated that an IRA trustee is not responsible for determining
whether a distribution to a charity is one that satisfies the requirements of
the charitable giving incentive. Per IRS instructions, we report these
distributions as normal IRA distributions on Form 1099-R. Individuals are
responsible for reflecting the distributions as charitable IRA distributions on
their personal tax returns.

INDIVIDUAL RETIREMENT ANNUITIES.  Code Section 408(b) 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 retirement plans may be "rolled over" on a tax-deferred basis into an
Individual Retirement Annuity.

ROTH INDIVIDUAL RETIREMENT ANNUITIES.  Code Section 408A 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.

A traditional Individual Retirement Account or Annuity may be converted or
"rolled over" to a Roth Individual Retirement Annuity. For distributions after
2007, the Pension Protection Act of 2006 allows distributions from qualified
retirement plans including tax sheltered annuities and governmental Section 457
plans to be rolled over directly into a Roth IRA, subject to the usual rules
that apply to conversions from a traditional IRA into a Roth IRA. The income
portion of a conversion or rollover distribution is taxable currently, but is
exempted from the 10% penalty tax on premature distributions. Prior to January
1, 2010, income and filing status limitations applied to rollovers from
non-Roth accounts to a Roth IRA. Effective January 1, 2005, the IRS requires
conversions of annuity contracts to include the actuarial present value of
other benefits for purposes of valuing the taxable amount of the conversion.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL
IRAS).  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.

If you have a contract issued as an IRA under Code Section 408(b) and request
to change the ownership to an IRA custodian permitted under Section 408, we
will treat a request to change ownership from an individual to a custodian as
an indirect rollover. We will send a Form 1099R to report the distribution and
the custodian should issue a Form 5498 for the contract value contribution.

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 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 (SEP IRA).  Code Section 408(k) allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. These employers may, within specified
limits, make deductible

                               73     PROSPECTUS


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).  Code Section 408(p)
allows 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. SIMPLE IRA plans must include the provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2007 (EGTRRA) to avoid
adverse tax consequences. If your current SIMPLE IRA plan uses IRS Model Form
5304-SIMPLE with a revision date of March 2012 or later, then your plan is up
to date. If your plan has a revision date prior to March 2012, please consult
with your tax or legal advisor to determine the action you need to take in
order to comply with this requirement.

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.  Code Section 403(b) 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 funds in 403(b) contracts that are subject to the
Employee Retirement Income Security Act of 1974 (ERISA).

CAUTION: Under IRS regulations we can accept contributions, transfers and
rollovers only if we have entered into an information-sharing agreement, or its
functional equivalent, with the applicable employer or its plan administrator.
Unless your contract is grandfathered from certain provisions in these
regulations, we will only process certain transactions (e.g, transfers,
withdrawals, hardship distributions and, if applicable, loans) with employer
approval. This means that if you request one of these transactions we will not
consider your request to be in good order, and will not therefore process the
transaction, until we receive the employer's approval in written or electronic
form.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS.

Section 401(a) of the Code permits corporate employers to establish various
types of tax favored retirement plans for employees. Self-employed individuals
may establish tax favored retirement plans for themselves and their employees
(commonly referred to as "H.R.10" or "Keogh"). Such retirement plans may permit
the purchase of annuity contracts. Lincoln Benefit no longer issues annuity
contracts to employer sponsored qualified retirement plans.

There are two owner types for contracts intended to qualify under
Section 401(a): a qualified plan fiduciary or an annuitant owner.

.   A qualified plan fiduciary exists when a qualified plan trust that is
    intended to qualify under Section 401(a) of the Code is the owner. The
    qualified plan trust must have its own tax identification number and a
    named trustee acting as a fiduciary on behalf of the plan. The annuitant
    should be the person for whose benefit the contract was purchased.

.   An annuitant owner exists when the tax identification number of the owner
    and annuitant are the same, or the annuity contract is not owned by a
    qualified plan trust. The annuitant should be the person for whose benefit
    the contract was purchased.

If a qualified plan fiduciary is the owner of the contract, the qualified plan
must be the beneficiary so that death benefits from the annuity are distributed
in accordance with the terms of the qualified plan. Annuitant owned contracts
require that the beneficiary be the annuitant's spouse (if applicable), which
is consistent with the required IRS language for qualified plans under
Section 401(a). A completed Annuitant Owned Qualified Plan Designation of
Beneficiary form is required in order to change the beneficiary of an annuitant
owned Qualified Plan contract.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED COMPENSATION
PLANS.  Section 457 of the Code permits employees of state and local
governments and tax-exempt organizations to defer a portion of their
compensation without paying current taxes. The employees must be participants
in an eligible deferred compensation plan. In eligible governmental plans, all
assets and income must be held in a trust/custodial account/annuity contract
for the exclusive benefit of the participants and their beneficiaries. To the
extent the Contracts are used in connection with a non-governmental eligible
plan, employees are considered general creditors of the employer and the
employer as owner of the Contract has the sole right to the proceeds of the
Contract. Under eligible 457 plans, contributions made for the benefit of the
employees will not be includible in the employees' gross income until
distributed from the plan. Lincoln Benefit no longer issues annuity contracts
to 457 plans.

                               74     PROSPECTUS


APPENDIX A
CONTRACT COMPARISON CHART
--------------------------------------------------------------------------------

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

Feature                                               Classic                          Plus                   Elite
----------------------------------------------------------------------------------------------------------------------------
                                                                              up to 5% depending on
                                                                              issue age and amount of
Credit Enhancement                                     None                   purchase payments               None
----------------------------------------------------------------------------------------------------------------------------
Mortality and Expense
Risk Charge
(Base Contract)                                        1.25%                           1.45%                  1.60%
----------------------------------------------------------------------------------------------------------------------------
Withdrawal Charge                                                               8.5/ 8.5/ 8.5/ 7.5/
(% of purchase payment)                         7/ 7/ 6/ 5/ 4/ 3/ 2               6.5/ 5.5/ 4/2.5            7/ 6/ 5
----------------------------------------------------------------------------------------------------------------------------
Withdrawal Charge                      Confinement, Terminal Illness,         Confinement, Terminal   Confinement, Terminal
Waivers                                Unemployment                           Illness, Unemployment   Illness, Unemployment
------------------------------------------------------------------------------------

Feature                                               Classic                 Select
------------------------------------------------------------------------------------


Credit Enhancement                                     None                   None
------------------------------------------------------------------------------------
Mortality and Expense
Risk Charge
(Base Contract)                                        1.25%                  1.70%
------------------------------------------------------------------------------------
Withdrawal Charge
(% of purchase payment)                         7/ 7/ 6/ 5/ 4/ 3/ 2           None
------------------------------------------------------------------------------------
Withdrawal Charge                      Confinement, Terminal Illness,
Waivers                                Unemployment                            N/A

The Fixed Account Options available depend on the type of Contract you have
purchased and the state in which your Contract was issued. The following tables
summarize the availability of the Fixed Account Options in general. Please
check with your representative for specific details for your state.

                          DCA Fixed Account Option*
              ---------------------------------------------------
                                Classic    Plus    Elite   Select
              ---------------------------------------------------
                                6-month  6-month  6-month   N/A
              Transfer Periods  ---------------------------------
                                12-month 12-month 12-month  N/A

                 Standard Fixed Account Option (not available in all states)**
-----------------------------------------------------------------------------------------------
                                                      Classic                 Plus Elite Select
-----------------------------------------------------------------------------------------------
                                                      1-year                  N/A   N/A   N/A
                                       --------------------------------------------------------
                                                        N/A                   N/A   N/A   N/A
Guarantee Periods                      --------------------------------------------------------
                                                        N/A                   N/A   N/A   N/A
                                       --------------------------------------------------------
                                                        N/A                   N/A   N/A   N/A

                      MVA Fixed Account Option (not available in all states)***
-----------------------------------------------------------------------------------------------------
                                                      Classic                  Plus    Elite  Select
-----------------------------------------------------------------------------------------------------
                                                      1-year                  1-year  1-year  1-year
                                       --------------------------------------------------------------
                                                      3-year                  3-year  3-year  3-year
                                       --------------------------------------------------------------
Guarantee Periods                                     5-year                  5-year  5-year  5-year
                                       --------------------------------------------------------------
                                                      7-year                  7-year  7-year  7-year
                                       --------------------------------------------------------------
                                                      10-year                 10-year 10-year 10-year

* At the time you allocate a purchase payment to the DCA Fixed Account Option,
if you do not specify the term length over which the transfers are to take
place, the default transfer period will be 6 months for the 6-month option and
12 months for the 12 month option.

** May be available only in states where the MVA Fixed Account Option is not
offered.

*** Not available in states where the Standard Fixed Account Options are
offered.

                               77     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 term length of the
        Guarantee Period for the week preceding the establishment of the Market
        Value Adjusted Fixed Guarantee Period Account;

J   =   the Treasury Rate for a maturity equal to the term length of the Market
        Value Adjusted Fixed Guarantee Period Account for the week preceding
        the date amounts are transferred or withdrawn from the Market Value
        Adjusted Fixed 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 Market Value Adjustment
        Date to the expiration of the term length of the Market Value Adjusted
        Fixed Guarantee Period Account.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported
in Federal Reserve Board Statistical Release H.15. If such yields cease to be
available in Federal Reserve Board Statistical Release H.15, then we will use
an alternate source for such information in our discretion.

The Market Value Adjustment factor is determined from the following formula:

                           .9 X [I-(J + .0025)] X N

The denominator of the MVA formula includes a factor, currently equal to 0.0025
or 25 basis points. The factor is an adjustment that is applied when an MVA is
assessed (regardless of whether the MVA is positive or negative) and, relative
to when no factor is applied, will reduce the amount being surrendered or
transferred from the MVA Fixed Guarantee Period Account.

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn, paid as Death Proceeds,
or applied to an Income Plan from a Market Value Adjusted Fixed Guarantee
Period Account at any time other than during the 30 day period after such
Guarantee Period Account expires. NOTE: These examples assume that premium
taxes are not applicable.

                     EXAMPLES OF MARKET VALUE ADJUSTMENT
     Purchase Payment:  $10,000 allocated to a Market Value Adjusted
                        Fixed Guarantee Period Account
     Guarantee Period:  5 years
     Interest Rate:     4.50%
     Full Withdrawal:   End of Contract Year 3
     Contract:          Consultant Solutions Classic*

              EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)
Step 1: Calculate Contract Value at    =   $10,000.00 X (1.045)/3/ =
 End of Contract Year 3:                   $11,411.66
Step 2: Calculate the Free Withdrawal  =   .15 X $10,000 = $1,500
 Amount:
Step 3: Calculate the Withdrawal       =   .06 X ($10,000 - $1,500) = $510
 Charge:
Step 4: Calculate the Market Value     I   =   4.50%
 Adjustment:
                                       J   =   4.20%
                                               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  =   $11,411.66 - $510 + $10.27 =
    by Contract owner as a result of       $10,911.93
     full withdrawal at the end of
    Contract Year 3:

                               78     PROSPECTUS


APPENDIX C
EXAMPLE OF CALCULATION OF INCOME PROTECTION BENEFIT
--------------------------------------------------------------------------------

Appendix C illustrates how we calculate the amount guaranteed under the Income
Protection Benefit Option. Please remember that you are looking at an example
only. Please also remember that the Income Protection Benefit Option may only
be added to Income Plans 1 and/or 2, and only to those Income Plans for which
you have selected variable income payments.

To illustrate the calculation of the amount guaranteed under the Income
Protection Benefit Option, we assume the following:

       Adjusted age of Annuitant on the Payout Start Date:   65
       -----------------------------------------------------------------
       Sex of Annuitant:                                     male
       -----------------------------------------------------------------
       Income Plan selected:                                 1
       -----------------------------------------------------------------
       Payment frequency:                                    monthly
       -----------------------------------------------------------------
       Amount applied to variable income payments under the
       Income Plan:                                          $100,000.00
       -----------------------------------------------------------------

The example assumes that the withdrawal charge period has expired for all
purchase payments. In accordance with the terms of the Contract, the following
additional assumptions apply:

Assumed investment rate:                     3%
--------------------------------------------------------------------------------------------
Guaranteed minimum variable income payment:  85% of the initial variable amount income value
--------------------------------------------------------------------------------------------

STEP 1 - CALCULATION OF THE INITIAL VARIABLE AMOUNT INCOME VALUE:

Using the assumptions stated above, the initial monthly income payment is $5.49
per $1,000 applied to variable income payments under Income Plan 1. Therefore,
the initial variable amount income value = $100,000 X $5.49/1000 = $549.00.

STEP 2 - CALCULATION OF THE AMOUNT GUARANTEED UNDER THE INCOME PROTECTION
BENEFIT OPTION:

guaranteed minimum variable income payment = 85% X initial variable amount
income value = 85% X $549.00 = $466.65.

STEP 3 - ILLUSTRATION OF THE EFFECT OF THE MINIMUM PAYMENT GUARANTEE UNDER THE
INCOME PROTECTION BENEFIT OPTION:

If in any month your variable income payments would fall below the amount
guaranteed under the Income Protection Benefit Option, your payment for that
month will equal the guaranteed minimum variable income payment. For example,
you would receive $466.65 even if the amount of your monthly income payment
would have been less than that as a result of declining investment experience.
On the other hand, if your monthly income payment is greater than the minimum
guaranteed $466.65, you would receive the greater amount.

                               80     PROSPECTUS


APPENDIX D
WITHDRAWAL ADJUSTMENT EXAMPLE - DEATH BENEFITS*
--------------------------------------------------------------------------------

Issue Date: January 1, 2005

Initial Purchase Payment: $50,000 (For CONSULTANT SOLUTIONS PLUS CONTRACTS,
assume a $2,000 Credit Enhancement would apply assuming issue age 85 or younger
(a $1,000 Credit Enhancement would apply assuming issue age 86-90)).

                                                                                Death Benefit Amount
                                                                  ------------------------------------------------
                                                                                                      Annual
                                                                      ROP Value                  Increase Value**
                                                                  -----------------              -----------------
                                                                  Classic,                       Classic,
                             Beginning                 Contract     Elite             Maximum      Elite
              Type of         Contract  Transaction  Value After     And            Anniversary     And
 Date        Occurrence        Value       Amount     Occurrence   Select    Plus      Value      Select    Plus
------------------------------------------------------------------------------------------------------------------
1/1/06  Contract Anniversary $   55,000            _ $     55,000 $  50,000 $52,000 $     55,000 $  52,500 $54,600
------------------------------------------------------------------------------------------------------------------
7/1/06   Partial Withdrawal  $   60,000 $     15,000 $     45,000 $  37,500 $39,000 $     41,250 $  40,339 $41,953
------------------------------------------------------------------------------------------------------------------

The following shows how we compute the adjusted death benefits in the example
above. Please note that the withdrawal reduces the Purchase Payment Value, the
Maximum Anniversary Value, and the Enhanced Beneficiary Value by the same
proportion as the withdrawal reduces the Contract Value.

                                                                                                        Classic, Elite and Select
----------------------------------------------------------------------------------------------------------------------------------
ROP DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                     (a)                $15,000
----------------------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                        (b)                $60,000
----------------------------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                         (c)                $50,000
----------------------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    [(a)/(b)]*(c)           $12,500
----------------------------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                                           $37,500
----------------------------------------------------------------------------------------------------------------------------------

MAV DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                     (a)                $15,000
----------------------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                        (b)                $60,000
----------------------------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                         (c)                $55,000
----------------------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    [(a)/(b)]*(c)           $13,750
----------------------------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                                           $41,250
----------------------------------------------------------------------------------------------------------------------------------

ANNUAL INCREASE DEATH BENEFIT**
----------------------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                     (a)                $15,000
----------------------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                        (b)                $60,000
----------------------------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal (assumes 181 days
worth of interest on $52,500 and $54,600, respectively)                                       (c)                $53,786
----------------------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    [(a)/(b)]*(c)           $13,446
----------------------------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                                           $40,339
----------------------------------------------------------------------------------------------------------------------------------
                                                                                          Plus
------------------------------------------------------------------------------------------------
ROP DEATH BENEFIT
------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                $15,000
------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                   $60,000
------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                    $52,000
------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    $13,000
------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                   $39,000
------------------------------------------------------------------------------------------------

MAV DEATH BENEFIT
------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                $15,000
------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                   $60,000
------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal                    $55,000
------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    $13,750
------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                   $41,250
------------------------------------------------------------------------------------------------

ANNUAL INCREASE DEATH BENEFIT**
------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                $15,000
------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                                   $60,000
------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal (assumes 181 days
worth of interest on $52,500 and $54,600, respectively)                                  $55,937
------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                                    $13,984
------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                   $41,953
------------------------------------------------------------------------------------------------

* For purpose of illustrating the withdrawal adjustment calculation, the
  example assumes the same hypothetical Contract Values and Maximum Anniversary
  Value for all Contracts, net of applicable fees and charges. Actual death
  benefit amounts will differ due to the different fees and charges under each
  Contract and the Credit Enhancement available under the CONSULTANT SOLUTIONS
  PLUS CONTRACT. Please remember that you are looking at an example and that
  your investment performance may be greater or lower than the figures shown.

**Calculations for the Annual Increase Death Benefit assume that interest
  accumulates on a daily basis at a rate equivalent to 5% per year. There may
  be certain states in which the Benefit provides for interest that accumulates
  at a rate of 3% per year. If calculations assumed an interest rate of 3% per
  year, the adjusted death benefit would be lower.

                               81     PROSPECTUS


APPENDIX E
CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT*
--------------------------------------------------------------------------------

The following are examples of the Enhanced Earnings Death Benefit Option. For
illustrative purposes, the examples assume Earnings in each case. Please
remember that you are looking at examples and that your investment performance
may be greater or lower than the figures shown.

EXAMPLE 1: ELECTED WHEN CONTRACT WAS ISSUED WITHOUT ANY SUBSEQUENT ADDITIONS OR
WITHDRAWALS

In this example, assume that the oldest Contract Owner is age 55 on the Rider
Application Date and elects the Enhanced Earnings Death Benefit Option 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 a Complete Request for Settlement, 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 prior to death  =   $0
 In-Force Premium                                   =   $100,000
                                                        ($100,000 + $0 - $0)
 In-Force Earnings                                  =   $25,000
                                                        ($125,000 - $100,000)
 ENHANCED EARNINGS DEATH BENEFIT**                  =   40%*$25,000 = $10,000

Since In-Force Earnings are 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.

* For purposes of illustrating the calculation of Enhanced Earnings Death
  Benefit Option, the example assumes the same hypothetical Contract Values for
  all Contracts, net of applicable fees and charges. Actual death benefit
  amounts will differ due to the different fees and charges under each Contract
  and the Credit Enhancement available under the CONSULTANT SOLUTIONS PLUS
  CONTRACT.

**If the oldest Contract Owner or Co-Annuitant had been over age 70, and both
  were age 79 or younger on the Rider Application Date, the Enhanced Earnings
  Death Benefit would be 25% of the In-Force Earnings ($6,250.00).

EXAMPLE 2: ELECTED WHEN CONTRACT WAS ISSUED WITH SUBSEQUENT WITHDRAWALS

In this 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.
Immediately prior to the withdrawal, 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 a
Complete Request for Settlement will be assumed to be $114,000.

Excess of Earnings Withdrawals                     =   $5,000
                                                       ($10,000 - $5,000)
Purchase Payments in the 12 months prior to death  =   $0
In-Force Premium                                   =   $95,000
                                                       ($100,000 + $0 - $5,000)
In-Force Earnings                                  =   $19,000
                                                       ($114,000 - $95,000)
ENHANCED EARNINGS DEATH BENEFIT**                  =   40%*$19,000 = $7,600

Since In-Force Earnings are 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.

* For purposes of illustrating the calculation of Enhanced Earnings Death
  Benefit Option, the example assumes the same hypothetical Contract Values for
  all Contracts, net of applicable fees and charges. Actual death benefit
  amounts will differ due to the different fees and charges under each Contract
  and the Credit Enhancement available under the CONSULTANT SOLUTIONS PLUS
  CONTRACT.

**If the oldest Contract Owner or Co-Annuitant had been over age 70, and both
  were age 79 or younger on the Rider Application Date, the Enhanced Earnings
  Death Benefit would be 25% of the In-Force Earnings ($4,750.00).

EXAMPLE 3: ELECTED AFTER CONTRACT WAS ISSUED WITH SUBSEQUENT ADDITIONS AND
WITHDRAWALS

This example is intended to illustrate the effect of adding the Enhanced
Earnings Death Benefit Option after the Contract has been issued and the effect
of later purchase payments. In this example, assume there is no Co-Annuitant
and that the oldest Contract Owner is age 72 on the Rider Application 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 Option. On the date this Rider is added, the Contract
Value is $110,000. Two years

                               82     PROSPECTUS


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. Immediately
after the additional purchase payment, the Contract Value is $130,000. Two
years later, the Contract Owner dies with a Contract Value of $140,000 on the
date Lincoln Benefit receives a Complete Request for Settlement.

Excess of Earnings Withdrawals                     =   $30,000
                                                       ($50,000 - $20,000)
Purchase Payments in the 12 months 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**                  =   25%*$20,000 = $5,000

In this example, In-Force Premium is equal to the Contract Value on Rider
Application Date plus the additional purchase payment and minus the
Excess-of-Earnings Withdrawal.

Since In-Force Earnings are less than 50% 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.

* For purposes of illustrating the calculation of Enhanced Earnings Death
  Benefit Option, the example assumes the same hypothetical Contract Values for
  all Contracts, net of applicable fees and charges. Actual death benefit
  amounts will differ due to the different fees and charges under each Contract
  and the Credit Enhancement available under the CONSULTANT SOLUTIONS PLUS
  CONTRACT.

**If the oldest Contract Owner had been age 70 or younger on the Rider
  Application Date, the Enhanced Earnings Death Benefit would be 40% of the
  In-Force Earnings ($8,000.00).

EXAMPLE 4: SPOUSAL CONTINUATION:

This example is intended to illustrate the effect of a surviving spouse
electing to continue the Contract upon the death of the Contract Owner on a
Contract with the Enhanced Earnings Death Benefit Option and MAV Death Benefit
Option. In this example, assume that there is no Co-Annuitant and that the
oldest Contract Owner is age 60 at the time the Contract is purchased (with the
Enhanced Earnings Death Benefit Option but without any other option) with a
$100,000 purchase payment. Five years later the Contract Owner dies and the
surviving spouse elects to continue the Contract. The Contract Value and
Maximum Anniversary Value at this time are $150,000 and $160,000, respectively.

 Excess of Earnings Withdrawals                     =   $0
 Purchase Payments in the 12 months prior to death  =   $0
 In-Force Premium                                   =   $100,000
                                                        ($100,000 + $0 - $0)
 In-Force Earnings                                  =   $50,000
                                                        ($150,000 - $100,000)
 ENHANCED EARNINGS DEATH BENEFIT**                  =   40%*$50,000 = $20,000
 Contract Value                                     =   $150,000
 Death Benefit                                      =   $160,000
 Enhanced Earnings Death Benefit                    =   $20,000
 Continuing Contract Value                          =   $180,000
                                                        ($160,000 + $20,000)

Since In-Force Earnings are 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.

Assume the surviving spouse is age 72 when the Contract is continued. At this
time, the surviving spouse has the option to continue the Enhanced Earnings
Death Benefit Option at an additional mortality and expense risk charge of
0.40% and with an In-Force Premium amount equal to the Contract Value and the
Rider Date reset to the date the Contract is continued. If this selection is
made, the Enhanced Earnings Death Benefit will be equal to the lesser of 25% of
the In-Force Earnings and 50% of In-Force Premium. Otherwise, the surviving
spouse may elect to terminate the Enhanced Earnings Death Benefit Option at the
time of continuation.

* For purposes of illustrating the calculation of Enhanced Earnings Death
  Benefit Option, the example assumes the same hypothetical Contract Values and
  Maximum Anniversary Values for all Contracts, net of applicable fees and
  charges. Actual death benefit amounts will differ due to the different fees
  and charges under each Contract and the Credit Enhancement available under
  the CONSULTANT SOLUTIONS PLUS CONTRACT.

**If the oldest Contract Owner had been over age 70 , and both were age 79 or
  younger on the Rider Application Date, the Enhanced Earnings Death Benefit
  would be 25% of the In-Force Earnings ($12,500.00).

                               83     PROSPECTUS


APPENDIX F
WITHDRAWAL ADJUSTMENT EXAMPLE - ACCUMULATION BENEFIT*
--------------------------------------------------------------------------------

Rider Date: January 1, 2007

Initial Purchase Payment: $50,000 (For CONSULTANT SOLUTIONS PLUS CONTRACTS,
assume a $2,000 Credit Enhancement would apply assuming issue age 85 or younger
(a $1,000 Credit Enhancement would apply assuming issue age 86-90))

Initial Benefit Base: $50,000 for CONSULTANT SOLUTIONS CLASSIC, ELITE AND
SELECT CONTRACTS, $52,000 for CONSULTANT SOLUTIONS PLUS CONTRACTS (assuming
issue age 85 or younger)

                                                                                    Benefit Base
                                                                               -----------------------
                                   Beginning    Transaction   Contract Value   Classic, Elite
  Date     Type of Occurrence   Contract Value     Amount    After Occurrence    and Select     Plus
------------------------------------------------------------------------------------------------------
1/1/2008  Contract Anniversary  $        55,000            _ $          55,000 $        50,000 $52,000
------------------------------------------------------------------------------------------------------
7/1/2008   Partial Withdrawal   $        60,000 $     15,000 $          45,000 $        37,500 $39,000
------------------------------------------------------------------------------------------------------

The following shows how we compute the adjusted Benefit Bases in the example
above. Please note the withdrawal reduces the Benefit Base by the same
proportion as the withdrawal reduces the Contract Value.

                                                                              Classic, Elite and Select  Plus
---------------------------------------------------------------------------------------------------------------
BENEFIT BASE
---------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                           (a)                $15,000          $15,000
---------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal              (b)                $60,000          $60,000
---------------------------------------------------------------------------------------------------------------
Value of Benefit Base Immediately Prior to Partial Withdrawal       (c)                $50,000          $52,000
---------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                          [(a)/(b)]*(c)           $12,500          $13,000
---------------------------------------------------------------------------------------------------------------
Adjusted Benefit Base                                                                  $37,500          $39,000
---------------------------------------------------------------------------------------------------------------

* For the purpose of illustrating the withdrawal adjustment calculation, the
  example assumes the same hypothetical Contract Values, net of applicable fees
  and charges. Actual Contract Values will differ due to the different fees and
  charges under each Contract and the Credit Enhancement available under
  CONSULTANT SOLUTIONS PLUS CONTRACTS. Please remember that you are looking at
  an example and that your investment performance may be greater or lower than
  the figures shown.

                               84     PROSPECTUS


APPENDIX G - SUREINCOME WITHDRAWAL BENEFIT OPTION CALCULATION EXAMPLES
--------------------------------------------------------------------------------

Example 1: Assume you purchase a Consultant Solutions contract with a $100,000
initial purchase payment and add the SureIncome Option at issue.

Your Benefit Base is $100,000, which is your initial purchase payment of
$100,000.

Your Benefit Payment is $8,000, which is 8% of your initial purchase payment.

Your Benefit Payment Remaining for this Benefit Year is $8,000, which is equal
to your Benefit Payment at the beginning of this Benefit Year.

Example 2: Assume Example 1 is continued and an additional purchase payment of
$40,000 is made in the first Benefit Year.

The Benefit Base is increased to $140,000, which is your prior Benefit Base
($100,000) plus your additional purchase payment ($40,000).

The Benefit Payment is increased to $11,200, which is your prior Benefit
Payment ($8,000) plus 8% of your additional purchase payment ($40,000).

The Benefit Payment Remaining is increased to $11,200, which is your Benefit
Payment Remaining prior to your additional purchase payment ($8,000) plus 8% of
your additional purchase payment ($40,000).

Example 3: Assume Example 1 is continued and a withdrawal of $8,000 is made
during the first Benefit Year.

The Benefit Base is reduced to $92,000, which is your prior Benefit Base
($100,000) less your withdrawal ($8,000).

The Benefit Payment is unchanged and remains $8,000.

The Benefit Payment Remaining in the first Benefit Year is $0, which is your
Benefit Payment Remaining prior to your withdrawal ($8,000) less your
withdrawal ($8,000).

Example 4: Assume example 1 is continued and a withdrawal of $25,000 is made
during the first Benefit Year. Assume the Contract Value prior to the
withdrawal was $130,000. Because the $25,000 withdrawal is larger than the
Benefit Payment Remaining, the Benefit Base and Benefit Payment will be
recalculated according to applicable formulas.

The Benefit Base is reduced to $75,000, determined by the following
calculation: the lesser of ($130,000 - $25,000) and ($100,000 - $25,000) =
$75,000.

The Benefit Payment remains $8,000, determined by the following calculation:
the lesser of ($8,000) and (8% x ($130,000 - $25,000)) = $8,000.

There is no Benefit Payment Remaining because the withdrawal has reduced it to
$0.

Example 5: Assume example 3 is continued and an additional withdrawal of $5,000
is taken in the same year (the first Benefit Year). Assume the Contract Value
prior to the additional withdrawal was $60,000. Because the $5,000 withdrawal
is larger than the Benefit Payment Remaining ($0), the Benefit Base and Benefit
Payment will be recalculated according to applicable formulas.

The Benefit Base is reduced to $55,000, determined by the following
calculation: the lesser of ($60,000 - $5,000) and ($92,000 - $5,000) = $55,000.

The Benefit Payment is reduced to $4,400, determined by the following formula:
the lesser of ($8,000) and ((8% x ($60,000 - $5,000)) = $4,400.

The Benefit Payment Remaining is unchanged at $0.

Example 6: Assume example 5 is continued and an additional Purchase Payment of
$40,000 is made in the same year (the first Benefit Year).

The Benefit Base is increased to $95,000, which is your prior Benefit Base
($55,000) plus your additional purchase payment ($40,000).

The Benefit Payment is increased to $7,600, which is your prior Benefit Payment
($4,400) plus 8% of your additional purchase payment ($40,000).

                               85     PROSPECTUS


APPENDIX H - ACCUMULATION UNIT VALUES
--------------------------------------------------------------------------------

Appendix H presents the Accumulation Unit Values and number of Accumulation
Units outstanding for each Variable Sub-Account since the Variable Sub-Accounts
were first offered under the Contracts. This Appendix includes Accumulation
Unit Values representing the highest and lowest available combinations of
Contract charges that affect Accumulation Unit Values for each Contract. The
Statement of Additional Information, which is available upon request without
charge, contains the Accumulation Unit Values for all other available
combinations of Contract charges that affect Accumulation Unit values for each
Contract. Please contract us at 800-457-7617 to obtain a copy of the Statement
of Additional Information.

The LBL Consultant Solutions Classic, Elite, Plus and Select Contracts and all
of the Variable Sub-Accounts shown below were first offered under the Contracts
on February 2, 2004, except for the Premier VIT OpCap Balanced Sub-Account
which was first offered under the Contracts on April 30, 2004; and the Janus
Aspen Perkins Small Company Value Portfolio - Service Shares Sub-Account and
Oppenheimer Small- & Mid-Cap Growth Fund/VA - Service Shares Sub-Account which
were first offered under the Contracts on May 1, 2005; and the Invesco V.I.
Core Equity - Series II Sub-Account which was first offered under the Contracts
on May 1, 2006; and the Legg Mason ClearBridge Variable Fundamental All Cap
Value Portfolio - Class I Shares Sub-Account and Legg Mason ClearBridge
Variable Large Cap Value Portfolio - Class I Shares Sub-Account which were
first offered under the Contracts on April 27, 2007; and the Janus Aspen
Overseas Portfolio - Service Share Sub-Account which was first offered under
the Contracts on April 30, 2008; and the Invesco V.I. Government Securities
Fund - Series II Sub-Account which was first offered under the Contracts on
April 29, 2011; and the Invesco Van Kampen V.I. American Franchise Fund -
Series II Sub-Account which was first offered under the Contracts on April 27,
2012.

   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                       Number of
                                                            Accumulation Accumulation    Units
                                               For the Year  Unit Value   Unit Value  Outstanding
                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                   December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                   2004       $10.000      $10.219       23,051
                                                   2005       $10.219      $11.509       74,712
                                                   2006       $11.509      $13.506      132,966
                                                   2007       $13.506      $17.746      141,537
                                                   2008       $17.746       $9.582      106,723
                                                   2009        $9.582      $14.244      103,782
                                                   2010       $14.244      $15.967       81,615
                                                   2011       $15.967      $15.653       71,835
                                                   2012       $15.653      $18.204       91,871
                                                   2013       $18.204      $24.205       40,645
-------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                   2004       $10.000      $10.103      121,781
                                                   2005       $10.103      $11.134      212,340
                                                   2006       $11.134      $11.523      222,959
                                                   2007       $11.523      $13.598      210,459
                                                   2008       $13.598       $7.204      237,432
                                                   2009        $7.204      $10.465      192,485
                                                   2010       $10.465      $11.656      149,608
                                                   2011       $11.656      $11.411      129,818
                                                   2012       $11.411      $12.313      101,373
                                                   2013       $12.313      $16.346       79,784

                               87     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.628       94,790
                                                                       2005       $10.628      $11.485      210,380
                                                                       2006       $11.485      $12.450      308,342
                                                                       2007       $12.450      $16.122      291,878
                                                                       2008       $16.122       $6.605      291,655
                                                                       2009        $6.605       $9.859      287,119
                                                                       2010        $9.859      $11.562      207,809
                                                                       2011       $11.562      $10.427      178,217
                                                                       2012       $10.427      $11.900      145,851
                                                                       2013       $11.900      $15.895      114,252
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.509       48,073
                                                                       2008        $9.509       $5.949       43,169
                                                                       2009        $5.949       $7.592       39,260
                                                                       2010        $7.592       $8.733       32,930
                                                                       2011        $8.733       $8.081       27,368
                                                                       2012        $8.081       $9.166       26,563
                                                                       2013        $9.166      $11.951       21,828
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.749       96,362
                                                                       2008        $9.749       $6.191       93,685
                                                                       2009        $6.191       $7.604       79,400
                                                                       2010        $7.604       $8.211       60,894
                                                                       2011        $8.211       $8.502       48,053
                                                                       2012        $8.502       $9.771       43,691
                                                                       2013        $9.771      $12.759       23,351
---------------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                       2004       $10.000      $10.217       56,932
                                                                       2005       $10.217      $10.460      111,219
                                                                       2006       $10.460      $11.056      134,814
                                                                       2007       $11.056      $12.561      148,955
                                                                       2008       $12.561       $8.809      146,295
                                                                       2009        $8.809      $11.190      119,875
                                                                       2010       $11.190      $12.580      112,596
                                                                       2011       $12.580      $12.061       77,639
                                                                       2012       $12.061      $13.354       57,021
                                                                       2013       $13.354      $15.194       50,790

                               88     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                               Number of
                                                                    Accumulation Accumulation    Units
                                                       For the Year  Unit Value   Unit Value  Outstanding
                                                          Ending    at Beginning    at End      at End
Sub-Accounts                                           December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                           2004       $10.000      $11.389       105,161
                                                           2005       $11.389      $13.106       523,173
                                                           2006       $13.106      $14.408       891,858
                                                           2007       $14.408      $16.672       862,174
                                                           2008       $16.672       $9.425       782,708
                                                           2009        $9.425      $12.596       702,455
                                                           2010       $12.596      $14.529       608,058
                                                           2011       $14.529      $13.934       502,184
                                                           2012       $13.934      $15.965       366,709
                                                           2013       $15.965      $20.624       282,865
---------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                           2004       $10.000      $10.840       248,175
                                                           2005       $10.840      $11.290       457,976
                                                           2006       $11.290      $13.358       699,045
                                                           2007       $13.358      $13.344       675,449
                                                           2008       $13.344       $7.528       651,012
                                                           2009        $7.528       $9.646       556,829
                                                           2010        $9.646      $10.935       507,555
                                                           2011       $10.935      $10.858       393,828
                                                           2012       $10.858      $12.538       304,289
                                                           2013       $12.538      $15.811       211,218
---------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                           2004       $10.000       $9.809       193,118
                                                           2005        $9.809      $10.209       307,319
                                                           2006       $10.209      $10.734       362,183
                                                           2007       $10.734      $13.411       341,543
                                                           2008       $13.411       $6.971       316,734
                                                           2009        $6.971       $8.800       268,644
                                                           2010        $8.800      $10.752       234,521
                                                           2011       $10.752      $10.604       183,811
                                                           2012       $10.604      $11.967       111,743
                                                           2013       $11.967      $16.056        87,560
---------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                           2004       $10.000      $10.668       306,038
                                                           2005       $10.668      $11.004       812,899
                                                           2006       $11.004      $12.532     1,175,182
                                                           2007       $12.532      $13.002     1,100,162
                                                           2008       $13.002       $8.060     1,084,831
                                                           2009        $8.060      $10.043       981,330
                                                           2010       $10.043      $11.366       794,035
                                                           2011       $11.366      $11.413       670,286
                                                           2012       $11.413      $13.019       525,991
                                                           2013       $13.019      $16.941       379,644

                               89     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.215       172,370
                                                                   2005       $10.215      $10.269       496,639
                                                                   2006       $10.269      $10.549       806,750
                                                                   2007       $10.549      $10.831       811,904
                                                                   2008       $10.831      $10.315       588,837
                                                                   2009       $10.315      $11.750       550,819
                                                                   2010       $11.750      $12.466       526,200
                                                                   2011       $12.466      $13.164       567,827
                                                                   2012       $13.164      $13.713       328,111
                                                                   2013       $13.713      $13.249       239,889
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.965       319,746
                                                                   2005        $9.965      $10.104       913,007
                                                                   2006       $10.104      $10.429     1,383,659
                                                                   2007       $10.429      $10.797     1,358,656
                                                                   2008       $10.797      $10.946     1,573,766
                                                                   2009       $10.946      $10.850     1,408,990
                                                                   2010       $10.850      $10.711     1,056,049
                                                                   2011       $10.711      $10.568       995,591
                                                                   2012       $10.568      $10.426       767,257
                                                                   2013       $10.426      $10.286       618,987
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.931        72,197
                                                                   2005       $10.931      $12.810       311,381
                                                                   2006       $12.810      $14.883       762,307
                                                                   2007       $14.883      $17.185       776,150
                                                                   2008       $17.185       $9.500       781,458
                                                                   2009        $9.500      $11.829       694,356
                                                                   2010       $11.829      $13.167       617,998
                                                                   2011       $13.167      $10.737       562,383
                                                                   2012       $10.737      $12.750       414,825
                                                                   2013       $12.750      $16.372       309,349
-----------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                   2004       $10.000      $10.599        15,602
                                                                   2005       $10.599      $11.890        56,294
                                                                   2006       $11.890      $13.065        91,432
                                                                   2007       $13.065      $15.819        78,479
                                                                   2008       $15.819       $9.249        92,524
                                                                   2009        $9.249      $11.614        80,586
                                                                   2010       $11.614      $12.741        74,184
                                                                   2011       $12.741      $11.745        56,732
                                                                   2012       $11.745      $12.099        44,489
                                                                   2013       $12.099      $14.020        32,853
-----------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE
 FUND--SERIES II
                                                                   2012       $10.000       $9.785        16,939
                                                                   2013        $9.785      $13.494        13,297

                               90     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                2004       $10.000      $10.303       25,665
                                                                2005       $10.303      $11.036       50,990
                                                                2006       $11.036      $11.547       61,199
                                                                2007       $11.547      $12.727       56,382
                                                                2008       $12.727       $7.203       52,348
                                                                2009        $7.203       $8.578       42,532
                                                                2010        $8.578       $9.749       34,260
                                                                2011        $9.749       $8.837       25,164
                                                                2012        $8.837      $10.148            0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                2006       $10.000      $10.800      173,314
                                                                2007       $10.800      $11.493      185,437
                                                                2008       $11.493       $7.900      185,880
                                                                2009        $7.900       $9.974      159,397
                                                                2010        $9.974      $10.749      157,890
                                                                2011       $10.749      $10.573      133,055
                                                                2012       $10.573      $11.850      110,594
                                                                2013       $11.850      $15.073       82,642
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                2011       $10.000      $12.215      114,080
                                                                2012       $12.215      $12.317       80,890
                                                                2013       $12.317      $11.804       54,619
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                2004       $10.000      $11.083      135,175
                                                                2005       $11.083      $11.996      493,860
                                                                2006       $11.996      $13.725      824,335
                                                                2007       $13.725      $13.881      783,069
                                                                2008       $13.881       $9.283      680,370
                                                                2009        $9.283      $11.365      614,322
                                                                2010       $11.365      $12.579      526,375
                                                                2011       $12.579      $12.129      417,385
                                                                2012       $12.129      $13.681      302,328
                                                                2013       $13.681      $18.054      207,226
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                2004       $10.000      $10.989      110,892
                                                                2005       $10.989      $11.629      253,522
                                                                2006       $11.629      $12.732      405,969
                                                                2007       $12.732      $13.725      387,292
                                                                2008       $13.725       $9.656      323,756
                                                                2009        $9.656      $12.370      277,636
                                                                2010       $12.370      $13.885      245,585
                                                                2011       $13.885      $12.807      221,182
                                                                2012       $12.807      $13.975      166,828
                                                                2013       $13.975      $17.710      121,224

                               91     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--SERIES II
                                                                       2004       $10.000      $11.112       25,709
                                                                       2005       $11.112      $12.180       47,131
                                                                       2006       $12.180      $12.608       54,285
                                                                       2007       $12.608      $14.626       48,758
                                                                       2008       $14.626       $7.671       44,989
                                                                       2009        $7.671      $11.833       35,133
                                                                       2010       $11.833      $14.857       45,521
                                                                       2011       $14.857      $13.285       26,213
                                                                       2012       $13.285      $14.629       19,233
                                                                       2013       $14.629      $19.714       16,890
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.745      132,216
                                                                       2005       $10.745      $11.176      223,522
                                                                       2006       $11.176      $12.452      287,925
                                                                       2007       $12.452      $12.451      280,725
                                                                       2008       $12.451       $5.907      303,579
                                                                       2009        $5.907       $8.610      262,919
                                                                       2010        $8.610       $9.083      213,414
                                                                       2011        $9.083       $8.657      168,059
                                                                       2012        $8.657      $10.047      118,174
                                                                       2013       $10.047      $13.209       86,832
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.187       63,788
                                                                       2005       $10.187      $10.379      164,577
                                                                       2006       $10.379      $10.558      182,914
                                                                       2007       $10.558      $11.145      211,170
                                                                       2008       $11.145      $11.161      357,895
                                                                       2009       $11.161      $11.105      185,515
                                                                       2010       $11.105      $11.491      165,810
                                                                       2011       $11.491      $11.561            0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $7.074      105,650
                                                                       2009        $7.074      $12.496      123,025
                                                                       2010       $12.496      $15.411      123,784
                                                                       2011       $15.411      $10.287       94,045
                                                                       2012       $10.287      $11.485       77,594
                                                                       2013       $11.485      $12.948       55,546

                               92     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.303       68,978
                                                                       2005       $11.303      $12.266      356,713
                                                                       2006       $12.266      $13.924      564,227
                                                                       2007       $13.924      $14.720      539,843
                                                                       2008       $14.720      $10.470      471,189
                                                                       2009       $10.470      $13.729      408,012
                                                                       2010       $13.729      $15.625      316,553
                                                                       2011       $15.625      $14.955      265,915
                                                                       2012       $14.955      $16.344      197,499
                                                                       2013       $16.344      $20.285      136,482
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.974       77,386
                                                                       2006       $10.974      $13.193      178,295
                                                                       2007       $13.193      $12.219      196,175
                                                                       2008       $12.219       $7.724      180,098
                                                                       2009        $7.724       $7.321            0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $10.625       54,585
                                                                       2005       $10.625      $11.285      153,996
                                                                       2006       $11.285      $12.292      242,446
                                                                       2007       $12.292      $13.373      234,531
                                                                       2008       $13.373      $11.074      193,608
                                                                       2009       $11.074      $13.719      209,853
                                                                       2010       $13.719      $14.633      179,215
                                                                       2011       $14.633      $14.631      148,727
                                                                       2012       $14.631      $16.364      109,677
                                                                       2013       $16.364      $19.339       88,822
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.317       32,940
                                                                       2005       $11.317      $11.861      115,107
                                                                       2006       $11.861      $13.814      165,929
                                                                       2007       $13.814      $16.114      179,041
                                                                       2008       $16.114      $15.166            0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.491       14,808
                                                                       2005       $11.491      $12.759       76,819
                                                                       2006       $12.759      $13.735      168,017
                                                                       2007       $13.735      $18.512      143,770
                                                                       2008       $18.512      $10.170      144,900
                                                                       2009       $10.170      $14.650      134,229
                                                                       2010       $14.650      $15.388      118,575
                                                                       2011       $15.388      $14.127      100,834
                                                                       2012       $14.127      $17.261       67,165
                                                                       2013       $17.261      $22.287       48,189

                               93     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.339       39,658
                                                                    2005       $11.339      $12.407      125,616
                                                                    2006       $12.407      $13.558      164,908
                                                                    2007       $13.558      $14.194      134,550
                                                                    2008       $14.194       $8.928      125,288
                                                                    2009        $8.928      $10.793      103,124
                                                                    2010       $10.793      $11.587            0
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $16.079       64,391
------------------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                                    2004       $10.000      $10.652      105,366
                                                                    2005       $10.652      $10.724      209,209
                                                                    2006       $10.724      $11.637      238,258
                                                                    2007       $11.637      $11.655      216,819
                                                                    2008       $11.655       $8.202      178,367
                                                                    2009        $8.202      $11.751      144,690
                                                                    2010       $11.751      $13.261      136,106
                                                                    2011       $13.261      $13.587      113,107
                                                                    2012       $13.587      $15.337       80,632
                                                                    2013       $15.337      $15.563            0
------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                                    2004       $10.000      $10.471       19,040
                                                                    2005       $10.471      $10.767      229,340
                                                                    2006       $10.767      $11.398      467,604
                                                                    2007       $11.398      $12.483      434,299
                                                                    2008       $12.483       $7.760      408,811
                                                                    2009        $7.760      $10.648      318,596
                                                                    2010       $10.648      $11.781      265,360
                                                                    2011       $11.781      $11.666      228,670
                                                                    2012       $11.666      $13.428      156,807
                                                                    2013       $13.428      $17.227      103,739
------------------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                                    2004       $10.000      $10.810        9,814
                                                                    2005       $10.810      $11.413       32,676
                                                                    2006       $11.413      $12.689       38,786
                                                                    2007       $12.689      $13.772       40,966
                                                                    2008       $13.772       $9.068       32,809
                                                                    2009        $9.068      $11.322       33,920
                                                                    2010       $11.322      $12.384       28,628
                                                                    2011       $12.384      $11.922       27,057
                                                                    2012       $11.922      $13.975       16,900
                                                                    2013       $13.975      $18.162        9,109

                               94     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                      Number of
                                                                           Accumulation Accumulation    Units
                                                              For the Year  Unit Value   Unit Value  Outstanding
                                                                 Ending    at Beginning    at End      at End
Sub-Accounts                                                  December 31   of Period    of Period    of Period
----------------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                                  2004       $10.000       $9.945       40,927
                                                                  2005        $9.945      $10.304       92,908
                                                                  2006       $10.304      $11.480      113,307
                                                                  2007       $11.480      $11.579      100,633
                                                                  2008       $11.579       $6.908       87,061
                                                                  2009        $6.908      $11.103       91,123
                                                                  2010       $11.103      $14.890      131,452
                                                                  2011       $14.890      $13.148       57,960
                                                                  2012       $13.148      $15.681       41,545
                                                                  2013       $15.681      $21.845       28,411
----------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                  2004       $10.000      $10.783      128,035
                                                                  2005       $10.783      $10.914      326,074
                                                                  2006       $10.914      $12.019      375,040
                                                                  2007       $12.019      $12.323      335,392
                                                                  2008       $12.323       $9.443      283,876
                                                                  2009        $9.443      $10.966      279,887
                                                                  2010       $10.966      $11.860      248,952
                                                                  2011       $11.860      $11.886      198,071
                                                                  2012       $11.886      $13.007      127,302
                                                                  2013       $13.007      $15.236      104,395
----------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                  2004       $10.000      $11.175       45,846
                                                                  2005       $11.175      $11.737      129,930
                                                                  2006       $11.737      $13.954      194,233
                                                                  2007       $13.954      $14.810      188,327
                                                                  2008       $14.810       $9.826      163,225
                                                                  2009        $9.826      $11.869      120,920
                                                                  2010       $11.869      $13.023       95,563
                                                                  2011       $13.023      $12.787       91,183
                                                                  2012       $12.787      $14.618       46,801
                                                                  2013       $14.618      $19.554       32,771
----------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                  2005       $10.000      $11.723       26,917
                                                                  2006       $11.723      $11.877       87,641
                                                                  2007       $11.877      $12.423       90,045
                                                                  2008       $12.423       $6.224       86,645
                                                                  2009        $6.224       $8.121       82,002
                                                                  2010        $8.121      $10.188       73,066
                                                                  2011       $10.188      $10.134       64,612
                                                                  2012       $10.134      $11.613       51,998
                                                                  2013       $11.613      $15.538       41,735

                               95     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.390      123,098
                                                                      2005       $11.390      $12.817      340,222
                                                                      2006       $12.817      $14.840      463,678
                                                                      2007       $14.840      $15.529      425,468
                                                                      2008       $15.529       $9.141      339,967
                                                                      2009        $9.141      $12.566      318,882
                                                                      2010       $12.566      $14.343      214,515
                                                                      2011       $14.343      $12.943      179,849
                                                                      2012       $12.943      $15.443      146,194
                                                                      2013       $15.443      $19.347      109,747
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                      2004       $10.000      $11.324      138,676
                                                                      2005       $11.324      $12.256      457,975
                                                                      2006       $12.256      $13.864      760,414
                                                                      2007       $13.864      $13.485      690,006
                                                                      2008       $13.485       $8.247      595,786
                                                                      2009        $8.247      $11.137      488,782
                                                                      2010       $11.137      $13.520      394,097
                                                                      2011       $13.520      $13.020      328,526
                                                                      2012       $13.020      $15.113      241,866
                                                                      2013       $15.113      $20.965      166,716
--------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                      2004       $10.000      $10.382       75,187
                                                                      2005       $10.382      $10.769      276,055
                                                                      2006       $10.769      $10.857      508,415
                                                                      2007       $10.857      $11.099      482,258
                                                                      2008       $11.099      $10.688      356,974
                                                                      2009       $10.688      $12.192      328,033
                                                                      2010       $12.192      $13.050      307,466
                                                                      2011       $13.050      $13.745      255,082
                                                                      2012       $13.745      $15.030      198,826
                                                                      2013       $15.030      $14.901      151,236
--------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                      2004       $10.000       $9.959      167,490
                                                                      2005        $9.959      $10.096      325,748
                                                                      2006       $10.096      $10.420      459,580
                                                                      2007       $10.420      $10.781      401,905
                                                                      2008       $10.781      $10.875      447,414
                                                                      2009       $10.875      $10.740      560,031
                                                                      2010       $10.740      $10.600      537,780
                                                                      2011       $10.600      $10.464      392,314
                                                                      2012       $10.464      $10.329      323,462
                                                                      2013       $10.329      $10.196      276,731

                               96     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.596       206,384
                                                         2005       $10.596      $10.671       648,012
                                                         2006       $10.671      $10.602       937,569
                                                         2007       $10.602      $11.576       902,299
                                                         2008       $11.576      $10.615       928,688
                                                         2009       $10.615      $12.398       713,734
                                                         2010       $12.398      $13.223       615,212
                                                         2011       $13.223      $14.568       496,281
                                                         2012       $14.568      $15.629       375,351
                                                         2013       $15.629      $13.997       273,276
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.283       249,949
                                                         2005       $10.283      $10.392       653,328
                                                         2006       $10.392      $10.647     1,083,265
                                                         2007       $10.647      $11.424     1,062,806
                                                         2008       $11.424      $11.812       823,099
                                                         2009       $11.812      $13.293       875,022
                                                         2010       $13.293      $14.178       871,323
                                                         2011       $14.178      $14.492       710,717
                                                         2012       $14.492      $15.667       565,502
                                                         2013       $15.667      $15.152       385,565
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.805        38,773
                                                         2005       $10.805      $10.951        61,072
                                                         2006       $10.951      $11.970        86,922
                                                         2007       $11.970      $11.284        76,705
                                                         2008       $11.284       $7.661        66,388
                                                         2009        $7.661       $7.391             0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.229       121,721
                                                         2005       $11.229      $10.576       203,935
                                                         2006       $10.576      $11.620       218,567
                                                         2007       $11.620      $12.187       170,119
                                                         2008       $12.187      $11.013             0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.490        74,071
                                                         2005       $10.490      $10.932       438,125
                                                         2006       $10.932      $11.791       846,349
                                                         2007       $11.791      $13.084       814,281
                                                         2008       $13.084       $7.402       830,392
                                                         2009        $7.402      $10.354       670,845
                                                         2010       $10.354      $11.848       550,687
                                                         2011       $11.848      $11.848       447,857
                                                         2012       $11.848      $13.780       419,459
                                                         2013       $13.780      $19.148       299,644

                               97     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                          Number of
                                                               Accumulation Accumulation    Units
                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                      December 31   of Period    of Period    of Period
----------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                      2004       $10.000      $11.106       299,734
                                                      2005       $11.106      $11.361       948,390
                                                      2006       $11.361      $13.299     1,402,991
                                                      2007       $13.299      $13.516     1,333,577
                                                      2008       $13.516       $8.498     1,156,148
                                                      2009        $8.498      $10.500       989,299
                                                      2010       $10.500      $11.885       793,746
                                                      2011       $11.885      $11.605       637,701
                                                      2012       $11.605      $13.386       445,276
                                                      2013       $13.386      $17.088       356,536
----------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                      2004       $10.000      $10.383        14,496
                                                      2005       $10.383      $11.829        58,864
                                                      2006       $11.829      $12.114        88,585
                                                      2007       $12.114      $14.539        86,678
                                                      2008       $14.539       $7.265        87,977
                                                      2009        $7.265      $11.835        73,057
                                                      2010       $11.835      $14.316        71,085
                                                      2011       $14.316      $13.693        54,754
                                                      2012       $13.693      $15.406        33,571
                                                      2013       $15.406      $22.452        27,571
----------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                      2004       $10.000      $12.853       241,544
                                                      2005       $12.853      $14.804       448,864
                                                      2006       $14.804      $20.106       695,926
                                                      2007       $20.106      $16.407       515,759
                                                      2008       $16.407      $10.026       445,861
                                                      2009       $10.026      $12.709       374,792
                                                      2010       $12.709      $16.239       303,954
                                                      2011       $16.239      $16.927       247,891
                                                      2012       $16.927      $19.307       189,555
                                                      2013       $19.307      $19.380       156,289
----------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                      2004       $10.000      $12.106        13,596
                                                      2005       $12.106      $15.764        76,101
                                                      2006       $15.764      $21.694       140,010
                                                      2007       $21.694      $29.449       151,951
                                                      2008       $29.449      $10.231        88,994
                                                      2009       $10.231      $21.517       153,256
                                                      2010       $21.517      $26.924       141,498
                                                      2011       $26.924      $19.725        66,474
                                                      2012       $19.725      $25.258        48,444
                                                      2013       $25.258      $27.912        35,404

                               98     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.25

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                                       2004       $10.000      $12.455       25,156
                                                                       2005       $12.455      $18.637       98,493
                                                                       2006       $18.637      $22.889      151,158
                                                                       2007       $22.889      $32.819      197,678
                                                                       2008       $32.819      $17.442       80,392
                                                                       2009       $17.442      $27.106      126,577
                                                                       2010       $27.106      $34.558       69,632
                                                                       2011       $34.558      $28.484       56,911
                                                                       2012       $28.484      $29.050       40,084
                                                                       2013       $29.050      $31.677       30,113
---------------------------------------------------------------------------------------------------------------------
VAN ECK VIP MULTI-MANAGER ALTERNATIVE--INITIAL CLASS
                                                                       2004       $10.000       $9.917       33,863
                                                                       2005        $9.917       $9.804       58,131
                                                                       2006        $9.804      $10.509       63,097
                                                                       2007       $10.509      $10.787       68,791
                                                                       2008       $10.787       $9.247      106,076
                                                                       2009        $9.247      $10.387      101,362
                                                                       2010       $10.387      $10.757       99,575
                                                                       2011       $10.757      $10.371       72,358
                                                                       2012       $10.371      $10.367       38,505
                                                                       2013       $10.367      $10.743       27,201
---------------------------------------------------------------------------------------------------------------------
WESTERN ASSET VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO--CLASS II
                                                                       2004       $10.000      $10.871      168,236
                                                                       2005       $10.871      $11.105      465,661
                                                                       2006       $11.105      $12.089      703,308
                                                                       2007       $12.089      $11.885      698,823
                                                                       2008       $11.885       $8.104      589,498
                                                                       2009        $8.104      $12.379      454,032
                                                                       2010       $12.379      $14.007      377,768
                                                                       2011       $14.007      $13.994      305,012
                                                                       2012       $13.994      $16.299      243,475
                                                                       2013       $16.299      $17.053      169,399

* The Accumulation Unit Values in this table reflect a mortality and expense
  risk charge of 1.25% and an administrative expense charge of 0.10%.

                               99     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.134           0
                                                                       2005       $10.134      $11.309           0
                                                                       2006       $11.309      $13.152           0
                                                                       2007       $13.152      $17.121           0
                                                                       2008       $17.121       $9.160           0
                                                                       2009        $9.160      $13.493           0
                                                                       2010       $13.493      $14.987           0
                                                                       2011       $14.987      $14.558           0
                                                                       2012       $14.558      $16.776           0
                                                                       2013       $16.776      $22.104           0
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.019           0
                                                                       2005       $10.019      $10.942           0
                                                                       2006       $10.942      $11.220           0
                                                                       2007       $11.220      $13.120           0
                                                                       2008       $13.120       $6.887           0
                                                                       2009        $6.887       $9.913           0
                                                                       2010        $9.913      $10.941           0
                                                                       2011       $10.941      $10.614           0
                                                                       2012       $10.614      $11.347           0
                                                                       2013       $11.347      $14.927           0
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.539           0
                                                                       2005       $10.539      $11.286           0
                                                                       2006       $11.286      $12.123           0
                                                                       2007       $12.123      $15.555           0
                                                                       2008       $15.555       $6.314      18,946
                                                                       2009        $6.314       $9.339      18,946
                                                                       2010        $9.339      $10.853           0
                                                                       2011       $10.853       $9.697           0
                                                                       2012        $9.697      $10.966           0
                                                                       2013       $10.966      $14.515           0
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.450           0
                                                                       2008        $9.450       $5.858       2,596
                                                                       2009        $5.858       $7.407       2,582
                                                                       2010        $7.407       $8.443       2,570
                                                                       2011        $8.443       $7.742           0
                                                                       2012        $7.742       $8.701           0
                                                                       2013        $8.701      $11.241           0

                              100     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.688           0
                                                                2008        $9.688       $6.096           0
                                                                2009        $6.096       $7.419           0
                                                                2010        $7.419       $7.939           0
                                                                2011        $7.939       $8.145           0
                                                                2012        $8.145       $9.275           0
                                                                2013        $9.275      $12.001           0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.132           0
                                                                2005       $10.132      $10.279           0
                                                                2006       $10.279      $10.765           0
                                                                2007       $10.765      $12.119           0
                                                                2008       $12.119       $8.421         109
                                                                2009        $8.421      $10.600         109
                                                                2010       $10.600      $11.808         108
                                                                2011       $11.808      $11.218         109
                                                                2012       $11.218      $12.307         113
                                                                2013       $12.307      $13.875         123
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.295           0
                                                                2005       $11.295      $12.880         303
                                                                2006       $12.880      $14.030         292
                                                                2007       $14.030      $16.085         280
                                                                2008       $16.085       $9.010       1,763
                                                                2009        $9.010      $11.932       1,704
                                                                2010       $11.932      $13.638       1,549
                                                                2011       $13.638      $12.960       1,428
                                                                2012       $12.960      $14.713       1,134
                                                                2013       $14.713      $18.833       1,057
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.750           0
                                                                2005       $10.750      $11.095           0
                                                                2006       $11.095      $13.007           0
                                                                2007       $13.007      $12.875           0
                                                                2008       $12.875       $7.197       8,417
                                                                2009        $7.197       $9.137       8,329
                                                                2010        $9.137      $10.264       7,490
                                                                2011       $10.264      $10.099       5,648
                                                                2012       $10.099      $11.555       5,322
                                                                2013       $11.555      $14.438       4,931

                              101     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.727           0
                                                                   2005        $9.727      $10.032           0
                                                                   2006       $10.032      $10.452           0
                                                                   2007       $10.452      $12.939           0
                                                                   2008       $12.939       $6.664           0
                                                                   2009        $6.664       $8.336           0
                                                                   2010        $8.336      $10.092           0
                                                                   2011       $10.092       $9.863           0
                                                                   2012        $9.863      $11.029           0
                                                                   2013       $11.029      $14.662           0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.579           0
                                                                   2005       $10.579      $10.813           0
                                                                   2006       $10.813      $12.202           0
                                                                   2007       $12.202      $12.544           0
                                                                   2008       $12.544       $7.705       1,127
                                                                   2009        $7.705       $9.513       1,113
                                                                   2010        $9.513      $10.669       1,102
                                                                   2011       $10.669      $10.615         136
                                                                   2012       $10.615      $11.998         130
                                                                   2013       $11.998      $15.470         105
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.130           0
                                                                   2005       $10.130      $10.091           0
                                                                   2006       $10.091      $10.272           0
                                                                   2007       $10.272      $10.450           0
                                                                   2008       $10.450       $9.861       2,057
                                                                   2009        $9.861      $11.131       2,068
                                                                   2010       $11.131      $11.702       1,842
                                                                   2011       $11.702      $12.244       1,833
                                                                   2012       $12.244      $12.638         246
                                                                   2013       $12.638      $12.098         268
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.882           0
                                                                   2005        $9.882       $9.929           0
                                                                   2006        $9.929      $10.155           0
                                                                   2007       $10.155      $10.417           0
                                                                   2008       $10.417      $10.465       3,763
                                                                   2009       $10.465      $10.278       4,430
                                                                   2010       $10.278      $10.054       4,467
                                                                   2011       $10.054       $9.829       2,972
                                                                   2012        $9.829       $9.608       3,233
                                                                   2013        $9.608       $9.393       3,670

                              102     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                               Number of
                                                                    Accumulation Accumulation    Units
                                                       For the Year  Unit Value   Unit Value  Outstanding
                                                          Ending    at Beginning    at End      at End
Sub-Accounts                                           December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                           2004       $10.000      $10.840           0
                                                           2005       $10.840      $12.588           0
                                                           2006       $12.588      $14.492           0
                                                           2007       $14.492      $16.580           0
                                                           2008       $16.580       $9.082       1,097
                                                           2009        $9.082      $11.205       1,129
                                                           2010       $11.205      $12.359       1,004
                                                           2011       $12.359       $9.986       1,039
                                                           2012        $9.986      $11.750         946
                                                           2013       $11.750      $14.951         854
---------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                           2004       $10.000      $10.511           0
                                                           2005       $10.511      $11.684           0
                                                           2006       $11.684      $12.722           0
                                                           2007       $12.722      $15.263           0
                                                           2008       $15.263       $8.841         804
                                                           2009        $8.841      $11.001         799
                                                           2010       $11.001      $11.959         796
                                                           2011       $11.959      $10.924           0
                                                           2012       $10.924      $11.150           0
                                                           2013       $11.150      $12.803           0
---------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE
 FUND--SERIES II
                                                           2012       $10.000       $9.018           0
                                                           2013        $9.018      $12.323           0
---------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                           2004       $10.000      $10.217           0
                                                           2005       $10.217      $10.845           0
                                                           2006       $10.845      $11.244           0
                                                           2007       $11.244      $12.279           0
                                                           2008       $12.279       $6.886           0
                                                           2009        $6.886       $8.126           0
                                                           2010        $8.126       $9.151           0
                                                           2011        $9.151       $8.219           0
                                                           2012        $8.219       $9.410           0
---------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                           2006       $10.000      $10.734           0
                                                           2007       $10.734      $11.317           0
                                                           2008       $11.317       $7.708           0
                                                           2009        $7.708       $9.643           0
                                                           2010        $9.643      $10.298           0
                                                           2011       $10.298      $10.037           0
                                                           2012       $10.037      $11.147           0
                                                           2013       $11.147      $14.049           0

                              103     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                              Number of
                                                                   Accumulation Accumulation    Units
                                                      For the Year  Unit Value   Unit Value  Outstanding
                                                         Ending    at Beginning    at End      at End
Sub-Accounts                                          December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                          2011       $10.000      $11.361         267
                                                          2012       $11.361      $11.351         267
                                                          2013       $11.351      $10.779         267
--------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME
 FUND--SERIES II
                                                          2004       $10.000      $10.991           0
                                                          2005       $10.991      $11.789           0
                                                          2006       $11.789      $13.365           0
                                                          2007       $13.365      $13.392           0
                                                          2008       $13.392       $8.874       6,338
                                                          2009        $8.874      $10.766       6,552
                                                          2010       $10.766      $11.807       5,971
                                                          2011       $11.807      $11.281       5,332
                                                          2012       $11.281      $12.608       5,132
                                                          2013       $12.608      $16.486       4,569
--------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                          2004       $10.000      $10.897           0
                                                          2005       $10.897      $11.427           0
                                                          2006       $11.427      $12.398           0
                                                          2007       $12.398      $13.242           0
                                                          2008       $13.242       $9.231       1,270
                                                          2009        $9.231      $11.718       1,268
                                                          2010       $11.718      $13.032       1,264
                                                          2011       $13.032      $11.911         350
                                                          2012       $11.911      $12.879         357
                                                          2013       $12.879      $16.173         352
--------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH
 FUND--SERIES II
                                                          2004       $10.000      $11.019           0
                                                          2005       $11.019      $11.969           0
                                                          2006       $11.969      $12.277           0
                                                          2007       $12.277      $14.111           0
                                                          2008       $14.111       $7.333           0
                                                          2009        $7.333      $11.209           0
                                                          2010       $11.209      $13.945           0
                                                          2011       $13.945      $12.356           0
                                                          2012       $12.356      $13.481           0
                                                          2013       $13.481      $18.002           0

                              104     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES
 FUND--SERIES II
                                                                       2004       $10.000      $10.656           0
                                                                       2005       $10.656      $10.982           0
                                                                       2006       $10.982      $12.125           0
                                                                       2007       $12.125      $12.013           0
                                                                       2008       $12.013       $5.647       1,098
                                                                       2009        $5.647       $8.155       1,086
                                                                       2010        $8.155       $8.526       1,087
                                                                       2011        $8.526       $8.051          80
                                                                       2012        $8.051       $9.259          75
                                                                       2013        $9.259      $12.062          73
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.103           0
                                                                       2005       $10.103      $10.200           0
                                                                       2006       $10.200      $10.281           0
                                                                       2007       $10.281      $10.753           0
                                                                       2008       $10.753      $10.670         267
                                                                       2009       $10.670      $10.520         267
                                                                       2010       $10.520      $10.786         267
                                                                       2011       $10.786      $10.819           0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.762           0
                                                                       2009        $6.762      $11.837           0
                                                                       2010       $11.837      $14.465           0
                                                                       2011       $14.465       $9.568           0
                                                                       2012        $9.568      $10.584           0
                                                                       2013       $10.584      $11.824           0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.209           0
                                                                       2005       $11.209      $12.053         577
                                                                       2006       $12.053      $13.558         565
                                                                       2007       $13.558      $14.202         531
                                                                       2008       $14.202      $10.009         547
                                                                       2009       $10.009      $13.005         521
                                                                       2010       $13.005      $14.666         506
                                                                       2011       $14.666      $13.909         509
                                                                       2012       $13.909      $15.063         259
                                                                       2013       $15.063      $18.524         223
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.906           0
                                                                       2006       $10.906      $12.993           0
                                                                       2007       $12.993      $11.923           0
                                                                       2008       $11.923       $7.468           0
                                                                       2009        $7.468       $7.057           0

                              105     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $10.537           0
                                                                    2005       $10.537      $11.089           0
                                                                    2006       $11.089      $11.970           0
                                                                    2007       $11.970      $12.902           0
                                                                    2008       $12.902      $10.586           0
                                                                    2009       $10.586      $12.996           0
                                                                    2010       $12.996      $13.735           0
                                                                    2011       $13.735      $13.608           0
                                                                    2012       $13.608      $15.081           0
                                                                    2013       $15.081      $17.661           0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.223           0
                                                                    2005       $11.223      $11.655           0
                                                                    2006       $11.655      $13.452           0
                                                                    2007       $13.452      $15.547           0
                                                                    2008       $15.547      $14.589           0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.395           0
                                                                    2005       $11.395      $12.539           0
                                                                    2006       $12.539      $13.375           0
                                                                    2007       $13.375      $17.861           0
                                                                    2008       $17.861       $9.723           0
                                                                    2009        $9.723      $13.877           0
                                                                    2010       $13.877      $14.444           0
                                                                    2011       $14.444      $13.139           0
                                                                    2012       $13.139      $15.907           0
                                                                    2013       $15.907      $20.352           0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.245           0
                                                                    2005       $11.245      $12.192           0
                                                                    2006       $12.192      $13.202           0
                                                                    2007       $13.202      $13.695           0
                                                                    2008       $13.695       $8.535           0
                                                                    2009        $8.535      $10.224           0
                                                                    2010       $10.224      $10.943           0
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $14.683       2,048

                              106     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.563           0
                                                         2005       $10.563      $10.538           0
                                                         2006       $10.538      $11.331           0
                                                         2007       $11.331      $11.245           0
                                                         2008       $11.245       $7.842       3,928
                                                         2009        $7.842      $11.132       3,672
                                                         2010       $11.132      $12.448       3,380
                                                         2011       $12.448      $12.637       1,952
                                                         2012       $12.637      $14.135       1,882
                                                         2013       $14.135      $14.261           0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.384           0
                                                         2005       $10.384      $10.580           0
                                                         2006       $10.580      $11.098           0
                                                         2007       $12.125      $12.013           0
                                                         2008       $12.013       $7.419         155
                                                         2009        $7.419      $10.087         132
                                                         2010       $10.087      $11.058         129
                                                         2011       $11.058      $10.850         133
                                                         2012       $10.850      $12.375         126
                                                         2013       $12.375      $15.732         103
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.720           0
                                                         2005       $10.720      $11.215           0
                                                         2006       $11.215      $12.355           0
                                                         2007       $11.098      $12.043           0
                                                         2008       $12.043       $8.669         923
                                                         2009        $8.669      $10.725         918
                                                         2010       $10.725      $11.624         914
                                                         2011       $11.624      $11.088           0
                                                         2012       $11.088      $12.879           0
                                                         2013       $12.879      $16.585           0
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.862           0
                                                         2005        $9.862      $10.126           0
                                                         2006       $10.126      $11.178           0
                                                         2007       $11.178      $11.171           0
                                                         2008       $11.171       $6.604       1,098
                                                         2009        $6.604      $10.518       1,092
                                                         2010       $10.518      $13.976       1,087
                                                         2011       $13.976      $12.229           0
                                                         2012       $12.229      $14.451           0
                                                         2013       $14.451      $19.948           0

                              107     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.694           0
                                                                      2005       $10.694      $10.725         326
                                                                      2006       $10.725      $11.703         314
                                                                      2007       $11.703      $11.889         301
                                                                      2008       $11.889       $9.027       2,083
                                                                      2009        $9.027      $10.388       2,077
                                                                      2010       $10.388      $11.133       2,061
                                                                      2011       $11.133      $11.055       1,027
                                                                      2012       $11.055      $11.987         763
                                                                      2013       $11.987      $13.914         763
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.082           0
                                                                      2005       $11.082      $11.534           0
                                                                      2006       $11.534      $13.587           0
                                                                      2007       $13.587      $14.288           0
                                                                      2008       $14.288       $9.393         858
                                                                      2009        $9.393      $11.244         854
                                                                      2010       $11.244      $12.224         850
                                                                      2011       $12.224      $11.893           0
                                                                      2012       $11.893      $13.472           0
                                                                      2013       $13.472      $17.856           0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                      2005       $10.000      $11.651           0
                                                                      2006       $11.651      $11.697           0
                                                                      2007       $11.697      $12.123           0
                                                                      2008       $12.123       $6.018           0
                                                                      2009        $6.018       $7.780           0
                                                                      2010        $7.780       $9.671           0
                                                                      2011        $9.671       $9.533           0
                                                                      2012        $9.533      $10.824           0
                                                                      2013       $10.824      $14.350           0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.296           0
                                                                      2005       $11.296      $12.595           0
                                                                      2006       $12.595      $14.450           0
                                                                      2007       $14.450      $14.982           0
                                                                      2008       $14.982       $8.738      18,728
                                                                      2009        $8.738      $11.903      18,643
                                                                      2010       $11.903      $13.463       1,017
                                                                      2011       $13.463      $12.038         961
                                                                      2012       $12.038      $14.232         885
                                                                      2013       $14.232      $17.667         819

                              108     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.230           0
                                                                     2005       $11.230      $12.044           0
                                                                     2006       $12.044      $13.500           0
                                                                     2007       $13.500      $13.011           0
                                                                     2008       $13.011       $7.884       2,247
                                                                     2009        $7.884      $10.549       2,138
                                                                     2010       $10.549      $12.690       1,809
                                                                     2011       $12.690      $12.109       1,696
                                                                     2012       $12.109      $13.928         850
                                                                     2013       $13.928      $19.145         713
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.296           0
                                                                     2005       $10.296      $10.583         511
                                                                     2006       $10.583      $10.572         574
                                                                     2007       $10.572      $10.708         546
                                                                     2008       $10.708      $10.218       4,709
                                                                     2009       $10.218      $11.549       4,792
                                                                     2010       $11.549      $12.249       4,688
                                                                     2011       $12.249      $12.784       3,110
                                                                     2012       $12.784      $13.851         806
                                                                     2013       $13.851      $13.608         862
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.876           0
                                                                     2005        $9.876       $9.922         602
                                                                     2006        $9.922      $10.147         635
                                                                     2007       $10.147      $10.401         596
                                                                     2008       $10.401      $10.396       3,790
                                                                     2009       $10.396      $10.174       3,856
                                                                     2010       $10.174       $9.950       3,891
                                                                     2011        $9.950       $9.732       1,674
                                                                     2012        $9.732       $9.519       1,607
                                                                     2013        $9.519       $9.310       1,650
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.508           0
                                                                     2005       $10.508      $10.487         495
                                                                     2006       $10.487      $10.324         477
                                                                     2007       $10.324      $11.168         458
                                                                     2008       $11.168      $10.148         918
                                                                     2009       $10.148      $11.745         923
                                                                     2010       $11.745      $12.412         908
                                                                     2011       $12.412      $13.550         872
                                                                     2012       $13.550      $14.404         473
                                                                     2013       $14.404      $12.782         510

                              109     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.197           0
                                                         2005       $10.197      $10.212           0
                                                         2006       $10.212      $10.368           0
                                                         2007       $10.368      $11.022           0
                                                         2008       $11.022      $11.293       6,237
                                                         2009       $11.293      $12.592       6,277
                                                         2010       $12.592      $13.308       5,926
                                                         2011       $13.308      $13.479       4,412
                                                         2012       $13.479      $14.439         529
                                                         2013       $14.439      $13.837         558
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.739           0
                                                         2005       $10.739      $10.785           0
                                                         2006       $10.785      $11.682           0
                                                         2007       $11.682      $10.911           0
                                                         2008       $10.911       $7.340           0
                                                         2009        $7.340       $7.061           0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.136           0
                                                         2005       $11.136      $10.393           0
                                                         2006       $10.393      $11.315           0
                                                         2007       $11.315      $11.758           0
                                                         2008       $11.758      $10.620           0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.403           0
                                                         2005       $10.403      $10.743         348
                                                         2006       $10.743      $11.481         335
                                                         2007       $11.481      $12.623         321
                                                         2008       $12.623       $7.076       2,407
                                                         2009        $7.076       $9.808       2,378
                                                         2010        $9.808      $11.121       2,128
                                                         2011       $11.121      $11.019       2,111
                                                         2012       $11.019      $12.700         231
                                                         2013       $12.700      $17.485         198
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $11.014           0
                                                         2005       $11.014      $11.165         764
                                                         2006       $11.165      $12.949         737
                                                         2007       $12.949      $13.040         706
                                                         2008       $13.040       $8.124      18,755
                                                         2009        $8.124       $9.946      18,736
                                                         2010        $9.946      $11.156       2,148
                                                         2011       $11.156      $10.794       1,218
                                                         2012       $10.794      $12.336         802
                                                         2013       $12.336      $15.604         728

                              110     PROSPECTUS


   CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION CLASSIC
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.15

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.297           0
                                                        2005       $10.297      $11.624           0
                                                        2006       $11.624      $11.796           0
                                                        2007       $11.796      $14.027           0
                                                        2008       $14.027       $6.945         336
                                                        2009        $6.945      $11.211         331
                                                        2010       $11.211      $13.437         327
                                                        2011       $13.437      $12.736         324
                                                        2012       $12.736      $14.198         327
                                                        2013       $14.198      $20.502         322
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.746           0
                                                        2005       $12.746      $14.547         654
                                                        2006       $14.547      $19.578         582
                                                        2007       $19.578      $15.830         630
                                                        2008       $15.830       $9.584      29,447
                                                        2009        $9.584      $12.038      29,312
                                                        2010       $12.038      $15.242       4,699
                                                        2011       $15.242      $15.744       3,609
                                                        2012       $15.744      $17.793       1,615
                                                        2013       $17.793      $17.697       1,815
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.005           0
                                                        2005       $12.005      $15.491         135
                                                        2006       $15.491      $21.124         130
                                                        2007       $21.124      $28.413         124
                                                        2008       $28.413       $9.781         119
                                                        2009        $9.781      $20.382         119
                                                        2010       $20.382      $25.272         114
                                                        2011       $25.272      $18.346         109
                                                        2012       $18.346      $23.277           0
                                                        2013       $23.277      $25.489           0
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.352           0
                                                        2005       $12.352      $18.314           0
                                                        2006       $18.314      $22.288           0
                                                        2007       $22.288      $31.665           0
                                                        2008       $31.665      $16.674         818
                                                        2009       $16.674      $25.677         789
                                                        2010       $25.677      $32.438         756
                                                        2011       $32.438      $26.492         641
                                                        2012       $26.492      $26.772         950
                                                        2013       $26.772      $28.926          65

                              111     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.186       4,734
                                                                       2005       $10.186      $11.431       5,217
                                                                       2006       $11.431      $13.368      10,380
                                                                       2007       $13.368      $17.501      11,158
                                                                       2008       $17.501       $9.416      23,230
                                                                       2009        $9.416      $13.948      13,955
                                                                       2010       $13.948      $15.579       5,543
                                                                       2011       $15.579      $15.219       4,559
                                                                       2012       $15.219      $17.636       3,457
                                                                       2013       $17.636      $23.368       2,983
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.070       3,205
                                                                       2005       $10.070      $11.059       4,438
                                                                       2006       $11.059      $11.405       4,747
                                                                       2007       $11.405      $13.411       3,856
                                                                       2008       $13.411       $7.079       4,663
                                                                       2009        $7.079      $10.247       4,047
                                                                       2010       $10.247      $11.373       2,041
                                                                       2011       $11.373      $11.095       1,764
                                                                       2012       $11.095      $11.929         793
                                                                       2013       $11.929      $15.780         674
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.593      16,990
                                                                       2005       $10.593      $11.407      22,184
                                                                       2006       $11.407      $12.323      32,839
                                                                       2007       $12.323      $15.900      22,247
                                                                       2008       $15.900       $6.490      21,572
                                                                       2009        $6.490       $9.654      11,236
                                                                       2010        $9.654      $11.282       7,031
                                                                       2011       $11.282      $10.138       5,317
                                                                       2012       $10.138      $11.529       4,294
                                                                       2013       $11.529      $15.345       4,016
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.486       4,256
                                                                       2008        $9.486       $5.914       1,123
                                                                       2009        $5.914       $7.520       1,578
                                                                       2010        $7.520       $8.619       1,081
                                                                       2011        $8.619       $7.948         320
                                                                       2012        $7.948       $8.983         320
                                                                       2013        $8.983      $11.671       1,327

                              113     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.725      16,715
                                                                2008        $9.725       $6.154      14,358
                                                                2009        $6.154       $7.532      11,945
                                                                2010        $7.532       $8.104       3,027
                                                                2011        $8.104       $8.362       1,134
                                                                2012        $8.362       $9.576       3,170
                                                                2013        $9.576      $12.460         356
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.184       6,127
                                                                2005       $10.184      $10.390      16,830
                                                                2006       $10.390      $10.942      20,152
                                                                2007       $10.942      $12.387      18,915
                                                                2008       $12.387       $8.657      20,457
                                                                2009        $8.657      $10.957      12,979
                                                                2010       $10.957      $12.275       7,846
                                                                2011       $12.275      $11.727       4,966
                                                                2012       $11.727      $12.937       1,499
                                                                2013       $12.937      $14.668       1,420
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.353      13,482
                                                                2005       $11.353      $13.018      50,412
                                                                2006       $13.018      $14.260      98,161
                                                                2007       $14.260      $16.442      98,587
                                                                2008       $16.442       $9.262      69,273
                                                                2009        $9.262      $12.334      49,531
                                                                2010       $12.334      $14.177      23,726
                                                                2011       $14.177      $13.548      21,964
                                                                2012       $13.548      $15.467      13,387
                                                                2013       $15.467      $19.910      10,269
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.805      16,904
                                                                2005       $10.805      $11.214      25,309
                                                                2006       $11.214      $13.221      52,728
                                                                2007       $13.221      $13.160      47,153
                                                                2008       $13.160       $7.398      28,570
                                                                2009        $7.398       $9.445      20,770
                                                                2010        $9.445      $10.670       8,880
                                                                2011       $10.670      $10.557       5,135
                                                                2012       $10.557      $12.147       6,612
                                                                2013       $12.147      $15.264       9,562

                              114     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.777        2,742
                                                                   2005        $9.777      $10.140        6,853
                                                                   2006       $10.140      $10.623        8,255
                                                                   2007       $10.623      $13.226        7,221
                                                                   2008       $13.226       $6.850        5,106
                                                                   2009        $6.850       $8.617        3,946
                                                                   2010        $8.617      $10.492        2,279
                                                                   2011       $10.492      $10.310        6,878
                                                                   2012       $10.310      $11.594          840
                                                                   2013       $11.594      $15.500          796
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.634        7,868
                                                                   2005       $10.634      $10.930       38,047
                                                                   2006       $10.930      $12.403       65,217
                                                                   2007       $12.403      $12.823       59,035
                                                                   2008       $12.823       $7.921       48,787
                                                                   2009        $7.921       $9.834       31,067
                                                                   2010        $9.834      $11.091       25,140
                                                                   2011       $11.091      $11.097       17,231
                                                                   2012       $11.097      $12.613       16,671
                                                                   2013       $12.613      $16.355       13,008
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.182       21,758
                                                                   2005       $10.182      $10.199       49,266
                                                                   2006       $10.199      $10.441       73,225
                                                                   2007       $10.441      $10.682       66,985
                                                                   2008       $10.682      $10.137       32,315
                                                                   2009       $10.137      $11.506       24,417
                                                                   2010       $11.506      $12.164       23,917
                                                                   2011       $12.164      $12.799       15,817
                                                                   2012       $12.799      $13.286       10,933
                                                                   2013       $13.286      $12.790       10,989
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.933       58,803
                                                                   2005        $9.933      $10.036       68,484
                                                                   2006       $10.036      $10.322      161,389
                                                                   2007       $10.322      $10.648      125,834
                                                                   2008       $10.648      $10.757      157,527
                                                                   2009       $10.757      $10.624       92,275
                                                                   2010       $10.624      $10.451       95,672
                                                                   2011       $10.451      $10.275       48,128
                                                                   2012       $10.275      $10.101       30,696
                                                                   2013       $10.101       $9.930       17,599

                              115     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.896       3,480
                                                                 2005       $10.896      $12.723      16,347
                                                                 2006       $12.723      $14.730      67,797
                                                                 2007       $14.730      $16.948      84,726
                                                                 2008       $16.948       $9.336      62,637
                                                                 2009        $9.336      $11.583      48,389
                                                                 2010       $11.583      $12.847      18,960
                                                                 2011       $12.847      $10.439       9,501
                                                                 2012       $10.439      $12.352       8,360
                                                                 2013       $12.352      $15.806      12,069
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.565         310
                                                                 2005       $10.565      $11.810         295
                                                                 2006       $11.810      $12.931       8,282
                                                                 2007       $12.931      $15.601       6,921
                                                                 2008       $15.601       $9.088       5,207
                                                                 2009        $9.088      $11.372       5,103
                                                                 2010       $11.372      $12.432       3,286
                                                                 2011       $12.432      $11.419       1,218
                                                                 2012       $11.419      $11.722         723
                                                                 2013       $11.722      $13.535         387
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $9.480         410
                                                                 2013        $9.480      $13.027         530
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.270         209
                                                                 2005       $10.270      $10.962         648
                                                                 2006       $10.962      $11.429       1,382
                                                                 2007       $11.429      $12.551       1,120
                                                                 2008       $12.551       $7.078         840
                                                                 2009        $7.078       $8.400         647
                                                                 2010        $8.400       $9.513         927
                                                                 2011        $9.513       $8.592         384
                                                                 2012        $8.592       $9.855           0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.774      15,396
                                                                 2007       $10.774      $11.424      18,197
                                                                 2008       $11.424       $7.825      13,767
                                                                 2009        $7.825       $9.844      15,508
                                                                 2010        $9.844      $10.572       7,904
                                                                 2011       $10.572      $10.362       6,374
                                                                 2012       $10.362      $11.572       4,343
                                                                 2013       $11.572      $14.667       3,742

                              116     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                       2011       $10.000      $11.876         889
                                                                       2012       $11.876      $11.933         888
                                                                       2013       $11.933      $11.395         898
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                       2004       $10.000      $11.047       8,999
                                                                       2005       $11.047      $11.915      42,450
                                                                       2006       $11.915      $13.585      65,009
                                                                       2007       $13.585      $13.689      61,062
                                                                       2008       $13.689       $9.122      42,540
                                                                       2009        $9.122      $11.129      24,464
                                                                       2010       $11.129      $12.273      12,069
                                                                       2011       $12.273      $11.792       6,451
                                                                       2012       $11.792      $13.255       5,229
                                                                       2013       $13.255      $17.429       4,397
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                       2004       $10.000      $10.953       3,434
                                                                       2005       $10.953      $11.550       9,987
                                                                       2006       $11.550      $12.601      25,207
                                                                       2007       $12.601      $13.536      25,250
                                                                       2008       $13.536       $9.489      10,026
                                                                       2009        $9.489      $12.113       7,481
                                                                       2010       $12.113      $13.548       7,476
                                                                       2011       $13.548      $12.452       3,890
                                                                       2012       $12.452      $13.539       3,050
                                                                       2013       $13.539      $17.097       7,749
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--SERIES II
                                                                       2004       $10.000      $11.076         625
                                                                       2005       $11.076      $12.098       1,444
                                                                       2006       $12.098      $12.478       1,436
                                                                       2007       $12.478      $14.424         713
                                                                       2008       $14.424       $7.538         715
                                                                       2009        $7.538      $11.587         659
                                                                       2010       $11.587      $14.496         750
                                                                       2011       $14.496      $12.917         617
                                                                       2012       $12.917      $14.173         478
                                                                       2013       $14.173      $19.031         420

                              117     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.710      14,119
                                                                       2005       $10.710      $11.100      26,910
                                                                       2006       $11.100      $12.324      26,039
                                                                       2007       $12.324      $12.279      15,073
                                                                       2008       $12.279       $5.805       4,867
                                                                       2009        $5.805       $8.431       2,549
                                                                       2010        $8.431       $8.863       1,587
                                                                       2011        $8.863       $8.417       1,390
                                                                       2012        $8.417       $9.734       1,353
                                                                       2013        $9.734      $12.752       1,319
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.155       1,515
                                                                       2005       $10.155      $10.309       3,666
                                                                       2006       $10.309      $10.449       6,825
                                                                       2007       $10.449      $10.992       5,828
                                                                       2008       $10.992      $10.968       4,131
                                                                       2009       $10.968      $10.875       2,469
                                                                       2010       $10.875      $11.212       1,400
                                                                       2011       $11.212      $11.267           0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.951       5,243
                                                                       2009        $6.951      $12.236       3,147
                                                                       2010       $12.236      $15.037       4,829
                                                                       2011       $15.037      $10.002         580
                                                                       2012       $10.002      $11.127         398
                                                                       2013       $11.127      $12.500         372
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.266      12,402
                                                                       2005       $11.266      $12.183      48,976
                                                                       2006       $12.183      $13.781      59,842
                                                                       2007       $13.781      $14.517      53,518
                                                                       2008       $14.517      $10.289      34,104
                                                                       2009       $10.289      $13.444      24,911
                                                                       2010       $13.444      $15.246      13,338
                                                                       2011       $15.246      $14.540       8,153
                                                                       2012       $14.540      $15.835       2,351
                                                                       2013       $15.835      $19.583       1,124
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.947      17,047
                                                                       2006       $10.947      $13.116      20,417
                                                                       2007       $13.116      $12.103      23,686
                                                                       2008       $12.103       $7.624      18,835
                                                                       2009        $7.624       $7.217           0

                              118     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $10.591      20,549
                                                                    2005       $10.591      $11.209      24,673
                                                                    2006       $11.209      $12.166      20,866
                                                                    2007       $12.166      $13.188      19,377
                                                                    2008       $13.188      $10.882      23,268
                                                                    2009       $10.882      $13.434      15,495
                                                                    2010       $13.434      $14.278      12,291
                                                                    2011       $14.278      $14.226      10,648
                                                                    2012       $14.226      $15.854       6,237
                                                                    2013       $15.854      $18.670       5,750
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.280         282
                                                                    2005       $11.280      $11.781       1,583
                                                                    2006       $11.781      $13.672       5,830
                                                                    2007       $13.672      $15.892       7,627
                                                                    2008       $15.892      $14.940           0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.454          16
                                                                    2005       $11.454      $12.673       5,639
                                                                    2006       $12.673      $13.594      14,144
                                                                    2007       $13.594      $18.257      18,465
                                                                    2008       $18.257       $9.994      10,342
                                                                    2009        $9.994      $14.345      10,515
                                                                    2010       $14.345      $15.015       3,195
                                                                    2011       $15.015      $13.736       2,150
                                                                    2012       $13.736      $16.723       1,689
                                                                    2013       $16.723      $21.516       1,355
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.302       9,724
                                                                    2005       $11.302      $12.323      16,649
                                                                    2006       $12.323      $13.419      21,808
                                                                    2007       $13.419      $13.998      20,140
                                                                    2008       $13.998       $8.773      14,493
                                                                    2009        $8.773      $10.569       9,316
                                                                    2010       $10.569      $11.333           0
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $15.523       6,542

                              119     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.617       5,239
                                                         2005       $10.617      $10.651       8,859
                                                         2006       $10.651      $11.517       9,006
                                                         2007       $11.517      $11.495       8,010
                                                         2008       $11.495       $8.061       5,959
                                                         2009        $8.061      $11.507       4,547
                                                         2010       $11.507      $12.940       3,042
                                                         2011       $12.940      $13.210       1,990
                                                         2012       $13.210      $14.859       1,450
                                                         2013       $14.859      $15.045           0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.437           0
                                                         2005       $10.437      $10.694      20,459
                                                         2006       $10.694      $11.281      40,226
                                                         2007       $11.281      $12.310      35,303
                                                         2008       $12.310       $7.626      25,945
                                                         2009        $7.626      $10.427      17,812
                                                         2010       $10.427      $11.495       5,120
                                                         2011       $11.495      $11.342       5,750
                                                         2012       $11.342      $13.009       1,691
                                                         2013       $13.009      $16.631       1,408
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.775       1,497
                                                         2005       $10.775      $11.336       2,187
                                                         2006       $11.336      $12.558       2,311
                                                         2007       $12.558      $13.582       2,327
                                                         2008       $13.582       $8.911       2,892
                                                         2009        $8.911      $11.086       3,394
                                                         2010       $11.086      $12.084       1,009
                                                         2011       $12.084      $11.591         845
                                                         2012       $11.591      $13.540       3,469
                                                         2013       $13.540      $17.534       1,277
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.912           0
                                                         2005        $9.912      $10.235       1,241
                                                         2006       $10.235      $11.362       2,619
                                                         2007       $11.362      $11.419       2,212
                                                         2008       $11.419       $6.789         512
                                                         2009        $6.789      $10.872         580
                                                         2010       $10.872      $14.529       2,245
                                                         2011       $14.529      $12.784         206
                                                         2012       $12.784      $15.192           0
                                                         2013       $15.192      $21.089          82

                              120     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.748      24,820
                                                                      2005       $10.748      $10.841      43,498
                                                                      2006       $10.841      $11.896      48,499
                                                                      2007       $11.896      $12.153      36,646
                                                                      2008       $12.153       $9.279      30,804
                                                                      2009        $9.279      $10.738      24,445
                                                                      2010       $10.738      $11.573       4,986
                                                                      2011       $11.573      $11.557       4,481
                                                                      2012       $11.557      $12.602       3,966
                                                                      2013       $12.602      $14.709       3,453
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.139       1,555
                                                                      2005       $11.139      $11.658       7,507
                                                                      2006       $11.658      $13.810      10,015
                                                                      2007       $13.810      $14.605      11,214
                                                                      2008       $14.605       $9.656      15,987
                                                                      2009        $9.656      $11.623       5,318
                                                                      2010       $11.623      $12.707       1,869
                                                                      2011       $12.707      $12.433         874
                                                                      2012       $12.433      $14.162         615
                                                                      2013       $14.162      $18.877         744
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--SERVICE
 SHARES
                                                                      2005       $10.000      $11.695       2,405
                                                                      2006       $11.695      $11.807      10,770
                                                                      2007       $11.807      $12.306      10,772
                                                                      2008       $12.306       $6.143      10,137
                                                                      2009        $6.143       $7.987       8,923
                                                                      2010        $7.987       $9.984      12,682
                                                                      2011        $9.984       $9.897       3,274
                                                                      2012        $9.897      $11.301         332
                                                                      2013       $11.301      $15.066       2,349
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.354      12,335
                                                                      2005       $11.354      $12.730      23,494
                                                                      2006       $12.730      $14.688      32,798
                                                                      2007       $14.688      $15.315      24,924
                                                                      2008       $15.315       $8.982      23,059
                                                                      2009        $8.982      $12.305      10,881
                                                                      2010       $12.305      $13.995       9,555
                                                                      2011       $13.995      $12.584       8,198
                                                                      2012       $12.584      $14.962       5,690
                                                                      2013       $14.962      $18.677       5,164

                              121     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.287        4,631
                                                                     2005       $11.287      $12.174       27,646
                                                                     2006       $12.174      $13.721       40,614
                                                                     2007       $13.721      $13.299       39,454
                                                                     2008       $13.299       $8.105       24,375
                                                                     2009        $8.105      $10.905       13,961
                                                                     2010       $10.905      $13.191        7,439
                                                                     2011       $13.191      $12.659        3,339
                                                                     2012       $12.659      $14.642        3,301
                                                                     2013       $14.642      $20.240        4,131
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.348        4,619
                                                                     2005       $10.348      $10.696       28,950
                                                                     2006       $10.696      $10.745       45,056
                                                                     2007       $10.745      $10.946       43,735
                                                                     2008       $10.946      $10.503       23,896
                                                                     2009       $10.503      $11.939       12,188
                                                                     2010       $11.939      $12.733       10,058
                                                                     2011       $12.733      $13.364        5,594
                                                                     2012       $13.364      $14.561        7,941
                                                                     2013       $14.561      $14.386        7,699
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.927        4,061
                                                                     2005        $9.927      $10.028       17,626
                                                                     2006       $10.028      $10.313      110,294
                                                                     2007       $10.313      $10.632       72,629
                                                                     2008       $10.632      $10.687       73,225
                                                                     2009       $10.687      $10.517       32,253
                                                                     2010       $10.517      $10.343       20,402
                                                                     2011       $10.343      $10.174       15,383
                                                                     2012       $10.174      $10.007       11,760
                                                                     2013       $10.007       $9.843       16,236
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.562       24,840
                                                                     2005       $10.562      $10.599       77,486
                                                                     2006       $10.599      $10.493       72,477
                                                                     2007       $10.493      $11.416       60,196
                                                                     2008       $11.416      $10.432       34,791
                                                                     2009       $10.432      $12.141       21,242
                                                                     2010       $12.141      $12.902       14,123
                                                                     2011       $12.902      $14.164       21,288
                                                                     2012       $14.164      $15.142       18,459
                                                                     2013       $15.142      $13.512        4,211

                              122     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.250       19,456
                                                         2005       $10.250      $10.322       47,858
                                                         2006       $10.322      $10.538       83,160
                                                         2007       $10.538      $11.266       81,848
                                                         2008       $11.266      $11.608       60,359
                                                         2009       $11.608      $13.017       40,000
                                                         2010       $13.017      $13.834       33,201
                                                         2011       $13.834      $14.090       22,858
                                                         2012       $14.090      $15.179       18,280
                                                         2013       $15.179      $14.628       17,046
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.779        3,706
                                                         2005       $10.779      $10.887        5,953
                                                         2006       $10.887      $11.858        5,951
                                                         2007       $11.858      $11.138        5,481
                                                         2008       $11.138       $7.535        3,960
                                                         2009        $7.535       $7.261            0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.193       12,083
                                                         2005       $11.193      $10.505       19,478
                                                         2006       $10.505      $11.501       22,405
                                                         2007       $11.501      $12.019       16,051
                                                         2008       $12.019      $10.859            0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.456        6,385
                                                         2005       $10.456      $10.858       40,786
                                                         2006       $10.858      $11.670       75,772
                                                         2007       $11.670      $12.903       81,626
                                                         2008       $12.903       $7.274       62,701
                                                         2009        $7.274      $10.138       40,435
                                                         2010       $10.138      $11.561       17,197
                                                         2011       $11.561      $11.519       10,165
                                                         2012       $11.519      $13.351        6,390
                                                         2013       $13.351      $18.485        7,235
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $11.070       26,985
                                                         2005       $11.070      $11.285       92,669
                                                         2006       $11.285      $13.162      137,043
                                                         2007       $13.162      $13.329      129,012
                                                         2008       $13.329       $8.351       99,308
                                                         2009        $8.351      $10.281       73,212
                                                         2010       $10.281      $11.597       25,536
                                                         2011       $11.597      $11.284       12,800
                                                         2012       $11.284      $12.968       12,131
                                                         2013       $12.968      $16.497        8,812

                              123     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.6

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.349      13,593
                                                        2005       $10.349      $11.749      18,729
                                                        2006       $11.749      $11.990      17,724
                                                        2007       $11.990      $14.338       6,708
                                                        2008       $14.338       $7.139       4,442
                                                        2009        $7.139      $11.589       2,932
                                                        2010       $11.589      $13.968         450
                                                        2011       $13.968      $13.314         293
                                                        2012       $13.314      $14.926         228
                                                        2013       $14.926      $21.675         189
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.811       8,873
                                                        2005       $12.811      $14.704      41,284
                                                        2006       $14.704      $19.900      69,224
                                                        2007       $19.900      $16.181      49,043
                                                        2008       $16.181       $9.852      38,054
                                                        2009        $9.852      $12.444      33,843
                                                        2010       $12.444      $15.845      19,381
                                                        2011       $15.845      $16.458       8,481
                                                        2012       $16.458      $18.705       7,027
                                                        2013       $18.705      $18.709       3,220
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.067       1,588
                                                        2005       $12.067      $15.658      12,064
                                                        2006       $15.658      $21.471      13,500
                                                        2007       $21.471      $29.043      16,859
                                                        2008       $29.043      $10.054      11,964
                                                        2009       $10.054      $21.070      11,191
                                                        2010       $21.070      $26.271       2,198
                                                        2011       $26.271      $19.178       1,130
                                                        2012       $19.178      $24.471         998
                                                        2013       $24.471      $26.946       1,020
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.415      10,175
                                                        2005       $12.415      $18.511      27,980
                                                        2006       $18.511      $22.654      38,120
                                                        2007       $22.654      $32.366      35,969
                                                        2008       $32.366      $17.140      19,035
                                                        2009       $17.140      $26.543      17,279
                                                        2010       $26.543      $33.720       8,793
                                                        2011       $33.720      $27.694       8,168
                                                        2012       $27.694      $28.144       8,014
                                                        2013       $28.144      $30.580       4,622

                              124     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.101         0
                                                                       2005       $10.101      $11.232         0
                                                                       2006       $11.232      $13.015         0
                                                                       2007       $13.015      $16.883         0
                                                                       2008       $16.883       $9.000         0
                                                                       2009        $9.000      $13.210         0
                                                                       2010       $13.210      $14.620         0
                                                                       2011       $14.620      $14.151         0
                                                                       2012       $14.151      $16.249         0
                                                                       2013       $16.249      $21.332         0
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000       $9.986         0
                                                                       2005        $9.986      $10.867         0
                                                                       2006       $10.867      $11.104         0
                                                                       2007       $11.104      $12.937         0
                                                                       2008       $12.937       $6.767         0
                                                                       2009        $6.767       $9.705         0
                                                                       2010        $9.705      $10.673         0
                                                                       2011       $10.673      $10.317         0
                                                                       2012       $10.317      $10.990         0
                                                                       2013       $10.990      $14.406         0
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.505         0
                                                                       2005       $10.505      $11.209         0
                                                                       2006       $11.209      $11.998         0
                                                                       2007       $11.998      $15.338         0
                                                                       2008       $15.338       $6.204         0
                                                                       2009        $6.204       $9.143         0
                                                                       2010        $9.143      $10.587         0
                                                                       2011       $10.587       $9.426         0
                                                                       2012        $9.426      $10.621         0
                                                                       2013       $10.621      $14.008         0
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.427         0
                                                                       2008        $9.427       $5.823         0
                                                                       2009        $5.823       $7.337         0
                                                                       2010        $7.337       $8.332         0
                                                                       2011        $8.332       $7.613         0
                                                                       2012        $7.613       $8.526         0
                                                                       2013        $8.526      $10.975         0

                              126     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.665         0
                                                                2008        $9.665       $6.060         0
                                                                2009        $6.060       $7.348         0
                                                                2010        $7.348       $7.835         0
                                                                2011        $7.835       $8.009         0
                                                                2012        $8.009       $9.088         0
                                                                2013        $9.088      $11.717         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.099         0
                                                                2005       $10.099      $10.209         0
                                                                2006       $10.209      $10.654         0
                                                                2007       $10.654      $11.950         0
                                                                2008       $11.950       $8.274         0
                                                                2009        $8.274      $10.377         0
                                                                2010       $10.377      $11.519         0
                                                                2011       $11.519      $10.904         0
                                                                2012       $10.904      $11.919         0
                                                                2013       $11.919      $13.390         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.258         0
                                                                2005       $11.258      $12.792         0
                                                                2006       $12.792      $13.885         0
                                                                2007       $13.885      $15.861         0
                                                                2008       $15.861       $8.853         0
                                                                2009        $8.853      $11.681         0
                                                                2010       $11.681      $13.304         0
                                                                2011       $13.304      $12.598         0
                                                                2012       $12.598      $14.250         0
                                                                2013       $14.250      $18.176         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.715         0
                                                                2005       $10.715      $11.019         0
                                                                2006       $11.019      $12.872         0
                                                                2007       $12.872      $12.695         0
                                                                2008       $12.695       $7.071         0
                                                                2009        $7.071       $8.945         0
                                                                2010        $8.945      $10.012         0
                                                                2011       $10.012       $9.817         0
                                                                2012        $9.817      $11.191         0
                                                                2013       $11.191      $13.934         0

                              127     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.695         0
                                                                   2005        $9.695       $9.964         0
                                                                   2006        $9.964      $10.343         0
                                                                   2007       $10.343      $12.759         0
                                                                   2008       $12.759       $6.547         0
                                                                   2009        $6.547       $8.161         0
                                                                   2010        $8.161       $9.845         0
                                                                   2011        $9.845       $9.587         0
                                                                   2012        $9.587      $10.682         0
                                                                   2013       $10.682      $14.150         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.545         0
                                                                   2005       $10.545      $10.740         0
                                                                   2006       $10.740      $12.076         0
                                                                   2007       $12.076      $12.370         0
                                                                   2008       $12.370       $7.571         0
                                                                   2009        $7.571       $9.313         0
                                                                   2010        $9.313      $10.408         0
                                                                   2011       $10.408      $10.318         0
                                                                   2012       $10.318      $11.620         0
                                                                   2013       $11.620      $14.930         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.097         0
                                                                   2005       $10.097      $10.022         0
                                                                   2006       $10.022      $10.166         0
                                                                   2007       $10.166      $10.305         0
                                                                   2008       $10.305       $9.689         0
                                                                   2009        $9.689      $10.897         0
                                                                   2010       $10.897      $11.415         0
                                                                   2011       $11.415      $11.902         0
                                                                   2012       $11.902      $12.241         0
                                                                   2013       $12.241      $11.676         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.850         0
                                                                   2005        $9.850       $9.861         0
                                                                   2006        $9.861      $10.049         0
                                                                   2007       $10.049      $10.272         0
                                                                   2008       $10.272      $10.282         0
                                                                   2009       $10.282      $10.062         0
                                                                   2010       $10.062       $9.808         0
                                                                   2011        $9.808       $9.554         0
                                                                   2012        $9.554       $9.306         0
                                                                   2013        $9.306       $9.065         0

                              128     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.805         0
                                                                 2005       $10.805      $12.502         0
                                                                 2006       $12.502      $14.342         0
                                                                 2007       $14.342      $16.349         0
                                                                 2008       $16.349       $8.923         0
                                                                 2009        $8.923      $10.970         0
                                                                 2010       $10.970      $12.056         0
                                                                 2011       $12.056       $9.707         0
                                                                 2012        $9.707      $11.380         0
                                                                 2013       $11.380      $14.429         0
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.477         0
                                                                 2005       $10.477      $11.604         0
                                                                 2006       $11.604      $12.590         0
                                                                 2007       $12.590      $15.050         0
                                                                 2008       $15.050       $8.687         0
                                                                 2009        $8.687      $10.771         0
                                                                 2010       $10.771      $11.667         0
                                                                 2011       $11.667      $10.618         0
                                                                 2012       $10.618      $10.800         0
                                                                 2013       $10.800      $12.355         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $8.734         0
                                                                 2013        $8.734      $11.892         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.184         0
                                                                 2005       $10.184      $10.771         0
                                                                 2006       $10.771      $11.127         0
                                                                 2007       $11.127      $12.108         0
                                                                 2008       $12.108       $6.766         0
                                                                 2009        $6.766       $7.955         0
                                                                 2010        $7.955       $8.927         0
                                                                 2011        $8.927       $7.989         0
                                                                 2012        $7.989       $9.136         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.708         0
                                                                 2007       $10.708      $11.250         0
                                                                 2008       $11.250       $7.634         0
                                                                 2009        $7.634       $9.517         0
                                                                 2010        $9.517      $10.127         0
                                                                 2011       $10.127       $9.835         0
                                                                 2012        $9.835      $10.883         0
                                                                 2013       $10.883      $13.667         0

                              129     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                       2011       $10.000      $11.043         0
                                                                       2012       $11.043      $10.994         0
                                                                       2013       $10.994      $10.403         0
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                       2004       $10.000      $10.955         0
                                                                       2005       $10.955      $11.708         0
                                                                       2006       $11.708      $13.227         0
                                                                       2007       $13.227      $13.206         0
                                                                       2008       $13.206       $8.719         0
                                                                       2009        $8.719      $10.540         0
                                                                       2010       $10.540      $11.518         0
                                                                       2011       $11.518      $10.965         0
                                                                       2012       $10.965      $12.212         0
                                                                       2013       $12.212      $15.911         0
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                       2004       $10.000      $10.862         0
                                                                       2005       $10.862      $11.349         0
                                                                       2006       $11.349      $12.269         0
                                                                       2007       $12.269      $13.058         0
                                                                       2008       $13.058       $9.070         0
                                                                       2009        $9.070      $11.472         0
                                                                       2010       $11.472      $12.713         0
                                                                       2011       $12.713      $11.578         0
                                                                       2012       $11.578      $12.474         0
                                                                       2013       $12.474      $15.608         0
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--SERIES II
                                                                       2004       $10.000      $10.984         0
                                                                       2005       $10.984      $11.888         0
                                                                       2006       $11.888      $12.149         0
                                                                       2007       $12.149      $13.914         0
                                                                       2008       $13.914       $7.205         0
                                                                       2009        $7.205      $10.974         0
                                                                       2010       $10.974      $13.604         0
                                                                       2011       $13.604      $12.010         0
                                                                       2012       $12.010      $13.057         0
                                                                       2013       $13.057      $17.373         0

                              130     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.621         0
                                                                       2005       $10.621      $10.907         0
                                                                       2006       $10.907      $12.000         0
                                                                       2007       $12.000      $11.845         0
                                                                       2008       $11.845       $5.549         0
                                                                       2009        $5.549       $7.984         0
                                                                       2010        $7.984       $8.317         0
                                                                       2011        $8.317       $7.826         0
                                                                       2012        $7.826       $8.968         0
                                                                       2013        $8.968      $11.641         0
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.070         0
                                                                       2005       $10.070      $10.130         0
                                                                       2006       $10.130      $10.174         0
                                                                       2007       $10.174      $10.603         0
                                                                       2008       $10.603      $10.484         0
                                                                       2009       $10.484      $10.299         0
                                                                       2010       $10.299      $10.522         0
                                                                       2011       $10.522      $10.542         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.644         0
                                                                       2009        $6.644      $11.588         0
                                                                       2010       $11.588      $14.111         0
                                                                       2011       $14.111       $9.300         0
                                                                       2012        $9.300      $10.251         0
                                                                       2013       $10.251      $11.411         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.172         0
                                                                       2005       $11.172      $11.971         0
                                                                       2006       $11.971      $13.418         0
                                                                       2007       $13.418      $14.004         0
                                                                       2008       $14.004       $9.835         0
                                                                       2009        $9.835      $12.732         0
                                                                       2010       $12.732      $14.307         0
                                                                       2011       $14.307      $13.520         0
                                                                       2012       $13.520      $14.589         0
                                                                       2013       $14.589      $17.877         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.880         0
                                                                       2006       $10.880      $12.916         0
                                                                       2007       $12.916      $11.809         0
                                                                       2008       $11.809       $7.371         0
                                                                       2009        $7.371       $6.956         0

                              131     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $10.502         0
                                                                    2005       $10.502      $11.014         0
                                                                    2006       $11.014      $11.846         0
                                                                    2007       $11.846      $12.723         0
                                                                    2008       $12.723      $10.402         0
                                                                    2009       $10.402      $12.723         0
                                                                    2010       $12.723      $13.399         0
                                                                    2011       $13.399      $13.228         0
                                                                    2012       $13.228      $14.606         0
                                                                    2013       $14.606      $17.044         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.186         0
                                                                    2005       $11.186      $11.576         0
                                                                    2006       $11.576      $13.312         0
                                                                    2007       $13.312      $15.331         0
                                                                    2008       $15.331      $14.368         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.358         0
                                                                    2005       $11.358      $12.453         0
                                                                    2006       $12.453      $13.236         0
                                                                    2007       $13.236      $17.612         0
                                                                    2008       $17.612       $9.553         0
                                                                    2009        $9.553      $13.586         0
                                                                    2010       $13.586      $14.090         0
                                                                    2011       $14.090      $12.772         0
                                                                    2012       $12.772      $15.407         0
                                                                    2013       $15.407      $19.642         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.208         0
                                                                    2005       $11.208      $12.109         0
                                                                    2006       $12.109      $13.065         0
                                                                    2007       $13.065      $13.504         0
                                                                    2008       $13.504       $8.386         0
                                                                    2009        $8.386      $10.010         0
                                                                    2010       $10.010      $10.701         0
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $14.171         0

                              132     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.529         0
                                                         2005       $10.529      $10.466         0
                                                         2006       $10.466      $11.214         0
                                                         2007       $11.214      $11.089         0
                                                         2008       $11.089       $7.705         0
                                                         2009        $7.705      $10.898         0
                                                         2010       $10.898      $12.143         0
                                                         2011       $12.143      $12.284         0
                                                         2012       $12.284      $13.691         0
                                                         2013       $13.691      $13.782         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.350         0
                                                         2005       $10.350      $10.508         0
                                                         2006       $10.508      $10.983         0
                                                         2007       $12.000      $11.845         0
                                                         2008       $11.845       $7.289         0
                                                         2009        $7.289       $9.875         0
                                                         2010        $9.875      $10.788         0
                                                         2011       $10.788      $10.546         0
                                                         2012       $10.546      $11.985         0
                                                         2013       $11.985      $15.182         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.685         0
                                                         2005       $10.685      $11.139         0
                                                         2006       $11.139      $12.227         0
                                                         2007       $10.983      $11.876         0
                                                         2008       $11.876       $8.518         0
                                                         2009        $8.518      $10.500         0
                                                         2010       $10.500      $11.339         0
                                                         2011       $11.339      $10.778         0
                                                         2012       $10.778      $12.474         0
                                                         2013       $12.474      $16.006         0
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.830         0
                                                         2005        $9.830      $10.057         0
                                                         2006       $10.057      $11.063         0
                                                         2007       $11.063      $11.016         0
                                                         2008       $11.016       $6.489         0
                                                         2009        $6.489      $10.297         0
                                                         2010       $10.297      $13.634         0
                                                         2011       $13.634      $11.886         0
                                                         2012       $11.886      $13.996         0
                                                         2013       $13.996      $19.252         0

                              133     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.659         0
                                                                      2005       $10.659      $10.652         0
                                                                      2006       $10.652      $11.582         0
                                                                      2007       $11.582      $11.723         0
                                                                      2008       $11.723       $8.870         0
                                                                      2009        $8.870      $10.170         0
                                                                      2010       $10.170      $10.860         0
                                                                      2011       $10.860      $10.746         0
                                                                      2012       $10.746      $11.610         0
                                                                      2013       $11.610      $13.428         0
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.046         0
                                                                      2005       $11.046      $11.455         0
                                                                      2006       $11.455      $13.447         0
                                                                      2007       $13.447      $14.090         0
                                                                      2008       $14.090       $9.229         0
                                                                      2009        $9.229      $11.008         0
                                                                      2010       $11.008      $11.924         0
                                                                      2011       $11.924      $11.561         0
                                                                      2012       $11.561      $13.048         0
                                                                      2013       $13.048      $17.233         0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--SERVICE
 SHARES
                                                                      2005       $10.000      $11.623         0
                                                                      2006       $11.623      $11.627         0
                                                                      2007       $11.627      $12.007         0
                                                                      2008       $12.007       $5.939         0
                                                                      2009        $5.939       $7.651         0
                                                                      2010        $7.651       $9.476         0
                                                                      2011        $9.476       $9.308         0
                                                                      2012        $9.308      $10.530         0
                                                                      2013       $10.530      $13.911         0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.259         0
                                                                      2005       $11.259      $12.509         0
                                                                      2006       $12.509      $14.301         0
                                                                      2007       $14.301      $14.774         0
                                                                      2008       $14.774       $8.586         0
                                                                      2009        $8.586      $11.653         0
                                                                      2010       $11.653      $13.133         0
                                                                      2011       $13.133      $11.701         0
                                                                      2012       $11.701      $13.784         0
                                                                      2013       $13.784      $17.050         0

                              134     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.193         0
                                                                     2005       $11.193      $11.962         0
                                                                     2006       $11.962      $13.360         0
                                                                     2007       $13.360      $12.830         0
                                                                     2008       $12.830       $7.747         0
                                                                     2009        $7.747      $10.328         0
                                                                     2010       $10.328      $12.379         0
                                                                     2011       $12.379      $11.770         0
                                                                     2012       $11.770      $13.489         0
                                                                     2013       $13.489      $18.476         0
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.262         0
                                                                     2005       $10.262      $10.511         0
                                                                     2006       $10.511      $10.462         0
                                                                     2007       $10.462      $10.559         0
                                                                     2008       $10.559      $10.039         0
                                                                     2009       $10.039      $11.307         0
                                                                     2010       $11.307      $11.949         0
                                                                     2011       $11.949      $12.427         0
                                                                     2012       $12.427      $13.416         0
                                                                     2013       $13.416      $13.133         0
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.844         0
                                                                     2005        $9.844       $9.854         0
                                                                     2006        $9.854      $10.042         0
                                                                     2007       $10.042      $10.257         0
                                                                     2008       $10.257      $10.215         0
                                                                     2009       $10.215       $9.961         0
                                                                     2010        $9.961       $9.706         0
                                                                     2011        $9.706       $9.460         0
                                                                     2012        $9.460       $9.219         0
                                                                     2013        $9.219       $8.985         0
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.474         0
                                                                     2005       $10.474      $10.415         0
                                                                     2006       $10.415      $10.217         0
                                                                     2007       $10.217      $11.013         0
                                                                     2008       $11.013       $9.971         0
                                                                     2009        $9.971      $11.498         0
                                                                     2010       $11.498      $12.108         0
                                                                     2011       $12.108      $13.171         0
                                                                     2012       $13.171      $13.951         0
                                                                     2013       $13.951      $12.335         0

                              135     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.164         0
                                                         2005       $10.164      $10.142         0
                                                         2006       $10.142      $10.260         0
                                                         2007       $10.260      $10.868         0
                                                         2008       $10.868      $11.096         0
                                                         2009       $11.096      $12.328         0
                                                         2010       $12.328      $12.982         0
                                                         2011       $12.982      $13.102         0
                                                         2012       $13.102      $13.985         0
                                                         2013       $13.985      $13.354         0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.713         0
                                                         2005       $10.713      $10.721         0
                                                         2006       $10.721      $11.571         0
                                                         2007       $11.571      $10.768         0
                                                         2008       $10.768       $7.218         0
                                                         2009        $7.218       $6.936         0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.099         0
                                                         2005       $11.099      $10.322         0
                                                         2006       $10.322      $11.198         0
                                                         2007       $11.198      $11.595         0
                                                         2008       $11.595      $10.470         0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.369         0
                                                         2005       $10.369      $10.670         0
                                                         2006       $10.670      $11.362         0
                                                         2007       $11.362      $12.447         0
                                                         2008       $12.447       $6.953         0
                                                         2009        $6.953       $9.602         0
                                                         2010        $9.602      $10.849         0
                                                         2011       $10.849      $10.711         0
                                                         2012       $10.711      $12.300         0
                                                         2013       $12.300      $16.875         0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $10.978         0
                                                         2005       $10.978      $11.089         0
                                                         2006       $11.089      $12.815         0
                                                         2007       $12.815      $12.858         0
                                                         2008       $12.858       $7.982         0
                                                         2009        $7.982       $9.737         0
                                                         2010        $9.737      $10.882         0
                                                         2011       $10.882      $10.492         0
                                                         2012       $10.492      $11.948         0
                                                         2013       $11.948      $15.059         0

                              136     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION ELITE
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.5

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.263         0
                                                        2005       $10.263      $11.545         0
                                                        2006       $11.545      $11.674         0
                                                        2007       $11.674      $13.832         0
                                                        2008       $13.832       $6.824         0
                                                        2009        $6.824      $10.976         0
                                                        2010       $10.976      $13.108         0
                                                        2011       $13.108      $12.380         0
                                                        2012       $12.380      $13.752         0
                                                        2013       $13.752      $19.787         0
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.705         0
                                                        2005       $12.705      $14.448         0
                                                        2006       $14.448      $19.375         0
                                                        2007       $19.375      $15.610         0
                                                        2008       $15.610       $9.417         0
                                                        2009        $9.417      $11.785         0
                                                        2010       $11.785      $14.869         0
                                                        2011       $14.869      $15.303         0
                                                        2012       $15.303      $17.233         0
                                                        2013       $17.233      $17.079         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $11.966         0
                                                        2005       $11.966      $15.386         0
                                                        2006       $15.386      $20.905         0
                                                        2007       $20.905      $28.017         0
                                                        2008       $28.017       $9.610         0
                                                        2009        $9.610      $19.955         0
                                                        2010       $19.955      $24.654         0
                                                        2011       $24.654      $17.833         0
                                                        2012       $17.833      $22.545         0
                                                        2013       $22.545      $24.599         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.311         0
                                                        2005       $12.311      $18.189         0
                                                        2006       $18.189      $22.057         0
                                                        2007       $22.057      $31.224         0
                                                        2008       $31.224      $16.383         0
                                                        2009       $16.383      $25.138         0
                                                        2010       $25.138      $31.644         0
                                                        2011       $31.644      $25.752         0
                                                        2012       $25.752      $25.930         0
                                                        2013       $25.930      $27.916         0

                              137     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.200       27,034
                                                                       2005       $10.200      $11.464       85,491
                                                                       2006       $11.464      $13.427      127,011
                                                                       2007       $13.427      $17.606      140,144
                                                                       2008       $17.606       $9.487      131,667
                                                                       2009        $9.487      $14.074      104,489
                                                                       2010       $14.074      $15.744      103,711
                                                                       2011       $15.744      $15.404       88,456
                                                                       2012       $15.404      $17.877       81,631
                                                                       2013       $17.877      $23.724       54,094
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.084      162,285
                                                                       2005       $10.084      $11.091      310,193
                                                                       2006       $11.091      $11.455      291,942
                                                                       2007       $11.455      $13.491      242,972
                                                                       2008       $13.491       $7.133      252,657
                                                                       2009        $7.133      $10.340      217,489
                                                                       2010       $10.340      $11.494      189,088
                                                                       2011       $11.494      $11.230      139,411
                                                                       2012       $11.230      $12.092       96,100
                                                                       2013       $12.092      $16.021       67,839
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.608      133,976
                                                                       2005       $10.608      $11.441      327,548
                                                                       2006       $11.441      $12.377      436,382
                                                                       2007       $12.377      $15.995      397,229
                                                                       2008       $15.995       $6.539      448,194
                                                                       2009        $6.539       $9.741      382,540
                                                                       2010        $9.741      $11.401      312,036
                                                                       2011       $11.401      $10.261      265,823
                                                                       2012       $10.261      $11.686      212,330
                                                                       2013       $11.686      $15.578      166,426
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.496       77,930
                                                                       2008        $9.496       $5.929       78,084
                                                                       2009        $5.929       $7.551       64,493
                                                                       2010        $7.551       $8.668       54,410
                                                                       2011        $8.668       $8.005       41,829
                                                                       2012        $8.005       $9.061       35,482
                                                                       2013        $9.061      $11.790       29,999

                              139     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.735       115,189
                                                                2008        $9.735       $6.170        84,142
                                                                2009        $6.170       $7.563        69,529
                                                                2010        $7.563       $8.150        65,270
                                                                2011        $8.150       $8.421        57,030
                                                                2012        $8.421       $9.659        42,202
                                                                2013        $9.659      $12.587        36,017
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.198        99,090
                                                                2005       $10.198      $10.420       153,559
                                                                2006       $10.420      $10.991       196,893
                                                                2007       $10.991      $12.461       181,005
                                                                2008       $12.461       $8.722       200,576
                                                                2009        $8.722      $11.056       174,938
                                                                2010       $11.056      $12.405       162,655
                                                                2011       $12.405      $11.869       131,291
                                                                2012       $11.869      $13.114        97,344
                                                                2013       $13.114      $14.892        74,318
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.368       162,203
                                                                2005       $11.368      $13.056       636,774
                                                                2006       $13.056      $14.324     1,038,503
                                                                2007       $14.324      $16.540       915,580
                                                                2008       $16.540       $9.332     1,036,462
                                                                2009        $9.332      $12.446       860,886
                                                                2010       $12.446      $14.327       791,650
                                                                2011       $14.327      $13.713       685,524
                                                                2012       $13.713      $15.679       547,018
                                                                2013       $15.679      $20.213       419,146
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.820       264,960
                                                                2005       $10.820      $11.246       642,154
                                                                2006       $11.246      $13.279       914,542
                                                                2007       $13.279      $13.239       882,993
                                                                2008       $13.239       $7.453       958,622
                                                                2009        $7.453       $9.531       838,502
                                                                2010        $9.531      $10.783       770,594
                                                                2011       $10.783      $10.685       663,554
                                                                2012       $10.685      $12.314       562,960
                                                                2013       $12.314      $15.496       416,246

                              140     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.971        95,874
                                                                   2005        $9.791      $10.170       162,979
                                                                   2006       $10.170      $10.671       179,143
                                                                   2007       $10.671      $13.305       176,462
                                                                   2008       $13.305       $6.902       239,711
                                                                   2009        $6.902       $8.695       226,398
                                                                   2010        $8.695      $10.603       196,977
                                                                   2011       $10.603      $10.435       163,363
                                                                   2012       $10.435      $11.753       121,700
                                                                   2013       $11.753      $15.736        95,517
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.648       357,590
                                                                   2005       $10.648      $10.961     1,013,570
                                                                   2006       $10.961      $12.458     1,364,532
                                                                   2007       $12.458      $12.899     1,221,783
                                                                   2008       $12.899       $7.980     1,372,538
                                                                   2009        $7.980       $9.923     1,179,069
                                                                   2010        $9.923      $11.208     1,056,165
                                                                   2011       $11.208      $11.232       897,385
                                                                   2012       $11.232      $12.785       718,378
                                                                   2013       $12.785      $16.604       526,001
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.196       362,442
                                                                   2005       $10.196      $10.229       877,078
                                                                   2006       $10.229      $10.487     1,278,546
                                                                   2007       $10.487      $10.746     1,490,496
                                                                   2008       $10.746      $10.213     1,404,977
                                                                   2009       $10.213      $11.610     1,239,977
                                                                   2010       $11.610      $12.293     1,143,680
                                                                   2011       $12.293      $12.954       962,082
                                                                   2012       $12.954      $13.468       788,124
                                                                   2013       $13.468      $12.985       587,576
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.947       499,789
                                                                   2005        $9.947      $10.065     1,298,309
                                                                   2006       $10.065      $10.367     1,929,547
                                                                   2007       $10.367      $10.712     1,860,555
                                                                   2008       $10.712      $10.838     2,312,870
                                                                   2009       $10.838      $10.720     1,916,252
                                                                   2010       $10.720      $10.562     1,575,490
                                                                   2011       $10.562      $10.400     1,456,478
                                                                   2012       $10.400      $10.239     1,250,130
                                                                   2013       $10.239      $10.081     1,052,425

                              141     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.911      112,867
                                                                 2005       $10.911      $12.760      307,437
                                                                 2006       $12.760      $14.796      827,908
                                                                 2007       $14.796      $17.049      807,662
                                                                 2008       $17.049       $9.406      916,161
                                                                 2009        $9.406      $11.688      807,903
                                                                 2010       $11.688      $12.983      685,772
                                                                 2011       $12.983      $10.566      691,059
                                                                 2012       $10.566      $12.521      571,559
                                                                 2013       $12.521      $16.046      450,554
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.579        9,293
                                                                 2005       $10.579      $11.844       42,301
                                                                 2006       $11.844      $12.989       96,320
                                                                 2007       $12.989      $15.694      104,063
                                                                 2008       $15.694       $9.157      117,641
                                                                 2009        $9.157      $11.475      103,531
                                                                 2010       $11.475      $12.564       89,854
                                                                 2011       $12.564      $11.558       85,709
                                                                 2012       $11.558      $11.882       72,991
                                                                 2013       $11.882      $13.741       58,754
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $9.610       70,498
                                                                 2013        $9.610      $13.226       48,636
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.284       25,081
                                                                 2005       $10.284      $10.994       74,461
                                                                 2006       $10.994      $11.479      125,960
                                                                 2007       $11.479      $12.626      110,380
                                                                 2008       $12.626       $7.132      125,423
                                                                 2009        $7.132       $8.476      104,680
                                                                 2010        $8.476       $9.613       90,374
                                                                 2011        $9.613       $8.697       82,747
                                                                 2012        $8.697       $9.980            0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.785      274,689
                                                                 2007       $10.785      $11.454      276,101
                                                                 2008       $11.454       $7.857      288,185
                                                                 2009        $7.857       $9.900      241,788
                                                                 2010        $9.900      $10.648      206,986
                                                                 2011       $10.648      $10.452      176,338
                                                                 2012       $10.452      $11.691      158,457
                                                                 2013       $11.691      $14.840      130,436

                              142     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                       2011       $10.000      $12.020      316,576
                                                                       2012       $12.020      $12.096      290,657
                                                                       2013       $12.096      $11.569      202,678
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                       2004       $10.000      $11.063      187,532
                                                                       2005       $11.063      $11.950      597,525
                                                                       2006       $11.950      $13.645      965,056
                                                                       2007       $13.645      $13.771      913,686
                                                                       2008       $13.771       $9.191      900,825
                                                                       2009        $9.191      $11.230      788,311
                                                                       2010       $11.230      $12.403      688,083
                                                                       2011       $12.403      $11.935      595,214
                                                                       2012       $11.935      $13.436      476,292
                                                                       2013       $13.436      $17.694      331,949
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                       2004       $10.000      $10.968      184,194
                                                                       2005       $10.968      $11.584      295,988
                                                                       2006       $11.584      $12.657      442,279
                                                                       2007       $12.657      $13.617      404,724
                                                                       2008       $13.617       $9.561      420,218
                                                                       2009        $9.561      $12.223      365,382
                                                                       2010       $12.223      $13.691      354,072
                                                                       2011       $13.691      $12.603      317,651
                                                                       2012       $12.603      $13.724      237,613
                                                                       2013       $13.724      $17.358      169,959
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--SERIES II
                                                                       2004       $10.000      $11.091       21,341
                                                                       2005       $11.091      $12.133       28,367
                                                                       2006       $12.133      $12.534       38,306
                                                                       2007       $12.534      $14.510       38,611
                                                                       2008       $14.510       $7.594       49,182
                                                                       2009        $7.594      $11.692       81,540
                                                                       2010       $11.692      $14.650       83,826
                                                                       2011       $14.650      $13.073       74,716
                                                                       2012       $13.073      $14.367       43,857
                                                                       2013       $14.367      $19.321       29,770

                              143     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.725      168,023
                                                                       2005       $10.725      $11.133      344,954
                                                                       2006       $11.133      $12.379      418,263
                                                                       2007       $12.379      $12.352      293,495
                                                                       2008       $12.352       $5.849      426,442
                                                                       2009        $5.849       $8.507      343,201
                                                                       2010        $8.507       $8.957      319,363
                                                                       2011        $8.957       $8.519      281,990
                                                                       2012        $8.519       $9.867      201,378
                                                                       2013        $9.867      $12.946      126,948
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.169      196,904
                                                                       2005       $10.169      $10.339      330,133
                                                                       2006       $10.339      $10.496      394,113
                                                                       2007       $10.496      $11.057      382,399
                                                                       2008       $11.057      $11.051      541,227
                                                                       2009       $11.051      $10.973      477,547
                                                                       2010       $10.973      $11.331      471,942
                                                                       2011       $11.331      $11.392            0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $7.003      153,801
                                                                       2009        $7.003      $12.347      149,089
                                                                       2010       $12.347      $15.197      152,251
                                                                       2011       $15.197      $10.123      158,712
                                                                       2012       $10.123      $11.279      100,717
                                                                       2013       $11.279      $12.691       73,848
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.282      130,218
                                                                       2005       $11.282      $12.219      435,715
                                                                       2006       $12.219      $13.842      636,948
                                                                       2007       $13.842      $14.604      603,783
                                                                       2008       $14.604      $10.366      628,536
                                                                       2009       $10.366      $13.565      498,879
                                                                       2010       $13.565      $15.407      458,370
                                                                       2011       $15.407      $14.716      389,734
                                                                       2012       $14.716      $16.051      290,229
                                                                       2013       $16.051      $19.881      234,824
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.959       52,116
                                                                       2006       $10.959      $13.149      208,907
                                                                       2007       $13.149      $12.153      204,185
                                                                       2008       $12.153       $7.667      200,043
                                                                       2009        $7.667       $7.261            0

                              144     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $10.605      110,575
                                                                    2005       $10.605      $11.241      317,819
                                                                    2006       $11.241      $12.220      474,671
                                                                    2007       $12.220      $13.267      419,411
                                                                    2008       $13.267      $10.964      387,556
                                                                    2009       $10.964      $13.555      378,329
                                                                    2010       $13.555      $14.429      330,052
                                                                    2011       $14.429      $14.398      275,246
                                                                    2012       $14.398      $16.070      226,957
                                                                    2013       $16.070      $18.954      172,344
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.296       17,349
                                                                    2005       $11.296      $11.815       78,760
                                                                    2006       $11.815      $13.733      125,898
                                                                    2007       $13.733      $15.987      130,612
                                                                    2008       $15.987      $15.037            0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.470       29,307
                                                                    2005       $11.470      $12.710      109,414
                                                                    2006       $12.710      $13.654      160,923
                                                                    2007       $13.654      $18.366      194,043
                                                                    2008       $18.366      $10.069      230,987
                                                                    2009       $10.069      $14.475      199,558
                                                                    2010       $14.475      $15.174      172,341
                                                                    2011       $15.174      $13.902      146,080
                                                                    2012       $13.902      $16.952      118,380
                                                                    2013       $16.952      $21.844       70,817
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.318       47,209
                                                                    2005       $11.318      $12.359      136,370
                                                                    2006       $12.359      $13.478      168,301
                                                                    2007       $13.478      $14.082      157,185
                                                                    2008       $14.082       $8.839      156,723
                                                                    2009        $8.839      $10.665      133,212
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $15.759      158,197

                              145     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.632      173,571
                                                         2005       $10.632      $10.682      363,031
                                                         2006       $10.682      $11.568      409,143
                                                         2007       $11.568      $11.563      406,241
                                                         2008       $11.563       $8.121      391,449
                                                         2009        $8.121      $11.611      306,693
                                                         2010       $11.611      $13.077      294,022
                                                         2011       $13.077      $13.371      273,293
                                                         2012       $13.371      $15.063      228,130
                                                         2013       $15.063      $15.265            0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.452       27,908
                                                         2005       $10.452      $10.725      288,901
                                                         2006       $10.725      $11.331      530,447
                                                         2007       $11.331      $12.384      487,942
                                                         2008       $12.384       $7.683      536,714
                                                         2009        $7.683      $10.521      428,012
                                                         2010       $10.521      $11.617      388,447
                                                         2011       $11.617      $11.480      336,778
                                                         2012       $11.480      $13.187      273,676
                                                         2013       $13.187      $16.884      204,575
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.790       31,444
                                                         2005       $10.790      $11.369       69,837
                                                         2006       $11.369      $12.614       75,414
                                                         2007       $12.614      $13.663       71,252
                                                         2008       $13.663       $8.978       89,673
                                                         2009        $8.978      $11.187       85,026
                                                         2010       $11.187      $12.212       69,448
                                                         2011       $12.212      $11.732       62,992
                                                         2012       $11.732      $13.725       52,324
                                                         2013       $13.725      $17.801       35,957
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.926       79,708
                                                         2005        $9.926      $10.265      115,243
                                                         2006       $10.265      $11.413      143,917
                                                         2007       $11.413      $11.488      133,227
                                                         2008       $11.488       $6.840      145,739
                                                         2009        $6.840      $10.971      134,171
                                                         2010       $10.971      $14.683      134,012
                                                         2011       $14.683      $12.939      122,440
                                                         2012       $12.939      $15.400       83,911
                                                         2013       $15.400      $21.410       77,443

                              146     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.763      270,271
                                                                      2005       $10.763      $10.872      649,848
                                                                      2006       $10.872      $11.948      786,417
                                                                      2007       $11.948      $12.225      733,113
                                                                      2008       $12.225       $9.349      623,702
                                                                      2009        $9.349      $10.836      575,285
                                                                      2010       $10.836      $11.695      513,670
                                                                      2011       $11.695      $11.697      443,345
                                                                      2012       $11.697      $12.774      341,459
                                                                      2013       $12.774      $14.933      288,713
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.154       52,533
                                                                      2005       $11.154      $11.692      155,911
                                                                      2006       $11.692      $13.872      185,240
                                                                      2007       $13.872      $14.693      178,813
                                                                      2008       $14.693       $9.728      218,888
                                                                      2009        $9.728      $11.728      183,765
                                                                      2010       $11.728      $12.841      196,581
                                                                      2011       $12.841      $12.584      179,027
                                                                      2012       $12.584      $14.356      109,358
                                                                      2013       $14.356      $19.164       83,721
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                      2005       $10.000      $11.707       31,034
                                                                      2006       $11.707      $11.837       86,941
                                                                      2007       $11.837      $12.356       79,497
                                                                      2008       $12.356       $6.178       88,007
                                                                      2009        $6.178       $8.044       77,979
                                                                      2010        $8.044      $10.071       77,409
                                                                      2011       $10.071       $9.998       78,447
                                                                      2012        $9.998      $11.434       69,630
                                                                      2013       $11.434      $15.267       60,472
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.369      135,685
                                                                      2005       $11.369      $12.767      311,510
                                                                      2006       $12.767      $14.753      416,951
                                                                      2007       $14.753      $15.406      390,850
                                                                      2008       $15.406       $9.050      394,574
                                                                      2009        $9.050      $12.416      321,152
                                                                      2010       $12.416      $14.143      280,674
                                                                      2011       $14.143      $12.737      253,922
                                                                      2012       $12.737      $15.166      203,828
                                                                      2013       $15.166      $18.961      154,977

                              147     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.303       148,467
                                                                     2005       $11.303      $12.209       444,920
                                                                     2006       $12.209      $13.782       658,435
                                                                     2007       $13.782      $13.379       616,978
                                                                     2008       $13.379       $8.165       662,016
                                                                     2009        $8.165      $11.004       576,312
                                                                     2010       $11.004      $13.331       470,789
                                                                     2011       $13.331      $12.812       400,433
                                                                     2012       $12.812      $14.842       329,397
                                                                     2013       $14.842      $20.548       262,728
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.363        72,884
                                                                     2005       $10.363      $10.728       336,138
                                                                     2006       $10.728      $10.793       524,188
                                                                     2007       $10.793      $11.011       473,852
                                                                     2008       $11.011      $10.582       431,280
                                                                     2009       $10.582      $12.047       415,232
                                                                     2010       $12.047      $12.868       419,495
                                                                     2011       $12.868      $13.526       346,787
                                                                     2012       $13.526      $14.760       306,129
                                                                     2013       $14.760      $14.605       250,415
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.941       306,156
                                                                     2005        $9.941      $10.057       529,839
                                                                     2006       $10.057      $10.359       727,162
                                                                     2007       $10.359      $10.696       706,907
                                                                     2008       $10.696      $10.767       859,497
                                                                     2009       $10.767      $10.612       907,129
                                                                     2010       $10.612      $10.453       852,225
                                                                     2011       $10.453      $10.297       840,060
                                                                     2012       $10.297      $10.144       627,157
                                                                     2013       $10.144       $9.993       504,746
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.577       266,929
                                                                     2005       $10.577      $10.630       855,244
                                                                     2006       $10.630      $10.540     1,126,346
                                                                     2007       $10.540      $11.484     1,038,569
                                                                     2008       $11.484      $10.510     1,164,877
                                                                     2009       $10.510      $12.250       983,651
                                                                     2010       $12.250      $13.039       897,156
                                                                     2011       $13.039      $14.336       786,960
                                                                     2012       $14.336      $15.349       687,658
                                                                     2013       $15.349      $13.718       465,157

                              148     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.264       326,918
                                                         2005       $10.264      $10.352       781,636
                                                         2006       $10.352      $10.585     1,399,499
                                                         2007       $10.585      $11.333     1,362,786
                                                         2008       $11.333      $11.695     1,498,179
                                                         2009       $11.695      $13.134     1,507,227
                                                         2010       $13.134      $13.980     1,377,334
                                                         2011       $13.980      $14.261     1,279,562
                                                         2012       $14.261      $15.386     1,062,330
                                                         2013       $15.386      $14.851       772,482
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.790        49,506
                                                         2005       $10.790      $10.914        88,648
                                                         2006       $10.914      $11.906       102,842
                                                         2007       $11.906      $11.200       100,376
                                                         2008       $11.200       $7.589        91,560
                                                         2009        $7.589       $7.317             0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.208        99,659
                                                         2005       $11.208      $10.535       156,525
                                                         2006       $10.535      $11.552       181,544
                                                         2007       $11.552      $12.091       133,825
                                                         2008       $12.091      $10.924             0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.470       118,706
                                                         2005       $10.470      $10.890       568,834
                                                         2006       $10.890      $11.722     1,046,476
                                                         2007       $11.722      $12.980       921,017
                                                         2008       $12.980       $7.329     1,076,189
                                                         2009        $7.329      $10.230       850,454
                                                         2010       $10.230      $11.683       736,797
                                                         2011       $11.683      $11.659       644,527
                                                         2012       $11.659      $13.533       548,267
                                                         2013       $13.533      $18.767       405,540
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $11.086       386,880
                                                         2005       $11.086      $11.318     1,352,680
                                                         2006       $11.318      $13.221     1,710,177
                                                         2007       $13.221      $13.409     1,570,162
                                                         2008       $13.409       $8.413     1,608,523
                                                         2009        $8.413      $10.374     1,377,891
                                                         2010       $10.374      $11.719     1,195,528
                                                         2011       $11.719      $11.421     1,031,213
                                                         2012       $11.421      $13.146       823,514
                                                         2013       $13.146      $16.748       595,171

                              149     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

     ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
                        FOR EACH VARIABLE SUB-ACCOUNT*

                                      LOW

                          MORTALITY & EXPENSE = 1.45

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.364       43,290
                                                        2005       $10.364      $11.783      100,577
                                                        2006       $11.783      $12.043      118,076
                                                        2007       $12.043      $14.424      101,174
                                                        2008       $14.424       $7.193      110,041
                                                        2009        $7.193      $11.694       91,860
                                                        2010       $11.694      $14.116       75,917
                                                        2011       $14.116      $13.475       61,271
                                                        2012       $13.475      $15.130       43,733
                                                        2013       $15.130      $22.005       33,018
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.829      290,164
                                                        2005       $12.829      $14.747      680,199
                                                        2006       $14.747      $19.988      844,038
                                                        2007       $19.988      $16.278      713,922
                                                        2008       $16.278       $9.926      725,507
                                                        2009        $9.926      $12.557      582,988
                                                        2010       $12.557      $16.013      449,938
                                                        2011       $16.013      $16.658      391,905
                                                        2012       $16.658      $18.961      306,501
                                                        2013       $18.961      $18.994      248,646
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.083       16,416
                                                        2005       $12.083      $15.703      107,894
                                                        2006       $15.703      $21.566      197,437
                                                        2007       $21.566      $29.216      217,317
                                                        2008       $29.216      $10.130      178,770
                                                        2009       $10.130      $21.260      178,220
                                                        2010       $21.260      $26.549      152,306
                                                        2011       $26.549      $19.411      116,500
                                                        2012       $19.411      $24.805       83,350
                                                        2013       $24.805      $27.356       66,803
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.432       30,408
                                                        2005       $12.432      $18.565      144,710
                                                        2006       $18.565      $22.754      196,815
                                                        2007       $22.754      $32.560      208,194
                                                        2008       $32.560      $17.269      189,943
                                                        2009       $17.269      $26.783      172,839
                                                        2010       $26.783      $34.077      146,787
                                                        2011       $34.077      $28.030      117,868
                                                        2012       $28.030      $28.529       92,607
                                                        2013       $28.529      $31.046       66,782

                              150     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.115          0
                                                                       2005       $10.115      $11.265          0
                                                                       2006       $11.265      $13.074          0
                                                                       2007       $13.074      $16.985          0
                                                                       2008       $16.985       $9.069          0
                                                                       2009        $9.069      $13.331          0
                                                                       2010       $13.331      $14.776          0
                                                                       2011       $14.776      $14.325          0
                                                                       2012       $14.325      $16.473          0
                                                                       2013       $16.473      $21.660          0
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.000          0
                                                                       2005       $10.000      $10.899          0
                                                                       2006       $10.899      $11.154          0
                                                                       2007       $11.154      $13.015          0
                                                                       2008       $13.015       $6.818        626
                                                                       2009        $6.818       $9.794          0
                                                                       2010        $9.794      $10.787          0
                                                                       2011       $10.787      $10.443          0
                                                                       2012       $10.443      $11.142          0
                                                                       2013       $11.142      $14.627          0
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.520          0
                                                                       2005       $10.520      $11.242          0
                                                                       2006       $11.242      $12.051          0
                                                                       2007       $12.051      $15.431          0
                                                                       2008       $15.431       $6.251          0
                                                                       2009        $6.251       $9.226          0
                                                                       2010        $9.226      $10.700          0
                                                                       2011       $10.700       $9.542          0
                                                                       2012        $9.542      $10.768          0
                                                                       2013       $10.768      $14.223          0
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.436          0
                                                                       2008        $9.436       $5.838          0
                                                                       2009        $5.838       $7.367          0
                                                                       2010        $7.367       $8.380          0
                                                                       2011        $8.380       $7.668          0
                                                                       2012        $7.668       $8.600          0
                                                                       2013        $8.600      $11.088          0

                              152     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.675           0
                                                                2008        $9.675       $6.075           0
                                                                2009        $6.075       $7.379           0
                                                                2010        $7.379       $7.879           0
                                                                2011        $7.879       $8.067           0
                                                                2012        $8.067       $9.168           0
                                                                2013        $9.168      $11.838           0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.113           0
                                                                2005       $10.113      $10.239           0
                                                                2006       $10.239      $10.702           0
                                                                2007       $10.702      $12.022           0
                                                                2008       $12.022       $8.337       1,129
                                                                2009        $8.337      $10.472       1,128
                                                                2010       $10.472      $11.642       1,127
                                                                2011       $11.642      $11.038       1,127
                                                                2012       $11.038      $12.084       1,078
                                                                2013       $12.084      $13.596       1,029
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.274           0
                                                                2005       $11.274      $12.829           0
                                                                2006       $12.829      $13.947           0
                                                                2007       $13.947      $15.957           0
                                                                2008       $15.957       $8.920           0
                                                                2009        $8.920      $11.788           0
                                                                2010       $11.788      $13.446           0
                                                                2011       $13.446      $12.752           0
                                                                2012       $12.752      $14.447           0
                                                                2013       $14.447      $18.455           0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.730           0
                                                                2005       $10.730      $11.051           0
                                                                2006       $11.051      $12.930           0
                                                                2007       $12.930      $12.772           0
                                                                2008       $12.772       $7.125       1,122
                                                                2009        $7.125       $9.027       1,121
                                                                2010        $9.027      $10.120       1,120
                                                                2011       $10.120       $9.937       1,120
                                                                2012        $9.937      $11.346       1,071
                                                                2013       $11.346      $14.148       1,022

                              153     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.709          0
                                                                   2005        $9.709       $9.993          0
                                                                   2006        $9.993      $10.390          0
                                                                   2007       $10.390      $12.836          0
                                                                   2008       $12.836       $6.597          0
                                                                   2009        $6.597       $8.235          0
                                                                   2010        $8.235       $9.951          0
                                                                   2011        $9.951       $9.704          0
                                                                   2012        $9.704      $10.829          0
                                                                   2013       $10.829      $14.367          0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.560          0
                                                                   2005       $10.560      $10.771          0
                                                                   2006       $10.771      $12.130          0
                                                                   2007       $12.130      $12.444          0
                                                                   2008       $12.444       $7.628          0
                                                                   2009        $7.628       $9.398          0
                                                                   2010        $9.398      $10.519          0
                                                                   2011       $10.519      $10.445          0
                                                                   2012       $10.445      $11.781          0
                                                                   2013       $11.781      $15.160          0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.112          0
                                                                   2005       $10.112      $10.051          0
                                                                   2006       $10.051      $10.211          0
                                                                   2007       $10.211      $10.367          0
                                                                   2008       $10.367       $9.763          0
                                                                   2009        $9.763      $10.997          0
                                                                   2010       $10.997      $11.537          0
                                                                   2011       $11.537      $12.047          0
                                                                   2012       $12.047      $12.410          0
                                                                   2013       $12.410      $11.855          0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.864          0
                                                                   2005        $9.864       $9.890          0
                                                                   2006        $9.890      $10.095          0
                                                                   2007       $10.095      $10.334          0
                                                                   2008       $10.334      $10.360        408
                                                                   2009       $10.360      $10.154          0
                                                                   2010       $10.154       $9.912          0
                                                                   2011        $9.912       $9.671          0
                                                                   2012        $9.671       $9.435          0
                                                                   2013        $9.435       $9.204          0

                              154     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.820          0
                                                                 2005       $10.820      $12.539          0
                                                                 2006       $12.539      $14.406          0
                                                                 2007       $14.406      $16.448          0
                                                                 2008       $16.448       $8.991        925
                                                                 2009        $8.991      $11.070        449
                                                                 2010       $11.070      $12.185        448
                                                                 2011       $12.185       $9.826        448
                                                                 2012        $9.826      $11.537        429
                                                                 2013       $11.537      $14.650        409
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.491          0
                                                                 2005       $10.491      $11.638          0
                                                                 2006       $11.638      $12.647          0
                                                                 2007       $12.647      $15.141          0
                                                                 2008       $15.141       $8.753          0
                                                                 2009        $8.753      $10.869          0
                                                                 2010       $10.869      $11.791          0
                                                                 2011       $11.791      $10.748          0
                                                                 2012       $10.748      $10.949          0
                                                                 2013       $10.949      $12.545          0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $8.854          0
                                                                 2013        $8.854      $12.075          0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.198          0
                                                                 2005       $10.198      $10.803          0
                                                                 2006       $10.803      $11.177          0
                                                                 2007       $11.177      $12.181          0
                                                                 2008       $12.181       $6.817          0
                                                                 2009        $6.817       $8.028          0
                                                                 2010        $8.028       $9.022          0
                                                                 2011        $9.022       $8.087          0
                                                                 2012        $8.087       $9.253          0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.719          0
                                                                 2007       $10.719      $11.279          0
                                                                 2008       $11.279       $7.666          0
                                                                 2009        $7.666       $9.571          0
                                                                 2010        $9.571      $10.200          0
                                                                 2011       $10.200       $9.921          0
                                                                 2012        $9.921      $10.995          0
                                                                 2013       $10.995      $13.829          0

                              155     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                2011       $10.000      $11.178         0
                                                                2012       $11.178      $11.146         0
                                                                2013       $11.146      $10.562         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                2004       $10.000      $10.971         0
                                                                2005       $10.971      $11.743         0
                                                                2006       $11.743      $13.286         0
                                                                2007       $13.286      $13.286         0
                                                                2008       $13.286       $8.785         0
                                                                2009        $8.785      $10.636         0
                                                                2010       $10.636      $11.641         0
                                                                2011       $11.641      $11.099         0
                                                                2012       $11.099      $12.380         0
                                                                2013       $12.380      $16.155         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                2004       $10.000      $10.877         0
                                                                2005       $10.877      $11.383         0
                                                                2006       $11.383      $12.324         0
                                                                2007       $12.324      $13.137         0
                                                                2008       $13.137       $9.139         0
                                                                2009        $9.139      $11.577         0
                                                                2010       $11.577      $12.849         0
                                                                2011       $12.849      $11.720         0
                                                                2012       $11.720      $12.646         0
                                                                2013       $12.646      $15.848         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--
 SERIES II
                                                                2004       $10.000      $10.999         0
                                                                2005       $10.999      $11.923         0
                                                                2006       $11.923      $12.204         0
                                                                2007       $12.204      $13.998         0
                                                                2008       $13.998       $7.259         0
                                                                2009        $7.259      $11.074         0
                                                                2010       $11.074      $13.749         0
                                                                2011       $13.749      $12.157         0
                                                                2012       $12.157      $13.238         0
                                                                2013       $13.238      $17.640         0

                              156     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.636         0
                                                                       2005       $10.636      $10.939         0
                                                                       2006       $10.939      $12.053         0
                                                                       2007       $12.053      $11.917         0
                                                                       2008       $11.917       $5.591         0
                                                                       2009        $5.591       $8.057         0
                                                                       2010        $8.057       $8.406         0
                                                                       2011        $8.406       $7.922         0
                                                                       2012        $7.922       $9.092         0
                                                                       2013        $9.092      $11.820         0
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.084         0
                                                                       2005       $10.084      $10.160         0
                                                                       2006       $10.160      $10.220         0
                                                                       2007       $10.220      $10.667         0
                                                                       2008       $10.667      $10.563         0
                                                                       2009       $10.563      $10.393         0
                                                                       2010       $10.393      $10.634         0
                                                                       2011       $10.634      $10.660         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.694         0
                                                                       2009        $6.694      $11.694         0
                                                                       2010       $11.694      $14.262         0
                                                                       2011       $14.262       $9.414         0
                                                                       2012        $9.414      $10.393         0
                                                                       2013       $10.393      $11.586         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.188         0
                                                                       2005       $11.188      $12.007         0
                                                                       2006       $12.007      $13.478         0
                                                                       2007       $13.478      $14.089         0
                                                                       2008       $14.089       $9.909         0
                                                                       2009        $9.909      $12.849         0
                                                                       2010       $12.849      $14.460         0
                                                                       2011       $14.460      $13.686         0
                                                                       2012       $13.686      $14.790         0
                                                                       2013       $14.790      $18.152         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.891         0
                                                                       2006       $10.891      $12.949         0
                                                                       2007       $12.949      $11.858         0
                                                                       2008       $11.858       $7.412         0
                                                                       2009        $7.412       $6.999         0

                              157     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $10.517         0
                                                                2005       $10.517      $11.046         0
                                                                2006       $11.046      $11.899         0
                                                                2007       $11.899      $12.799         0
                                                                2008       $12.799      $10.481         0
                                                                2009       $10.481      $12.839         0
                                                                2010       $12.839      $13.542         0
                                                                2011       $13.542      $13.390         0
                                                                2012       $13.390      $14.808         0
                                                                2013       $14.808      $17.306         0
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $11.202         0
                                                                2005       $11.202      $11.610         0
                                                                2006       $11.610      $13.372         0
                                                                2007       $13.372      $15.423         0
                                                                2008       $15.423      $14.462         0
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $11.374         0
                                                                2005       $11.374      $12.490         0
                                                                2006       $12.490      $13.295         0
                                                                2007       $13.295      $17.719         0
                                                                2008       $17.719       $9.625         0
                                                                2009        $9.625      $13.710         0
                                                                2010       $13.710      $14.241         0
                                                                2011       $14.241      $12.928         0
                                                                2012       $12.928      $15.620         0
                                                                2013       $15.620      $19.943         0
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--
 SERVICE SHARES
                                                                2004       $10.000      $11.224         0
                                                                2005       $11.224      $12.144         0
                                                                2006       $12.144      $13.124         0
                                                                2007       $13.124      $13.585         0
                                                                2008       $13.585       $8.449         0
                                                                2009        $8.449      $10.101         0
                                                                2010       $10.101      $10.804         0
--------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                2013       $10.000      $14.388         0

                              158     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.544         0
                                                         2005       $10.544      $10.497         0
                                                         2006       $10.497      $11.264         0
                                                         2007       $11.264      $11.156         0
                                                         2008       $11.156       $7.763         0
                                                         2009        $7.763      $10.998         0
                                                         2010       $10.998      $12.273         0
                                                         2011       $12.273      $12.434         0
                                                         2012       $12.434      $13.879         0
                                                         2013       $13.879      $13.985         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.365         0
                                                         2005       $10.365      $10.539         0
                                                         2006       $10.539      $11.033         0
                                                         2007       $12.053      $11.917         0
                                                         2008       $11.917       $7.344         0
                                                         2009        $7.344       $9.965         0
                                                         2010        $9.965      $10.903         0
                                                         2011       $10.903      $10.676         0
                                                         2012       $10.676      $12.151         0
                                                         2013       $12.151      $15.416         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.700         0
                                                         2005       $10.700      $11.172         0
                                                         2006       $11.172      $12.282         0
                                                         2007       $11.033      $11.947         0
                                                         2008       $11.947       $8.582         0
                                                         2009        $8.582      $10.596         0
                                                         2010       $10.596      $11.461         0
                                                         2011       $11.461      $10.910         0
                                                         2012       $10.910      $12.646         0
                                                         2013       $12.646      $16.252         0
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.844         0
                                                         2005        $9.844      $10.086         0
                                                         2006       $10.086      $11.112         0
                                                         2007       $11.112      $11.082         0
                                                         2008       $11.082       $6.538         0
                                                         2009        $6.538      $10.391         0
                                                         2010       $10.391      $13.780         0
                                                         2011       $13.780      $12.032         0
                                                         2012       $12.032      $14.189         0
                                                         2013       $14.189      $19.547         0

                              159     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.674           0
                                                                      2005       $10.674      $10.684           0
                                                                      2006       $10.684      $11.634           0
                                                                      2007       $11.634      $11.794           0
                                                                      2008       $11.794       $8.937       2,314
                                                                      2009        $8.937      $10.263       1,124
                                                                      2010       $10.263      $10.976       1,123
                                                                      2011       $10.976      $10.878       1,123
                                                                      2012       $10.878      $11.771       1,074
                                                                      2013       $11.771      $13.634       1,025
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.061           0
                                                                      2005       $11.061      $11.489           0
                                                                      2006       $11.489      $13.507           0
                                                                      2007       $13.507      $14.175           0
                                                                      2008       $14.175       $9.299           0
                                                                      2009        $9.299      $11.108           0
                                                                      2010       $11.108      $12.052           0
                                                                      2011       $12.052      $11.702           0
                                                                      2012       $11.702      $13.228           0
                                                                      2013       $13.228      $17.497           0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                      2005       $10.000      $11.635           0
                                                                      2006       $11.635      $11.657           0
                                                                      2007       $11.657      $12.056           0
                                                                      2008       $12.056       $5.973           0
                                                                      2009        $5.973       $7.706           0
                                                                      2010        $7.706       $9.559           0
                                                                      2011        $9.559       $9.404           0
                                                                      2012        $9.404      $10.656           0
                                                                      2013       $10.656      $14.098           0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.275           0
                                                                      2005       $11.275      $12.546           0
                                                                      2006       $12.546      $14.365           0
                                                                      2007       $14.365      $14.863           0
                                                                      2008       $14.863       $8.651           0
                                                                      2009        $8.651      $11.760           0
                                                                      2010       $11.760      $13.274           0
                                                                      2011       $13.274      $11.845           0
                                                                      2012       $11.845      $13.975           0
                                                                      2013       $13.975      $17.312           0

                              160     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.209         0
                                                                     2005       $11.209      $11.997         0
                                                                     2006       $11.997      $13.420         0
                                                                     2007       $13.420      $12.907         0
                                                                     2008       $12.907       $7.805         0
                                                                     2009        $7.805      $10.422         0
                                                                     2010       $10.422      $12.511         0
                                                                     2011       $12.511      $11.915         0
                                                                     2012       $11.915      $13.676         0
                                                                     2013       $13.676      $18.760         0
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.276         0
                                                                     2005       $10.276      $10.541         0
                                                                     2006       $10.541      $10.509         0
                                                                     2007       $10.509      $10.623         0
                                                                     2008       $10.623      $10.116         0
                                                                     2009       $10.116      $11.410         0
                                                                     2010       $11.410      $12.077         0
                                                                     2011       $12.077      $12.579         0
                                                                     2012       $12.579      $13.601         0
                                                                     2013       $13.601      $13.334         0
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.858         0
                                                                     2005        $9.858       $9.883         0
                                                                     2006        $9.883      $10.087         0
                                                                     2007       $10.087      $10.318         0
                                                                     2008       $10.318      $10.292         0
                                                                     2009       $10.292      $10.052         0
                                                                     2010       $10.052       $9.810         0
                                                                     2011        $9.810       $9.576         0
                                                                     2012        $9.576       $9.347         0
                                                                     2013        $9.347       $9.123         0
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.489         0
                                                                     2005       $10.489      $10.446         0
                                                                     2006       $10.446      $10.263         0
                                                                     2007       $10.263      $11.079         0
                                                                     2008       $11.079      $10.047         0
                                                                     2009       $10.047      $11.603         0
                                                                     2010       $11.603      $12.237         0
                                                                     2011       $12.237      $13.332         0
                                                                     2012       $13.332      $14.143         0
                                                                     2013       $14.143      $12.525         0

                              161     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.178           0
                                                         2005       $10.178      $10.172           0
                                                         2006       $10.172      $10.306           0
                                                         2007       $10.306      $10.934           0
                                                         2008       $10.934      $11.180       1,432
                                                         2009       $11.180      $12.441         675
                                                         2010       $12.441      $13.121         674
                                                         2011       $13.121      $13.263         674
                                                         2012       $13.263      $14.178         645
                                                         2013       $14.178      $13.559         616
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.724           0
                                                         2005       $10.724      $10.749           0
                                                         2006       $10.749      $11.618           0
                                                         2007       $11.618      $10.829           0
                                                         2008       $10.829       $7.270           0
                                                         2009        $7.270       $6.989           0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.115           0
                                                         2005       $11.115      $10.352           0
                                                         2006       $10.352      $11.248           0
                                                         2007       $11.248      $11.665           0
                                                         2008       $11.665      $10.534           0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.383           0
                                                         2005       $10.383      $10.701           0
                                                         2006       $10.701      $11.413           0
                                                         2007       $11.413      $12.523           0
                                                         2008       $12.523       $7.005           0
                                                         2009        $7.005       $9.690           0
                                                         2010        $9.690      $10.965           0
                                                         2011       $10.965      $10.842           0
                                                         2012       $10.842      $12.470           0
                                                         2013       $12.470      $17.134           0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $10.993           0
                                                         2005       $10.993      $11.121           0
                                                         2006       $11.121      $12.873           0
                                                         2007       $12.873      $12.936           0
                                                         2008       $12.936       $8.042       1,333
                                                         2009        $8.042       $9.826           0
                                                         2010        $9.826      $10.999           0
                                                         2011       $10.999      $10.620           0
                                                         2012       $10.620      $12.113           0
                                                         2013       $12.113      $15.291           0

                              162     PROSPECTUS


     CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION PLUS
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                          MORTALITY & EXPENSE = 2.35

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.278         0
                                                        2005       $10.278      $11.579         0
                                                        2006       $11.579      $11.726         0
                                                        2007       $11.726      $13.915         0
                                                        2008       $13.915       $6.875         0
                                                        2009        $6.875      $11.076         0
                                                        2010       $11.076      $13.248         0
                                                        2011       $13.248      $12.531         0
                                                        2012       $12.531      $13.941         0
                                                        2013       $13.941      $20.091         0
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.722         0
                                                        2005       $12.722      $14.491         0
                                                        2006       $14.491      $19.462         0
                                                        2007       $19.462      $15.704         0
                                                        2008       $15.704       $9.488         0
                                                        2009        $9.488      $11.893         0
                                                        2010       $11.893      $15.028         0
                                                        2011       $15.028      $15.491         0
                                                        2012       $15.491      $17.471         0
                                                        2013       $17.471      $17.341         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $11.983         0
                                                        2005       $11.983      $15.431         0
                                                        2006       $15.431      $20.999         0
                                                        2007       $20.999      $28.186         0
                                                        2008       $28.186       $9.683         0
                                                        2009        $9.683      $20.137         0
                                                        2010       $20.137      $24.917         0
                                                        2011       $24.917      $18.051         0
                                                        2012       $18.051      $22.856         0
                                                        2013       $22.856      $24.977         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.329         0
                                                        2005       $12.329      $18.243         0
                                                        2006       $18.243      $22.156         0
                                                        2007       $22.156      $31.412         0
                                                        2008       $31.412      $16.508         0
                                                        2009       $16.508      $25.368         0
                                                        2010       $25.368      $31.982         0
                                                        2011       $31.982      $26.067         0
                                                        2012       $26.067      $26.288         0
                                                        2013       $26.288      $28.345         0

                              163     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.177       2,386
                                                                       2005       $10.177      $11.409      39,056
                                                                       2006       $11.409      $13.328       4,489
                                                                       2007       $13.328      $17.432      18,890
                                                                       2008       $17.432       $9.369      12,250
                                                                       2009        $9.369      $13.864       8,797
                                                                       2010       $13.864      $15.470       4,945
                                                                       2011       $15.470      $15.097       2,846
                                                                       2012       $15.097      $17.477       2,301
                                                                       2013       $17.477      $23.133       1,926
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.061      13,364
                                                                       2005       $10.061      $11.038      13,863
                                                                       2006       $11.038      $11.371      10,863
                                                                       2007       $11.371      $13.357      10,486
                                                                       2008       $13.357       $7.044      20,165
                                                                       2009        $7.044      $10.186      15,504
                                                                       2010       $10.186      $11.294      14,306
                                                                       2011       $11.294      $11.006      13,568
                                                                       2012       $11.006      $11.821      12,190
                                                                       2013       $11.821      $15.622      10,963
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.584      27,739
                                                                       2005       $10.584      $11.385      54,020
                                                                       2006       $11.385      $12.286       5,659
                                                                       2007       $12.286      $15.837      32,351
                                                                       2008       $15.837       $6.458      30,915
                                                                       2009        $6.458       $9.596      15,709
                                                                       2010        $9.596      $11.203      14,156
                                                                       2011       $11.203      $10.056      12,397
                                                                       2012       $10.056      $11.424       6,470
                                                                       2013       $11.424      $15.191       4,773
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.479         553
                                                                       2008        $9.479       $5.904       8,461
                                                                       2009        $5.904       $7.499       6,476
                                                                       2010        $7.499       $8.587       6,522
                                                                       2011        $8.587       $7.910       7,429
                                                                       2012        $7.910       $8.931       7,479
                                                                       2013        $8.931      $11.592       2,349

                              165     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.718       10,050
                                                                2008        $9.718       $6.144        8,585
                                                                2009        $6.144       $7.511        4,311
                                                                2010        $7.511       $8.074        3,403
                                                                2011        $8.074       $8.322        4,149
                                                                2012        $8.322       $9.520        3,911
                                                                2013        $9.520      $12.375        2,511
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.174       20,705
                                                                2005       $10.174      $10.369       26,325
                                                                2006       $10.369      $10.910       19,985
                                                                2007       $10.910      $12.338       10,303
                                                                2008       $12.338       $8.614       15,530
                                                                2009        $8.614      $10.891       13,118
                                                                2010       $10.891      $12.189        8,427
                                                                2011       $12.189      $11.633        8,191
                                                                2012       $11.633      $12.821       10,063
                                                                2013       $12.821      $14.521        7,851
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.342       45,341
                                                                2005       $11.342      $12.993      144,919
                                                                2006       $12.993      $14.218       32,667
                                                                2007       $14.218      $16.377       80,603
                                                                2008       $16.377       $9.216      102,855
                                                                2009        $9.216      $12.260       81,493
                                                                2010       $12.260      $14.077       53,895
                                                                2011       $14.077      $13.440       45,208
                                                                2012       $13.440      $15.327       37,230
                                                                2013       $15.327      $19.710       24,831
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.795       46,651
                                                                2005       $10.795      $11.192       93,792
                                                                2006       $11.192      $13.182       19,478
                                                                2007       $13.182      $13.108       98,411
                                                                2008       $13.108       $7.361      102,049
                                                                2009        $7.361       $9.388       75,431
                                                                2010        $9.388      $10.595       78,583
                                                                2011       $10.595      $10.473       57,292
                                                                2012       $10.473      $12.038       60,518
                                                                2013       $12.038      $15.111       52,689

                              166     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.768       28,770
                                                                   2005        $9.768      $10.120       55,605
                                                                   2006       $10.120      $10.592       11,849
                                                                   2007       $10.592      $13.173       75,363
                                                                   2008       $13.173       $6.816       71,379
                                                                   2009        $6.816       $8.565       57,607
                                                                   2010        $8.565      $10.418       58,821
                                                                   2011       $10.418      $10.228       39,731
                                                                   2012       $10.228      $11.490       48,616
                                                                   2013       $11.490      $15.345       38,482
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.624      125,438
                                                                   2005       $10.624      $10.908      263,983
                                                                   2006       $10.908      $12.366       43,696
                                                                   2007       $12.366      $12.772      211,816
                                                                   2008       $12.772       $7.881      225,131
                                                                   2009        $7.881       $9.775      188,699
                                                                   2010        $9.775      $11.013      186,215
                                                                   2011       $11.013      $11.008      112,062
                                                                   2012       $11.008      $12.499       96,761
                                                                   2013       $12.499      $16.191      101,931
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.173       48,708
                                                                   2005       $10.173      $10.180      101,437
                                                                   2006       $10.180      $10.410       31,813
                                                                   2007       $10.410      $10.639       90,643
                                                                   2008       $10.639      $10.086      138,607
                                                                   2009       $10.086      $11.437      109,299
                                                                   2010       $11.437      $12.079       73,245
                                                                   2011       $12.079      $12.697       52,851
                                                                   2012       $12.697      $13.166       43,691
                                                                   2013       $13.166      $12.662       32,645
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.924      168,709
                                                                   2005        $9.924      $10.016      228,196
                                                                   2006       $10.016      $10.291       33,135
                                                                   2007       $10.291      $10.606      258,815
                                                                   2008       $10.606      $10.703      280,115
                                                                   2009       $10.703      $10.560      204,879
                                                                   2010       $10.560      $10.378      115,332
                                                                   2011       $10.378      $10.193      105,038
                                                                   2012       $10.193      $10.010       93,580
                                                                   2013       $10.010       $9.830       99,838

                              167     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.886      28,247
                                                                 2005       $10.886      $12.698      49,873
                                                                 2006       $12.698      $14.687      16,491
                                                                 2007       $14.687      $16.880      84,356
                                                                 2008       $16.880       $9.289      71,734
                                                                 2009        $9.289      $11.514      59,741
                                                                 2010       $11.514      $12.757      48,418
                                                                 2011       $12.757      $10.355      44,346
                                                                 2012       $10.355      $12.241      53,374
                                                                 2013       $12.241      $15.647      46,559
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.555         418
                                                                 2005       $10.555      $11.787       4,603
                                                                 2006       $11.787      $12.893       5,562
                                                                 2007       $12.893      $15.539       6,080
                                                                 2008       $15.539       $9.043      13,735
                                                                 2009        $9.043      $11.304      13,289
                                                                 2010       $11.304      $12.345      12,260
                                                                 2011       $12.345      $11.328      12,101
                                                                 2012       $11.328      $11.616      11,965
                                                                 2013       $11.616      $13.399       1,459
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $9.394       5,393
                                                                 2013        $9.394      $12.897       3,297
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.260      15,284
                                                                 2005       $10.260      $10.940      18,497
                                                                 2006       $10.940      $11.395       4,420
                                                                 2007       $11.395      $12.501       9,752
                                                                 2008       $12.501       $7.043      14,356
                                                                 2009        $7.043       $8.349      12,418
                                                                 2010        $8.349       $9.446       6,468
                                                                 2011        $9.446       $8.523       6,151
                                                                 2012        $8.523       $9.773           0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.767       3,608
                                                                 2007       $10.767      $11.405      16,749
                                                                 2008       $11.405       $7.804      23,452
                                                                 2009        $7.804       $9.807      16,715
                                                                 2010        $9.807      $10.522      14,055
                                                                 2011       $10.522      $10.302      12,208
                                                                 2012       $10.302      $11.494      11,510
                                                                 2013       $11.494      $14.553       8,377

                              168     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                2011       $10.000      $11.781      12,345
                                                                2012       $11.781      $11.825       7,815
                                                                2013       $11.825      $11.281       9,571
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                2004       $10.000      $11.037      16,781
                                                                2005       $11.037      $11.892      31,692
                                                                2006       $11.892      $13.544      12,839
                                                                2007       $13.544      $13.635      34,015
                                                                2008       $13.635       $9.076      41,700
                                                                2009        $9.076      $11.062      31,070
                                                                2010       $11.062      $12.187      27,922
                                                                2011       $12.187      $11.698      24,168
                                                                2012       $11.698      $13.135      22,503
                                                                2013       $13.135      $17.254      19,862
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                2004       $10.000      $10.943       2,665
                                                                2005       $10.943      $11.528       3,174
                                                                2006       $11.528      $12.564      10,458
                                                                2007       $12.564      $13.482      12,802
                                                                2008       $13.482       $9.442      35,385
                                                                2009        $9.442      $12.040      23,028
                                                                2010       $12.040      $13.453      21,748
                                                                2011       $13.453      $12.352      22,611
                                                                2012       $12.352      $13.417      17,790
                                                                2013       $13.417      $16.926      16,032
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--
 SERIES II
                                                                2004       $10.000      $11.066       1,962
                                                                2005       $11.066      $12.075       3,009
                                                                2006       $12.075      $12.441       3,261
                                                                2007       $12.441      $14.367      10,156
                                                                2008       $14.367       $7.500       5,141
                                                                2009        $7.500      $11.517      10,158
                                                                2010       $11.517      $14.395       7,082
                                                                2011       $14.395      $12.813       6,034
                                                                2012       $12.813      $14.045       6,076
                                                                2013       $14.045      $18.840       4,784

                              169     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.701      11,482
                                                                       2005       $10.701      $11.079      24,729
                                                                       2006       $11.079      $12.288       8,519
                                                                       2007       $12.288      $12.230      26,372
                                                                       2008       $12.230       $5.776      28,022
                                                                       2009        $5.776       $8.380      17,395
                                                                       2010        $8.380       $8.801      15,645
                                                                       2011        $8.801       $8.349      12,474
                                                                       2012        $8.349       $9.646       7,102
                                                                       2013        $9.646      $12.624       6,070
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.145      28,946
                                                                       2005       $10.145      $10.289      43,426
                                                                       2006       $10.289      $10.419       5,556
                                                                       2007       $10.419      $10.948      21,802
                                                                       2008       $10.948      $10.914      24,600
                                                                       2009       $10.914      $10.809      15,906
                                                                       2010       $10.809      $11.133      41,188
                                                                       2011       $11.133      $11.184           0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.916       7,352
                                                                       2009        $6.916      $12.163       7,507
                                                                       2010       $12.163      $14.932       5,973
                                                                       2011       $14.932       $9.922       5,705
                                                                       2012        $9.922      $11.027       6,067
                                                                       2013       $11.027      $12.375       3,622
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.256      11,610
                                                                       2005       $11.256      $12.159      21,644
                                                                       2006       $12.159      $13.740      10,246
                                                                       2007       $13.740      $14.459      34,280
                                                                       2008       $14.459      $10.238      42,657
                                                                       2009       $10.238      $13.363      30,080
                                                                       2010       $13.363      $15.139      24,624
                                                                       2011       $15.139      $14.424      21,913
                                                                       2012       $14.424      $15.692      16,678
                                                                       2013       $15.692      $19.386      14,698
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.940       3,239
                                                                       2006       $10.940      $13.093       2,462
                                                                       2007       $13.093      $12.071      12,418
                                                                       2008       $12.071       $7.596      19,904
                                                                       2009        $7.596       $7.188           0

                              170     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $10.581      10,013
                                                                2005       $10.581      $11.187      17,505
                                                                2006       $11.187      $12.130       1,999
                                                                2007       $12.130      $13.136      14,877
                                                                2008       $13.136      $10.828      22,471
                                                                2009       $10.828      $13.353      19,202
                                                                2010       $13.353      $14.178      20,105
                                                                2011       $14.178      $14.112      18,228
                                                                2012       $14.112      $15.711      10,712
                                                                2013       $15.711      $18.483       8,198
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $11.270      27,022
                                                                2005       $11.270      $11.758       6,336
                                                                2006       $11.758      $13.632       2,516
                                                                2007       $13.632      $15.829       6,797
                                                                2008       $15.829      $14.875           0
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                2004       $10.000      $11.443       1,269
                                                                2005       $11.443      $12.649      11,195
                                                                2006       $12.649      $13.554       2,354
                                                                2007       $13.554      $18.185      13,531
                                                                2008       $18.185       $9.944      14,716
                                                                2009        $9.944      $14.259      12,938
                                                                2010       $14.259      $14.910      10,052
                                                                2011       $14.910      $13.625       8,840
                                                                2012       $13.625      $16.572       7,253
                                                                2013       $16.572      $21.300       5,800
--------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--
 SERVICE SHARES
                                                                2004       $10.000      $11.292       4,773
                                                                2005       $11.292      $12.299      28,781
                                                                2006       $12.299      $13.379         901
                                                                2007       $13.379      $13.943      13,792
                                                                2008       $13.943       $8.729      10,922
                                                                2009        $8.729      $10.506       5,256
--------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                2013       $10.000      $15.367       4,159

                              171     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.608      23,363
                                                         2005       $10.608      $10.631      20,622
                                                         2006       $10.631      $11.483       6,286
                                                         2007       $11.483      $11.449      23,290
                                                         2008       $11.449       $8.020      27,280
                                                         2009        $8.020      $11.438      18,164
                                                         2010       $11.438      $12.849      12,581
                                                         2011       $12.849      $13.105      10,973
                                                         2012       $13.105      $14.725       5,772
                                                         2013       $14.725      $14.899           0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.428       1,297
                                                         2005       $10.428      $10.673      14,429
                                                         2006       $10.673      $11.248       7,739
                                                         2007       $11.248      $12.262      18,306
                                                         2008       $12.262       $7.588      22,364
                                                         2009        $7.588      $10.365      18,949
                                                         2010       $10.365      $11.415      15,205
                                                         2011       $11.415      $11.251      12,320
                                                         2012       $11.251      $12.892      10,941
                                                         2013       $12.892      $16.464      10,784
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.765       1,311
                                                         2005       $10.765      $11.314       5,472
                                                         2006       $11.314      $12.521       1,693
                                                         2007       $12.521      $13.528       3,450
                                                         2008       $13.528       $8.867       5,345
                                                         2009        $8.867      $11.020       3,217
                                                         2010       $11.020      $11.999       1,719
                                                         2011       $11.999      $11.498       3,714
                                                         2012       $11.498      $13.417       3,388
                                                         2013       $13.417      $17.358       3,108
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.903       6,659
                                                         2005        $9.903      $10.215       7,704
                                                         2006       $10.215      $11.329       2,187
                                                         2007       $11.329      $11.374      10,252
                                                         2008       $11.374       $6.755      10,509
                                                         2009        $6.755      $10.807      13,125
                                                         2010       $10.807      $14.427       9,230
                                                         2011       $14.427      $12.681       8,946
                                                         2012       $12.681      $15.055       7,889
                                                         2013       $15.055      $20.877       4,629

                              172     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.739       19,818
                                                                      2005       $10.739      $10.820       51,781
                                                                      2006       $10.820      $11.861       18,099
                                                                      2007       $11.861      $12.104       20,247
                                                                      2008       $12.104       $9.233       26,900
                                                                      2009        $9.233      $10.674       20,112
                                                                      2010       $10.674      $11.492       13,332
                                                                      2011       $11.492      $11.464       13,081
                                                                      2012       $11.464      $12.488       11,293
                                                                      2013       $12.488      $14.561        9,152
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.128        3,382
                                                                      2005       $11.128      $11.635        5,222
                                                                      2006       $11.635      $13.770        2,124
                                                                      2007       $13.770      $14.547        8,826
                                                                      2008       $14.547       $9.608        4,507
                                                                      2009        $9.608      $11.553        3,502
                                                                      2010       $11.553      $12.618        2,399
                                                                      2011       $12.618      $12.333        2,554
                                                                      2012       $12.333      $14.034        2,402
                                                                      2013       $14.034      $18.688        2,381
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                      2005       $10.000      $11.687        7,856
                                                                      2006       $11.687      $11.787        7,348
                                                                      2007       $11.787      $12.272        5,022
                                                                      2008       $12.272       $6.120        7,593
                                                                      2009        $6.120       $7.949        8,703
                                                                      2010        $7.949       $9.927        6,348
                                                                      2011        $9.927       $9.830        7,146
                                                                      2012        $9.830      $11.213        5,665
                                                                      2013       $11.213      $14.934        3,682
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.343       62,080
                                                                      2005       $11.343      $12.706       86,497
                                                                      2006       $12.706      $14.644       10,134
                                                                      2007       $14.644      $15.254      111,096
                                                                      2008       $15.254       $8.938       64,672
                                                                      2009        $8.938      $12.231       44,368
                                                                      2010       $12.231      $13.897       41,921
                                                                      2011       $13.897      $12.483       32,097
                                                                      2012       $12.483      $14.826       36,198
                                                                      2013       $14.826      $18.489       32,092

                              173     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.277       35,420
                                                                     2005       $11.277      $12.150       81,846
                                                                     2006       $12.150      $13.681       11,584
                                                                     2007       $13.681      $13.246       44,402
                                                                     2008       $13.246       $8.064       43,930
                                                                     2009        $8.064      $10.840       31,176
                                                                     2010       $10.840      $13.099       26,227
                                                                     2011       $13.099      $12.557       21,911
                                                                     2012       $12.557      $14.509       23,005
                                                                     2013       $14.509      $20.037       19,793
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.339        9,772
                                                                     2005       $10.339      $10.676       47,366
                                                                     2006       $10.676      $10.714        8,948
                                                                     2007       $10.714      $10.902       33,647
                                                                     2008       $10.902      $10.451       27,562
                                                                     2009       $10.451      $11.867       25,316
                                                                     2010       $11.867      $12.644       20,331
                                                                     2011       $12.644      $13.257       16,521
                                                                     2012       $13.257      $14.430       14,395
                                                                     2013       $14.430      $14.241       12,784
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.918      158,641
                                                                     2005        $9.918      $10.009      150,481
                                                                     2006       $10.009      $10.283       27,607
                                                                     2007       $10.283      $10.590       32,822
                                                                     2008       $10.590      $10.634       91,586
                                                                     2009       $10.634      $10.454       70,508
                                                                     2010       $10.454      $10.271       58,599
                                                                     2011       $10.271      $10.092       65,420
                                                                     2012       $10.092       $9.916       35,580
                                                                     2013        $9.916       $9.744       41,518
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.552       42,470
                                                                     2005       $10.552      $10.579      122,346
                                                                     2006       $10.579      $10.462       16,994
                                                                     2007       $10.462      $11.371       42,156
                                                                     2008       $11.371      $10.380       41,393
                                                                     2009       $10.380      $12.068       32,397
                                                                     2010       $12.068      $12.812       32,722
                                                                     2011       $12.812      $14.051       20,871
                                                                     2012       $14.051      $15.005       16,504
                                                                     2013       $15.005      $13.377       14,113

                              174     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.240       58,540
                                                         2005       $10.240      $10.302       76,949
                                                         2006       $10.302      $10.507       28,759
                                                         2007       $10.507      $11.221       79,939
                                                         2008       $11.221      $11.550      109,474
                                                         2009       $11.550      $12.939       93,450
                                                         2010       $12.939      $13.737       84,488
                                                         2011       $13.737      $13.977      122,070
                                                         2012       $13.977      $15.042      111,189
                                                         2013       $15.042      $14.481       49,016
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.772        5,494
                                                         2005       $10.772      $10.868        6,958
                                                         2006       $10.868      $11.826          560
                                                         2007       $11.826      $11.096        7,098
                                                         2008       $11.096       $7.499        9,792
                                                         2009        $7.499       $7.225            0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.182       31,488
                                                         2005       $11.182      $10.484       23,563
                                                         2006       $10.484      $11.467        6,181
                                                         2007       $11.467      $11.971       12,010
                                                         2008       $11.971      $10.815            0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.446        6,370
                                                         2005       $10.446      $10.837       57,136
                                                         2006       $10.837      $11.636       16,451
                                                         2007       $11.636      $12.852       54,684
                                                         2008       $12.852       $7.238       68,814
                                                         2009        $7.238      $10.078       50,583
                                                         2010       $10.078      $11.480       35,122
                                                         2011       $11.480      $11.427       29,928
                                                         2012       $11.427      $13.230       30,044
                                                         2013       $13.230      $18.300       22,612
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $11.060       57,291
                                                         2005       $11.060      $11.263      110,586
                                                         2006       $11.263      $13.123       28,044
                                                         2007       $13.123      $13.276       72,693
                                                         2008       $13.276       $8.309       93,184
                                                         2009        $8.309      $10.220       63,978
                                                         2010       $10.220      $11.515       56,769
                                                         2011       $11.515      $11.193       48,248
                                                         2012       $11.193      $12.851       37,818
                                                         2013       $12.851      $16.331       24,332

                              175     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                      LOW

                           MORTALITY & EXPENSE = 1.7

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.340       2,987
                                                        2005       $10.340      $11.726       7,296
                                                        2006       $11.726      $11.954       1,579
                                                        2007       $11.954      $14.281       1,834
                                                        2008       $14.281       $7.103       3,770
                                                        2009        $7.103      $11.520       5,504
                                                        2010       $11.520      $13.870       4,539
                                                        2011       $13.870      $13.207       4,772
                                                        2012       $13.207      $14.791       4,328
                                                        2013       $14.791      $21.457       3,807
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.799      40,344
                                                        2005       $12.799      $14.675      59,925
                                                        2006       $14.675      $19.841      23,273
                                                        2007       $19.841      $16.117      49,639
                                                        2008       $16.117       $9.803      52,161
                                                        2009        $9.803      $12.369      39,348
                                                        2010       $12.369      $15.734      29,572
                                                        2011       $15.734      $16.326      27,469
                                                        2012       $16.326      $18.536      24,708
                                                        2013       $18.536      $18.521      21,474
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.055       2,104
                                                        2005       $12.055      $15.627      18,780
                                                        2006       $15.627      $21.408       5,890
                                                        2007       $21.408      $28.927      22,998
                                                        2008       $28.927      $10.004      15,749
                                                        2009       $10.004      $20.943      10,954
                                                        2010       $20.943      $26.087       7,376
                                                        2011       $26.087      $19.024       5,823
                                                        2012       $19.024      $24.250       5,143
                                                        2013       $24.250      $26.676       4,678
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.403       6,528
                                                        2005       $12.403      $18.475      31,637
                                                        2006       $18.475      $22.587      59,022
                                                        2007       $22.587      $32.238      35,164
                                                        2008       $32.238      $17.055      36,260
                                                        2009       $17.055      $26.383      36,520
                                                        2010       $26.383      $33.484      30,164
                                                        2011       $33.484      $27.472      22,360
                                                        2012       $27.472      $27.890      21,376
                                                        2013       $27.890      $30.273      19,427

                              176     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
ALGER CAPITAL APPRECIATION PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.092         0
                                                                       2005       $10.092      $11.210         0
                                                                       2006       $11.210      $12.977         0
                                                                       2007       $12.977      $16.815         0
                                                                       2008       $16.815       $8.955         0
                                                                       2009        $8.955      $13.130         0
                                                                       2010       $13.130      $14.517         0
                                                                       2011       $14.517      $14.037         0
                                                                       2012       $14.037      $16.100         0
                                                                       2013       $16.100      $21.116         0
---------------------------------------------------------------------------------------------------------------------
ALGER LARGE CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000       $9.977         0
                                                                       2005        $9.977      $10.846         0
                                                                       2006       $10.846      $11.071         0
                                                                       2007       $11.071      $12.885         0
                                                                       2008       $12.885       $6.733         0
                                                                       2009        $6.733       $9.646         0
                                                                       2010        $9.646      $10.597         0
                                                                       2011       $10.597      $10.233         0
                                                                       2012       $10.233      $10.890         0
                                                                       2013       $10.890      $14.260         0
---------------------------------------------------------------------------------------------------------------------
ALGER MID CAP GROWTH PORTFOLIO--CLASS S
                                                                       2004       $10.000      $10.495         0
                                                                       2005       $10.495      $11.187         0
                                                                       2006       $11.187      $11.962         0
                                                                       2007       $11.962      $15.277         0
                                                                       2008       $15.277       $6.172         0
                                                                       2009        $6.172       $9.087         0
                                                                       2010        $9.087      $10.512         0
                                                                       2011       $10.512       $9.350         0
                                                                       2012        $9.350      $10.524         0
                                                                       2013       $10.524      $13.866         0
---------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE FUNDAMENTAL ALL CAP
 VALUE PORTFOLIO--CLASS I SHARES
                                                                       2007       $10.000       $9.420         0
                                                                       2008        $9.420       $5.813         0
                                                                       2009        $5.813       $7.316         0
                                                                       2010        $7.316       $8.301         0
                                                                       2011        $8.301       $7.577         0
                                                                       2012        $7.577       $8.476         0
                                                                       2013        $8.476      $10.900         0

                              178     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE LARGE CAP VALUE PORTFOLIO--CLASS I
 FORMERLY, LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP VALUE
 PORTFOLIO--CLASS I SHARES
                                                                2007       $10.000       $9.658         0
                                                                2008        $9.658       $6.049         0
                                                                2009        $6.049       $7.328         0
                                                                2010        $7.328       $7.805         0
                                                                2011        $7.805       $7.971         0
                                                                2012        $7.971       $9.035         0
                                                                2013        $9.035      $11.637         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP ASSET MANAGER? PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.089         0
                                                                2005       $10.089      $10.189         0
                                                                2006       $10.189      $10.622         0
                                                                2007       $10.622      $11.902         0
                                                                2008       $11.902       $8.233         0
                                                                2009        $8.233      $10.314         0
                                                                2010       $10.314      $11.438         0
                                                                2011       $11.438      $10.816         0
                                                                2012       $10.816      $11.811         0
                                                                2013       $11.811      $13.255         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP CONTRAFUND(R) PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $11.247         0
                                                                2005       $11.247      $12.767         0
                                                                2006       $12.767      $13.843         0
                                                                2007       $13.843      $15.798         0
                                                                2008       $15.798       $8.809         0
                                                                2009        $8.809      $11.611         0
                                                                2010       $11.611      $13.210         0
                                                                2011       $13.210      $12.496         0
                                                                2012       $12.496      $14.120         0
                                                                2013       $14.120      $17.992         0
--------------------------------------------------------------------------------------------------------------
FIDELITY VIP EQUITY-INCOME PORTFOLIO--SERVICE CLASS 2
                                                                2004       $10.000      $10.705         0
                                                                2005       $10.705      $10.997         0
                                                                2006       $10.997      $12.834         0
                                                                2007       $12.834      $12.644         0
                                                                2008       $12.644       $7.035         0
                                                                2009        $7.035       $8.891         0
                                                                2010        $8.891       $9.942         0
                                                                2011        $9.942       $9.737         0
                                                                2012        $9.737      $11.089         0
                                                                2013       $11.089      $13.793         0

                              179     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                       Number of
                                                                            Accumulation Accumulation    Units
                                                               For the Year  Unit Value   Unit Value  Outstanding
                                                                  Ending    at Beginning    at End      at End
Sub-Accounts                                                   December 31   of Period    of Period    of Period
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP GROWTH PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.686         0
                                                                   2005        $9.686       $9.944         0
                                                                   2006        $9.944      $10.313         0
                                                                   2007       $10.313      $12.707         0
                                                                   2008       $12.707       $6.514         0
                                                                   2009        $6.514       $8.111         0
                                                                   2010        $8.111       $9.776         0
                                                                   2011        $9.776       $9.509         0
                                                                   2012        $9.509      $10.584         0
                                                                   2013       $10.584      $14.006         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INDEX 500 PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.535         0
                                                                   2005       $10.535      $10.719         0
                                                                   2006       $10.719      $12.040         0
                                                                   2007       $12.040      $12.320         0
                                                                   2008       $12.320       $7.533         0
                                                                   2009        $7.533       $9.257         0
                                                                   2010        $9.257      $10.334         0
                                                                   2011       $10.334      $10.235         0
                                                                   2012       $10.235      $11.515         0
                                                                   2013       $11.515      $14.779         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000      $10.088         0
                                                                   2005       $10.088      $10.002         0
                                                                   2006       $10.002      $10.136         0
                                                                   2007       $10.136      $10.263         0
                                                                   2008       $10.263       $9.641         0
                                                                   2009        $9.641      $10.831         0
                                                                   2010       $10.831      $11.334         0
                                                                   2011       $11.334      $11.805         0
                                                                   2012       $11.805      $12.129         0
                                                                   2013       $12.129      $11.558         0
-----------------------------------------------------------------------------------------------------------------
FIDELITY VIP MONEY MARKET PORTFOLIO--SERVICE CLASS 2
                                                                   2004       $10.000       $9.841         0
                                                                   2005        $9.841       $9.842         0
                                                                   2006        $9.842      $10.020         0
                                                                   2007       $10.020      $10.231         0
                                                                   2008       $10.231      $10.230         0
                                                                   2009       $10.230      $10.001         0
                                                                   2010       $10.001       $9.738         0
                                                                   2011        $9.738       $9.477         0
                                                                   2012        $9.477       $9.221         0
                                                                   2013        $9.221       $8.973         0

                              180     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                     Number of
                                                                          Accumulation Accumulation    Units
                                                             For the Year  Unit Value   Unit Value  Outstanding
                                                                Ending    at Beginning    at End      at End
Sub-Accounts                                                 December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------
FIDELITY VIP OVERSEAS PORTFOLIO--SERVICE CLASS 2
                                                                 2004       $10.000      $10.795         0
                                                                 2005       $10.795      $12.477         0
                                                                 2006       $12.477      $14.299         0
                                                                 2007       $14.299      $16.284         0
                                                                 2008       $16.284       $8.878         0
                                                                 2009        $8.878      $10.904         0
                                                                 2010       $10.904      $11.971         0
                                                                 2011       $11.971       $9.628         0
                                                                 2012        $9.628      $11.277         0
                                                                 2013       $11.277      $14.282         0
---------------------------------------------------------------------------------------------------------------
GUGGENHEIM VT LONG SHORT EQUITY FUND
 FORMERLY, GUGGENHEIM VT US LONG SHORT MOMENTUM FUND
                                                                 2004       $10.000      $10.467         0
                                                                 2005       $10.467      $11.582         0
                                                                 2006       $11.582      $12.553         0
                                                                 2007       $12.553      $14.990         0
                                                                 2008       $14.990       $8.643         0
                                                                 2009        $8.643      $10.705         0
                                                                 2010       $10.705      $11.584         0
                                                                 2011       $11.584      $10.532         0
                                                                 2012       $10.532      $10.701         0
                                                                 2013       $10.701      $12.230         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. AMERICAN FRANCHISE FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. AMERICAN FRANCHISE FUND--
 SERIES II
                                                                 2012       $10.000       $8.654         0
                                                                 2013        $8.654      $11.772         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CAPITAL APPRECIATION--SERIES II
                                                                 2004       $10.000      $10.175         0
                                                                 2005       $10.175      $10.750         0
                                                                 2006       $10.750      $11.094         0
                                                                 2007       $11.094      $12.059         0
                                                                 2008       $12.059       $6.732         0
                                                                 2009        $6.732       $7.907         0
                                                                 2010        $7.907       $8.864         0
                                                                 2011        $8.864       $7.925         0
                                                                 2012        $7.925       $9.059         0
---------------------------------------------------------------------------------------------------------------
INVESCO V.I. CORE EQUITY FUND--SERIES II
                                                                 2006       $10.000      $10.700         0
                                                                 2007       $10.700      $11.230         0
                                                                 2008       $11.230       $7.613         0
                                                                 2009        $7.613       $9.481         0
                                                                 2010        $9.481      $10.078         0
                                                                 2011       $10.078       $9.778         0
                                                                 2012        $9.778      $10.808         0
                                                                 2013       $10.808      $13.560         0

                              181     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                    Number of
                                                                         Accumulation Accumulation    Units
                                                            For the Year  Unit Value   Unit Value  Outstanding
                                                               Ending    at Beginning    at End      at End
Sub-Accounts                                                December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GOVERNMENT SECURITIES FUND--SERIES II
                                                                2011       $10.000      $10.954         0
                                                                2012       $10.954      $10.894         0
                                                                2013       $10.894      $10.297         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. GROWTH AND INCOME FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. GROWTH AND INCOME FUND--
 SERIES II
                                                                2004       $10.000      $10.945         0
                                                                2005       $10.945      $11.685         0
                                                                2006       $11.685      $13.187         0
                                                                2007       $13.187      $13.153         0
                                                                2008       $13.153       $8.675         0
                                                                2009        $8.675      $10.476         0
                                                                2010       $10.476      $11.436         0
                                                                2011       $11.436      $10.876         0
                                                                2012       $10.876      $12.100         0
                                                                2013       $12.100      $15.749         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP CORE EQUITY FUND--SERIES II
                                                                2004       $10.000      $10.852         0
                                                                2005       $10.852      $11.327         0
                                                                2006       $11.327      $12.233         0
                                                                2007       $12.233      $13.005         0
                                                                2008       $13.005       $9.025         0
                                                                2009        $9.025      $11.403         0
                                                                2010       $11.403      $12.624         0
                                                                2011       $12.624      $11.484         0
                                                                2012       $11.484      $12.360         0
                                                                2013       $12.360      $15.450         0
--------------------------------------------------------------------------------------------------------------
INVESCO V.I. MID CAP GROWTH FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. MID CAP GROWTH FUND--
 SERIES II
                                                                2004       $10.000      $10.973         0
                                                                2005       $10.973      $11.864         0
                                                                2006       $11.864      $12.113         0
                                                                2007       $12.113      $13.859         0
                                                                2008       $13.859       $7.169         0
                                                                2009        $7.169      $10.907         0
                                                                2010       $10.907      $13.507         0
                                                                2011       $13.507      $11.913         0
                                                                2012       $11.913      $12.938         0
                                                                2013       $12.938      $17.197         0

                              182     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                           Number of
                                                                                Accumulation Accumulation    Units
                                                                   For the Year  Unit Value   Unit Value  Outstanding
                                                                      Ending    at Beginning    at End      at End
Sub-Accounts                                                       December 31   of Period    of Period    of Period
---------------------------------------------------------------------------------------------------------------------
INVESCO V.I. VALUE OPPORTUNITIES FUND--SERIES II
 FORMERLY, INVESCO VAN KAMPEN V.I. VALUE OPPORTUNITIES FUND--
 SERIES II
                                                                       2004       $10.000      $10.611         0
                                                                       2005       $10.611      $10.886         0
                                                                       2006       $10.886      $11.964         0
                                                                       2007       $11.964      $11.798         0
                                                                       2008       $11.798       $5.521         0
                                                                       2009        $5.521       $7.936         0
                                                                       2010        $7.936       $8.258         0
                                                                       2011        $8.258       $7.763         0
                                                                       2012        $7.763       $8.886         0
                                                                       2013        $8.886      $11.523         0
---------------------------------------------------------------------------------------------------------------------
INVESCO VAN KAMPEN V.I. GOVERNMENT FUND--SERIES II
                                                                       2004       $10.000      $10.061         0
                                                                       2005       $10.061      $10.110         0
                                                                       2006       $10.110      $10.144         0
                                                                       2007       $10.144      $10.561         0
                                                                       2008       $10.561      $10.431         0
                                                                       2009       $10.431      $10.237         0
                                                                       2010       $10.237      $10.447         0
                                                                       2011       $10.447      $10.464         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN OVERSEAS PORTFOLIO--SERVICE SHARES
                                                                       2008       $10.000       $6.611         0
                                                                       2009        $6.611      $11.518         0
                                                                       2010       $11.518      $14.012         0
                                                                       2011       $14.012       $9.225         0
                                                                       2012        $9.225      $10.158         0
                                                                       2013       $10.158      $11.295         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS MID CAP VALUE PORTFOLIO--SERVICE SHARES
                                                                       2004       $10.000      $11.162         0
                                                                       2005       $11.162      $11.948         0
                                                                       2006       $11.948      $13.378         0
                                                                       2007       $13.378      $13.948         0
                                                                       2008       $13.948       $9.785         0
                                                                       2009        $9.785      $12.655         0
                                                                       2010       $12.655      $14.206         0
                                                                       2011       $14.206      $13.411         0
                                                                       2012       $13.411      $14.456         0
                                                                       2013       $14.456      $17.696         0
---------------------------------------------------------------------------------------------------------------------
JANUS ASPEN PERKINS SMALL COMPANY VALUE PORTFOLIO--SERVICE SHARES
                                                                       2005       $10.000      $10.873         0
                                                                       2006       $10.873      $12.894         0
                                                                       2007       $12.894      $11.777         0
                                                                       2008       $11.777       $7.343         0
                                                                       2009        $7.343       $6.927         0

                              183     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                        Number of
                                                                             Accumulation Accumulation    Units
                                                                For the Year  Unit Value   Unit Value  Outstanding
                                                                   Ending    at Beginning    at End      at End
Sub-Accounts                                                    December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES BALANCED PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $10.493         0
                                                                    2005       $10.493      $10.992         0
                                                                    2006       $10.992      $11.810         0
                                                                    2007       $11.810      $12.672         0
                                                                    2008       $12.672      $10.349         0
                                                                    2009       $10.349      $12.646         0
                                                                    2010       $12.646      $13.304         0
                                                                    2011       $13.304      $13.121         0
                                                                    2012       $13.121      $14.473         0
                                                                    2013       $14.473      $16.872         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FOREIGN STOCK PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.176         0
                                                                    2005       $11.176      $11.553         0
                                                                    2006       $11.553      $13.273         0
                                                                    2007       $13.273      $15.270         0
                                                                    2008       $15.270      $14.306         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES FORTY PORTFOLIO--SERVICE SHARES
                                                                    2004       $10.000      $11.348         0
                                                                    2005       $11.348      $12.429         0
                                                                    2006       $12.429      $13.197         0
                                                                    2007       $13.197      $17.542         0
                                                                    2008       $17.542       $9.505         0
                                                                    2009        $9.505      $13.504         0
                                                                    2010       $13.504      $13.991         0
                                                                    2011       $13.991      $12.669         0
                                                                    2012       $12.669      $15.267         0
                                                                    2013       $15.267      $19.443         0
------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES INTECH RISK-MANAGED CORE PORTFOLIO--SERVICE
 SHARES
                                                                    2004       $10.000      $11.198         0
                                                                    2005       $11.198      $12.085         0
                                                                    2006       $12.085      $13.026         0
                                                                    2007       $13.026      $13.450         0
                                                                    2008       $13.450       $8.343         0
                                                                    2009        $8.343       $9.949         0
                                                                    2010        $9.949      $10.633         0
------------------------------------------------------------------------------------------------------------------
MFS VIT II HIGH YIELD--SERVICE CLASS
                                                                    2013       $10.000      $14.027         0

                              184     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
MFS(R) HIGH INCOME SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.519         0
                                                         2005       $10.519      $10.446         0
                                                         2006       $10.446      $11.180         0
                                                         2007       $11.180      $11.044         0
                                                         2008       $11.044       $7.666         0
                                                         2009        $7.666      $10.832         0
                                                         2010       $10.832      $12.057         0
                                                         2011       $12.057      $12.185         0
                                                         2012       $12.185      $13.566         0
                                                         2013       $13.566      $13.647         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS GROWTH STOCK SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.341         0
                                                         2005       $10.341      $10.488         0
                                                         2006       $10.488      $10.951         0
                                                         2007       $11.964      $11.798         0
                                                         2008       $11.798       $7.252         0
                                                         2009        $7.252       $9.815         0
                                                         2010        $9.815      $10.711         0
                                                         2011       $10.711      $10.461         0
                                                         2012       $10.461      $11.876         0
                                                         2013       $11.876      $15.029         0
-------------------------------------------------------------------------------------------------------
MFS(R) INVESTORS TRUST SERIES--SERVICE CLASS
                                                         2004       $10.000      $10.675         0
                                                         2005       $10.675      $11.117         0
                                                         2006       $11.117      $12.191         0
                                                         2007       $10.951      $11.828         0
                                                         2008       $11.828       $8.475         0
                                                         2009        $8.475      $10.436         0
                                                         2010       $10.436      $11.259         0
                                                         2011       $11.259      $10.691         0
                                                         2012       $10.691      $12.361         0
                                                         2013       $12.361      $15.844         0
-------------------------------------------------------------------------------------------------------
MFS(R) NEW DISCOVERY SERIES--SERVICE CLASS
                                                         2004       $10.000       $9.821         0
                                                         2005        $9.821      $10.037         0
                                                         2006       $10.037      $11.030         0
                                                         2007       $11.030      $10.972         0
                                                         2008       $10.972       $6.456         0
                                                         2009        $6.456      $10.234         0
                                                         2010       $10.234      $13.538         0
                                                         2011       $13.538      $11.790         0
                                                         2012       $11.790      $13.869         0
                                                         2013       $13.869      $19.057         0

                              185     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                          Number of
                                                                               Accumulation Accumulation    Units
                                                                  For the Year  Unit Value   Unit Value  Outstanding
                                                                     Ending    at Beginning    at End      at End
Sub-Accounts                                                      December 31   of Period    of Period    of Period
--------------------------------------------------------------------------------------------------------------------
MFS(R) TOTAL RETURN SERIES--SERVICE CLASS
                                                                      2004       $10.000      $10.649         0
                                                                      2005       $10.649      $10.631         0
                                                                      2006       $10.631      $11.548         0
                                                                      2007       $11.548      $11.676         0
                                                                      2008       $11.676       $8.825         0
                                                                      2009        $8.825      $10.109         0
                                                                      2010       $10.109      $10.783         0
                                                                      2011       $10.783      $10.659         0
                                                                      2012       $10.659      $11.505         0
                                                                      2013       $11.505      $13.292         0
--------------------------------------------------------------------------------------------------------------------
MFS(R) VALUE SERIES--SERVICE CLASS
                                                                      2004       $10.000      $11.036         0
                                                                      2005       $11.036      $11.433         0
                                                                      2006       $11.433      $13.407         0
                                                                      2007       $13.407      $14.033         0
                                                                      2008       $14.033       $9.183         0
                                                                      2009        $9.183      $10.941         0
                                                                      2010       $10.941      $11.840         0
                                                                      2011       $11.840      $11.467         0
                                                                      2012       $11.467      $12.929         0
                                                                      2013       $12.929      $17.058         0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER DISCOVERY MID CAP GROWTH FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA--
 SERVICE SHARES
                                                                      2005       $10.000      $11.615         0
                                                                      2006       $11.615      $11.607         0
                                                                      2007       $11.607      $11.974         0
                                                                      2008       $11.974       $5.917         0
                                                                      2009        $5.917       $7.614         0
                                                                      2010        $7.614       $9.421         0
                                                                      2011        $9.421       $9.244         0
                                                                      2012        $9.244      $10.448         0
                                                                      2013       $10.448      $13.787         0
--------------------------------------------------------------------------------------------------------------------
OPPENHEIMER GLOBAL FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER GLOBAL SECURITIES FUND/VA--SERVICE SHARES
                                                                      2004       $10.000      $11.249         0
                                                                      2005       $11.249      $12.485         0
                                                                      2006       $12.485      $14.258         0
                                                                      2007       $14.258      $14.715         0
                                                                      2008       $14.715       $8.542         0
                                                                      2009        $8.542      $11.583         0
                                                                      2010       $11.583      $13.040         0
                                                                      2011       $13.040      $11.607         0
                                                                      2012       $11.607      $13.659         0
                                                                      2013       $13.659      $16.877         0

                              186     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                                         Number of
                                                                              Accumulation Accumulation    Units
                                                                 For the Year  Unit Value   Unit Value  Outstanding
                                                                    Ending    at Beginning    at End      at End
Sub-Accounts                                                     December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------------------
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA--SERVICE SHARES
 FORMERLY, OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(R)/VA--
 SERVICE SHARES
                                                                     2004       $10.000      $11.183         0
                                                                     2005       $11.183      $11.939         0
                                                                     2006       $11.939      $13.320         0
                                                                     2007       $13.320      $12.778         0
                                                                     2008       $12.778       $7.708         0
                                                                     2009        $7.708      $10.265         0
                                                                     2010       $10.265      $12.291         0
                                                                     2011       $12.291      $11.675         0
                                                                     2012       $11.675      $13.367         0
                                                                     2013       $13.367      $18.289         0
-------------------------------------------------------------------------------------------------------------------
PIMCO FOREIGN BOND PORTFOLIO (U.S. DOLLAR-HEDGED)--
 ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.252         0
                                                                     2005       $10.252      $10.490         0
                                                                     2006       $10.490      $10.431         0
                                                                     2007       $10.431      $10.517         0
                                                                     2008       $10.517       $9.989         0
                                                                     2009        $9.989      $11.239         0
                                                                     2010       $11.239      $11.865         0
                                                                     2011       $11.865      $12.326         0
                                                                     2012       $12.326      $13.294         0
                                                                     2013       $13.294      $13.000         0
-------------------------------------------------------------------------------------------------------------------
PIMCO MONEY MARKET PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000       $9.835         0
                                                                     2005        $9.835       $9.835         0
                                                                     2006        $9.835      $10.012         0
                                                                     2007       $10.012      $10.215         0
                                                                     2008       $10.215      $10.164         0
                                                                     2009       $10.164       $9.900         0
                                                                     2010        $9.900       $9.638         0
                                                                     2011        $9.638       $9.384         0
                                                                     2012        $9.384       $9.135         0
                                                                     2013        $9.135       $8.894         0
-------------------------------------------------------------------------------------------------------------------
PIMCO REAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                                     2004       $10.000      $10.464         0
                                                                     2005       $10.464      $10.395         0
                                                                     2006       $10.395      $10.186         0
                                                                     2007       $10.186      $10.969         0
                                                                     2008       $10.969       $9.921         0
                                                                     2009        $9.921      $11.429         0
                                                                     2010       $11.429      $12.022         0
                                                                     2011       $12.022      $13.064         0
                                                                     2012       $13.064      $13.824         0
                                                                     2013       $13.824      $12.210         0

                              187     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                             Number of
                                                                  Accumulation Accumulation    Units
                                                     For the Year  Unit Value   Unit Value  Outstanding
                                                        Ending    at Beginning    at End      at End
Sub-Accounts                                         December 31   of Period    of Period    of Period
-------------------------------------------------------------------------------------------------------
PIMCO TOTAL RETURN PORTFOLIO--ADMINISTRATIVE SHARES
                                                         2004       $10.000      $10.155         0
                                                         2005       $10.155      $10.122         0
                                                         2006       $10.122      $10.230         0
                                                         2007       $10.230      $10.824         0
                                                         2008       $10.824      $11.040         0
                                                         2009       $11.040      $12.254         0
                                                         2010       $12.254      $12.890         0
                                                         2011       $12.890      $12.996         0
                                                         2012       $12.996      $13.857         0
                                                         2013       $13.857      $13.219         0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP BALANCED PORTFOLIO
                                                         2004       $10.000      $10.706         0
                                                         2005       $10.706      $10.703         0
                                                         2006       $10.703      $11.539         0
                                                         2007       $11.539      $10.728         0
                                                         2008       $10.728       $7.183         0
                                                         2009        $7.183       $6.901         0
-------------------------------------------------------------------------------------------------------
PREMIER VIT OPCAP RENAISSANCE PORTFOLIO
                                                         2004       $10.000      $11.089         0
                                                         2005       $11.089      $10.302         0
                                                         2006       $10.302      $11.164         0
                                                         2007       $11.164      $11.548         0
                                                         2008       $11.548      $10.428         0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO--II
                                                         2004       $10.000      $10.359         0
                                                         2005       $10.359      $10.649         0
                                                         2006       $10.649      $11.329         0
                                                         2007       $11.329      $12.398         0
                                                         2008       $12.398       $6.918         0
                                                         2009        $6.918       $9.544         0
                                                         2010        $9.544      $10.772         0
                                                         2011       $10.772      $10.625         0
                                                         2012       $10.625      $12.188         0
                                                         2013       $12.188      $16.704         0
-------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME PORTFOLIO--II
                                                         2004       $10.000      $10.968         0
                                                         2005       $10.968      $11.067         0
                                                         2006       $11.067      $12.777         0
                                                         2007       $12.777      $12.807         0
                                                         2008       $12.807       $7.942         0
                                                         2009        $7.942       $9.678         0
                                                         2010        $9.678      $10.805         0
                                                         2011       $10.805      $10.407         0
                                                         2012       $10.407      $11.839         0
                                                         2013       $11.839      $14.907         0

                              188     PROSPECTUS


    CONSULTANT SOLUTIONS VARIABLE ANNUITIES: LBL CONSULTANT SOLUTION SELECT
                             CONTRACTS--PROSPECTUS

 ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
                             VARIABLE SUB-ACCOUNT*

                                     HIGH

                           MORTALITY & EXPENSE = 2.6

                                                                                            Number of
                                                                 Accumulation Accumulation    Units
                                                    For the Year  Unit Value   Unit Value  Outstanding
                                                       Ending    at Beginning    at End      at End
Sub-Accounts                                        December 31   of Period    of Period    of Period
------------------------------------------------------------------------------------------------------
UIF GROWTH PORTFOLIO, CLASS II
                                                        2004       $10.000      $10.254         0
                                                        2005       $10.254      $11.522         0
                                                        2006       $11.522      $11.639         0
                                                        2007       $11.639      $13.776         0
                                                        2008       $13.776       $6.789         0
                                                        2009        $6.789      $10.909         0
                                                        2010       $10.909      $13.015         0
                                                        2011       $13.015      $12.280         0
                                                        2012       $12.280      $13.626         0
                                                        2013       $13.626      $19.586         0
------------------------------------------------------------------------------------------------------
UIF U.S. REAL ESTATE PORTFOLIO, CLASS II
                                                        2004       $10.000      $12.693         0
                                                        2005       $12.693      $14.420         0
                                                        2006       $14.420      $19.318         0
                                                        2007       $19.318      $15.547         0
                                                        2008       $15.547       $9.370         0
                                                        2009        $9.370      $11.714         0
                                                        2010       $11.714      $14.764         0
                                                        2011       $14.764      $15.179         0
                                                        2012       $15.179      $17.076         0
                                                        2013       $17.076      $16.906         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP EMERGING MARKETS FUND--INITIAL CLASS
                                                        2004       $10.000      $11.955         0
                                                        2005       $11.955      $15.355         0
                                                        2006       $15.355      $20.843         0
                                                        2007       $20.843      $27.905         0
                                                        2008       $27.905       $9.562         0
                                                        2009        $9.562      $19.834         0
                                                        2010       $19.834      $24.479         0
                                                        2011       $24.479      $17.688         0
                                                        2012       $17.688      $22.340         0
                                                        2013       $22.340      $24.349         0
------------------------------------------------------------------------------------------------------
VAN ECK VIP GLOBAL HARD ASSETS FUND--INITIAL CLASS
                                                        2004       $10.000      $12.300         0
                                                        2005       $12.300      $18.154         0
                                                        2006       $18.154      $21.992         0
                                                        2007       $21.992      $31.099         0
                                                        2008       $31.099      $16.301         0
                                                        2009       $16.301      $24.986         0
                                                        2010       $24.986      $31.420         0
                                                        2011       $31.420      $25.543         0
                                                        2012       $25.543      $25.693         0
                                                        2013       $25.693      $27.633         0

                              189     PROSPECTUS


	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


	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


	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


	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


($ 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


		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


	Amortized cost		Gross unrealized					Fair value
($ in thousands)	Amortized cost		Gains		Losses			Fair value
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


($ 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


	Fair Value		Gross unrealized					Unrealized net gains
($ in thousands)	Fair Value		Gains		Losses			Unrealized net gains
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	Fair value		Gains		Losses			Unrealized net gains
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


	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			Total 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	)


($ 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	%


($ 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	%


($ in thousands)				Total gains (losses) included in:
($ in thousands)	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	)


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


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


	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


	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


($ 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	$	—		—	%


($ 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	%


($ 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	%


	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


	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.


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


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


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


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


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


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


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


				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 ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Shr)⁽⁴⁾		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


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


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


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