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ADMINISTRATIVE SERVICES AGREEMENT

This ADMINISTRATIVE SERVICES AGREEMENT (this Agreement), effective as of June 1, 2006, (the Effective Date), is entered into by and between LINCOLN BENEFIT LIFE COMPANY, a Nebraska domiciled stock life insurance company (the Company), and ALLSTATE LIFE INSURANCE COMPANY, an Illinois domiciled stock life insurance company, (the Administrator).

RECITALS:

WHEREAS, the Administrator, Allstate Life Insurance Company of New York, a New York domiciled stock life insurance company, The Allstate Corporation, a Delaware corporation, the Prudential Life Insurance Company of America, a New Jersey domiciled stock insurance company and Prudential Financial, Inc., a New Jersey corporation have entered into a Master Transaction Agreement dated as of March 8, 2006 (the Master Transaction Agreement), which provides for, among other things, the Company and the Administrator to enter into this Agreement; and

WHEREAS, pursuant to the Lincoln Reinsurance Agreement, the Administrator has agreed to indemnify the Company for, among other things, (i) on a coinsurance basis, one hundred percent (100%) of the general account liabilities of the Company under the Lincoln VA Contracts and (ii) on a modified coinsurance basis, one hundred percent (100%) of the separate account liabilities of the Company under the Lincoln VA Contracts. Capitalized terms used herein and not defined herein unless otherwise indicated, have the respective meanings assigned to them in the Master Transaction Agreement; and

WHEREAS, the Company wishes to appoint the Administrator to provide certain administrative services with respect to the Lincoln VA Contracts issued by the Company and the Lincoln Separate Account and the Administrator desires to provide such administrative services; and

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

AUTHORITY; RETAINED SERVICES

Section 1.1. Lincoln VA Contracts and Lincoln Separate Account. The Company hereby appoints the Administrator, and the Administrator hereby accepts appointment, to provide as an independent contractor of the Company, from and after the Closing Date, on the terms as set forth in this Agreement, all administrative services necessary or appropriate with respect to the Lincoln VA Contracts and the Lincoln Separate Account, including those set forth in this Agreement and on Schedule A, other than the Retained Services (defined below) (the Lincoln Services).

Section 1.2. Violations of Applicable Law. Notwithstanding any other provision of this Agreement to the contrary, the Company shall have the right to direct the Administrator to perform any action necessary for the Lincoln VA Contracts and the Lincoln Separate Account, or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law to the extent such action, inaction or administration is within the control of the Administrator, taking into account the recommendations of the Administrator provided to the Company hereunder, which the Company shall only reject in good faith and in light of the intent of the parties to and the stated purposes of the Master Transaction Agreement, the Lincoln Reinsurance Agreement and this Agreement. The Administrator shall have the right to direct the Company to perform any action necessary for the Lincoln VA Contracts or the Lincoln Separate Account or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law in either case to the extent such action, inaction or administration constitutes a Retained Service.

Section 1.3. Retained Services. The parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement continue to provide on its own behalf (i) those administrative services necessary or appropriate with respect to the Lincoln VA Contracts and the Lincoln Separate Account that are reasonably determined by the Administrator to be required under Applicable Law to be performed by the Company and (ii) the preparation of accounting reports, tax returns, guaranty fund reports, actuarial reports and other reports and certifications contemplated in Articles X and XI, in each instance based on information provided by the Administrator as contemplated therein (collectively, the Retained Services), in each case, in accordance with Applicable Law, and that the Administrator shall have no obligation to provide such services.

ARTICLE II

STANDARD FOR SERVICES; FACILITIES; SUBCONTRACTING, ETC.

Section 2.1. Standard for Services. The Administrator shall provide the Lincoln Services in all material respects in accordance with the terms of the Lincoln VA Contracts and their registration statements. In addition, the Administrator shall provide the Lincoln Services (i) in accordance with the applicable terms of this Agreement, (ii) in compliance with Applicable Law, (iii) in a professional, competent and workmanlike manner and (iv) in compliance, in all material respects, with all other Material Contracts applicable to the administration of the Lincoln VA Contracts and the Lincoln Separate Account, to the extent in compliance with Applicable Law.

Section 2.2. Facilities and Personnel. The Administrator shall at all times maintain sufficient facilities and trained personnel of the kind necessary to perform its obligations under this Agreement in accordance with the performance standards set forth herein.

Section 2.3. Subcontracting. Subject to any consents required under the Material Contracts as set forth in Schedule 2.3, the Administrator may subcontract for the performance of any Lincoln Service with respect to the Lincoln VA Contracts or the Lincoln Separate Account to another Person (the Subcontractor), provided, that the Administrator shall provide the Company with reasonable advance written notice of its intention to subcontract to an unaffiliated

third party; provided, further, that no such subcontracting shall relieve the Administrator from any of its obligations or liabilities hereunder, and the Administrator shall remain responsible for all obligations or liabilities of such Subcontractor with respect to the providing of such service or services as if provided by the Administrator.

Section 2.4. Independent Contractor. For all purposes hereof, except as explicitly set forth herein, the Administrator shall at all times act as an independent contractor and the Administrator and its Affiliates, on the one hand, and the Company its Affiliates, on the other hand, shall not be deemed an agent, lawyer, employee, representative, joint venturer or fiduciary of one another, nor shall this Agreement or the Lincoln Services or any activity or any transaction contemplated hereby be deemed to create any partnership or joint venture between the parties or among their Affiliates.

Section 2.5. Limitation on Services. The Administrator shall be excused from any failure to meet the standards set forth in Section 2.1 or Schedule A attached hereto or to perform any of its other obligations hereunder to the extent such failure is not due to any fault of the Administrator or any Subcontractor but to the extent due to a breach by the Company or any Affiliate of the Company of this Agreement.

Section 2.6. Disaster Recovery. For as long as Lincoln Services are provided hereunder the Administrator shall, and shall cause its Affiliates to maintain backup, business continuation and disaster recovery plans substantially similar to such plans as are in effect on the date hereof (or other substantially similar backup, business continuation and disaster recovery plans that are no less protective than those plans maintained and implemented by the Administrator or its Affiliates for services that are analogous to the Lincoln Services)

Section 2.7. Disclaimer of Warranties. NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARE MADE OR CREATED, AMONG THE PARTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SOFTWARE OR HARDWARE USED HEREUNDER, WARRANTIES AS TO THE OPERABILITY OF ANY SOFTWARE OR THAT ANY SOFTWARE DOES NOT CONTAIN ANY HARMFUL COMPONENTS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

ARTICLE III

UNDERWRITING

From and after the Effective Date, subject to Section 1.2, the Administrator shall assume the obligations set forth below:

(i) The Administrator may issue Lincoln VA Contracts (in the name of the Company utilizing the same forms and the same prospectuses in use for the

Lincoln VA Contracts, as such forms and prospectuses may be amended from time to time.

(ii) The Administrator may issue Lincoln VA Contracts in the name of the Company as required to replace or remediate Lincoln VA Contracts in order to comply with Applicable Law or Order;

(iii) The Administrator may recommend to the Company amendments to the products, benefits, forms and prospectuses in use for the Lincoln VA Contracts and, at the direction of the Company, the agreement of the Company not to be unreasonably withheld, make such amendments on behalf of the Company;

(iv) The Administrator shall assume all responsibility for (a) the provision of all applications and other contractholder materials to agents and persons seeking to apply for Lincoln VA Contracts, (b) all underwriting necessary or appropriate with respect to such applicants pursuant to the underwriting guidelines utilized by the Company as of the Effective Date and provided to the Administrator, (c) the processing of underwriting-related transactions and (d) the issuance of Lincoln VA Contracts.

(v) The Administrator shall or shall cause the outside law firm retained pursuant to Section 8.4 or other person to notify the Company of all revisions to the Lincoln VA Contracts that are required by such changes in Applicable Law and shall, at the direction of the Company, prepare and provide to Contractholders all such revisions to the Lincoln VA Contracts to be made by the Company.

(vi) The Administrator may make recommendations to the Company as to Fund options for the Lincoln Separate Account from and after the Effective Date and the Company shall not unreasonably reject such recommendations, but the Administrator will not change Fund options for the Lincoln Separate Account from and after the Effective Date unless such changes are made: (a) with the prior written consent of the Company, such consent not to be unreasonably withheld, (b) in fulfillment of the fiduciary obligations of the Company or (c) by the Board of Trustees of an unaffiliated Fund to liquidate, merge or remove a Fund pursuant to the terms of the then-existing fund participation agreements or through a regulatory process. If the Administrator makes a change in the Lincoln VA Contracts or the Lincoln Separate Account in connection with the change of a Fund option as permitted above, the Administrator shall, at its own expense, prepare for signature by the Company and transmit on behalf of the Company to the appropriate Governmental Authority any SEC exemptive application, no-action letter or other regulatory filing necessary to reflect or implement such change.

(vii) The Company shall take all actions necessary to execute amendments to the Lincoln VA Contracts, prepared from time to time by the Administrator to the reasonable satisfaction of the Company to conform such policies to the extent required by any changes in Applicable Law.

ARTICLE IV

COLLECTIONS

Section 4.1. Collection Services. From and after the Effective Date and subject to Section 1.2, the Administrator shall assume all responsibility for the receipt and processing of all deposits and Contract Loan repayments with respect to the Lincoln VA Contracts and the allocation of such amounts between the General Account of Lincoln and the Lincoln Separate Account. The Administrator shall also deduct all Separate Account Charges. The Company shall promptly remit to the Administrator any such amounts received by it with respect to the Lincoln VA Contracts.

ARTICLE V

CLAIMS HANDLING

Section 5.1. Claim Administration Services. From and after the Effective Date, subject to Section 1.2, the Administrator shall acknowledge, consider, review, investigate, deny, settle, pay or otherwise dispose of each claim for benefits and disbursements reported under each Lincoln VA Contract (each, a Claim and collectively the Claims).

Section 5.2. Description of Claim Administration Services. Without limiting the foregoing, the Administrator shall:

(i) provide claimants under the Lincoln VA Contracts and their authorized representatives (collectively, Claimants) with Claim forms and provide reasonable explanatory guidance to Claimants in connection therewith;

(ii) establish, maintain and organize Claim files and maintain and organize other Claims-related records;

(iii) review all Claims and determine whether the Claimant is eligible for benefits and if so, the nature and extent of such benefits;

(iv) prepare and distribute to the appropriate recipients and Governmental Entities any reports relating to periods following or including the Effective Date as required by Applicable Law;

(v) respond to all written or oral Claims-related communications that the Administrator reasonably believes to require a response;

(vi) maintain a complaint log with respect to the Lincoln VA Contracts in accordance with applicable requirements of Governmental Entities and

provide a copy of such log, continuously updated through the last day of each calendar quarter during the term of this Agreement, to the Company on or before the twentieth (20) Business Day of each calendar quarter covering changes during the preceding calendar quarter; and

(vii) respond to and manage any Claims-related matters pursuant to Article VI.

ARTICLE VI

REGULATORY AND LEGAL PROCEEDINGS

Section 6.1. Regulatory Complaints and Proceedings. From and after the Effective Date subject to Section 1.2, the Administrator shall, to the extent known to the Administrator:

(i) to the extent permitted by Applicable Law and the applicable Governmental Entity, respond to any Claims payment related complaints or inquiries made by any Governmental Entity with respect to the Lincoln VA Contracts relating to periods following or including the Effective Date within the Governmental Entitys requested time frame for response or, if no such time frame is provided, within the time frame as allowed by Applicable Law, and promptly provide a copy of such response to the Company;

(ii) promptly notify the Company of any non-Claims payment related complaints or inquiries initiated by a Governmental Entity on or after the Effective Date with respect to the Lincoln VA Contracts, and of any proceedings (either Claims or non-Claims related) initiated by a Governmental Entity on or after the Effective Date with respect to the Lincoln VA Contracts, and with respect to periods following the Effective Date to the extent permitted by Applicable Law and to the extent not related to the Retained Services, prepare and send to the Governmental Entity, with a copy to the Company, a response within the Governmental Entitys requested time frame for response or, if no such time frame is provided, within the time frame as allowed by Applicable Law; provided, that, subject to meeting such time frames, the Administrator shall provide such response to the Company for its prior review and comment;

(iii) supervise and control the investigation, contest, defense and/or settlement of all complaints, inquiries and proceedings by Governmental Entities with respect to the Lincoln VA Contracts relating to periods following the Effective Date at its own cost and expense, and in the name of the Company when necessary; and

(iv) at the Companys request, provide to the Company a report in a form mutually agreed by the parties summarizing the nature of any such complaints, inquiries or proceedings by Governmental Entities relating to periods following or including the Effective Date and matters that are

under the supervision and control of the Administrator, the alleged actions or omissions giving rise to such complaints, inquiries or proceedings and copies of any files or other documents that the Company may reasonably request in connection with its review of these matters.

Section 6.2. Legal Proceedings. The Administrator shall:

(i) notify the Company promptly of any lawsuit, action, arbitration or other dispute resolution proceedings to the extent known to the Administrator that are instituted or threatened with respect to any matter relating to the Lincoln VA Contracts relating to periods following the Effective Date (Legal Proceeding(s)) within such time as to permit timely response by the Company and in no event more than ten (10) Business Days after receipt of notice thereof;

(ii) supervise and control the investigation, contest, defense and/or settlement of all Legal Proceedings at its own cost and expense, and in the name of the Company when necessary; and

(iii) keep the Company fully informed of the progress of all Legal Proceedings handled by the Administrator in which the Company is named a party and, at the Companys request, provide to the Company a report summarizing the nature of such Legal Proceedings, the alleged actions or omissions giving rise to such Legal Proceedings and copies of any files or other documents that the Company may reasonably request in connection with its review of these matters, in each case other than such files, documents and other information as would, in the judgment of counsel to the Administrator, lead to the loss or waiver of legal privilege.

Section 6.3. Notice to Administrator. The Company shall give prompt notice to the Administrator of any Legal Proceeding made or brought against the Company after the Closing Date arising under or in connection with the Lincoln VA Contracts, to the extent known to it and not made against or served on the Administrator or a Subcontractor as administrator hereunder within such time as to permit timely response by the Administrator, and in no event more than ten (10) Business Days after receipt of notice thereof, and shall promptly furnish to the Administrator copies of all pleadings in connection therewith. The Administrator shall assume the defense of the Company with respect to all Legal Proceedings.

ARTICLE VII

SEPARATE ACCOUNT ADMINISTRATIVE SERVICES

Without limiting the generality of any of the foregoing, from and after at the Effective Date, subject to Section 1.2, in addition to the services described in any Article of this Agreement, the services with respect to, or as a result of, the Lincoln Separate Account shall include those services set forth on Schedule A attached hereto.

ARTICLE VIII

MISCELLANEOUS SERVICES

Section 8.1. Ceded Reinsurance Agreements. From and after the Effective Date, subject to Section 1.2, the Administrator shall have the exclusive authority and responsibility to manage and administer the Ceded Reinsurance Agreements, including providing all reports and notices required with respect to the Ceded Reinsurance Agreements to the reinsurers within the time required by the applicable reinsurance agreement and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Agreements. Without limiting the foregoing, the Administrator shall timely pay all reinsurance premiums due to reinsurers under the Ceded Reinsurance Agreements and collect from such reinsurers all reinsurance recoverables due thereunder.

Section 8.2. Non-Guaranteed Elements. The Administrator shall provide recommendations to the Company as to the setting of all Non-Guaranteed Elements. Such recommendations shall be provided from time to time in a timely manner and shall be accompanied by such analysis as the Company shall reasonably request.

Section 8.3. Contractholder Services. From and after the Effective Date subject to Section 1.2, the Administrator shall provide all contractholder services in connection with the Lincoln VA Contracts, including the processing of all resets and all elections made by contractholders under the terms of the Lincoln VA Contracts.

Section 8.4. Legal Services. As of the Effective Date, as such term is defined in the Master Transaction Agreement, the Administrator shall be deemed to be, and the Company hereby appoints the Administrator as its agent and the Administrator accepts such appointment to act on behalf of the Company to provide or retain legal counsel, at Administrators expense, to provide the Company with legal advice, and to obtain such legal advice from and consult with such counsel with respect to the provision of services specified in Section 3(v) of this Agreement, Item 5(g) of Schedule A, and for such other purposes as the Administrator may reasonably determine.

Section 8.5. Other Services. The Administrator shall provide such other administrative services as are necessary or appropriate to fully effectuate the purpose of the Lincoln Reinsurance Agreement and this Agreement, including such services as are not performed by or on behalf of Company on the date hereof but the need for which may arise due to changes or developments in Applicable Law and are consistent with the allocation of the services set forth herein between the Administrator and the Company.

ARTICLE IX

QUARTERLY PREMIUM TAX AND INSOLVENCY FUND ACCOUNTINGS

Section 9.1. Quarterly Accountings. Subject to Section 1.3, from and after the Effective Date, within twenty (20) Business Days after the end of each calendar quarter that this Agreement is in effect (or more frequently as mutually agreed by the parties), the Company shall

submit to the Administrator a written statement of accounting in a form and containing such information to be agreed upon by the parties hereto (each, an Insolvency Fund Quarterly Accounting) setting forth the insolvency fund amounts assessed against or payable by the Company, to the extent that such assessments constitute the Companys General Account Liabilities (collectively, the Post-Effective Date Assessments). In addition, within twenty (20) Business Days after the last day of each calendar quarter that this Agreement is in effect (or more frequently as mutually agreed by the parties), the Administrator shall submit to the Company a written statement of accounting in a form and containing such information to be agreed upon by the parties hereto (each, a Quarterly Premium Tax Accounting, and together with the Insolvency Fund Quarterly Accountings, the Quarterly Accountings) setting forth the estimated premium taxes due with respect to the Lincoln VA Contracts as a result of premiums collected or annuitizations occurring during such quarter. Concurrent with the delivery of each Quarterly Premium Tax Accounting, the Administrator shall remit to the Company the amount set forth on such Quarterly Premium Tax Accounting with respect to such estimated premium taxes due and the amount set forth in such Insolvency Fund Quarterly Accounting with respect to the Post-Effective Date Assessments, and any other amounts owed to the Company pursuant to this Agreement.

Section 9.2.. Adjustments Regarding Quarterly Accountings. In the event that subsequent data or calculations require revision of any of the Quarterly Accountings, the required revision and appropriate payments thereunder shall be made within twenty (20) Business Days after the parties hereto mutually agree as to the appropriate revision.

ARTICLE X

CERTAIN ACTIONS BY COMPANY

Section 10.1. Filings. Subject to Section 1.3, the Company shall prepare and timely file any filings required to be made with any Governmental Entity that relate to the Company generally and not just to the Lincoln VA Contracts, including filings with guaranty associations and filings and premium tax returns with taxing authorities. The Administrator shall, in a timely fashion after reasonable notice by the Company in light of the dates such filings by the Company are required, provide to the Company, all information in the possession of the Administrator with respect to the Lincoln VA Contracts that may be reasonably required for the Company to prepare such filings and tax returns.

Section 10.2. Annual Adjustment. The Company shall pay or provide to the Administrator the benefit of any Post-Effective Date Assessments which have been applied to reduce the Companys premium tax liability (Premium Tax Credits). The Company shall provide to the Administrator by April 15 of each year a statement of the amount (the Annual Adjustment) of (i) premium taxes (including retaliatory taxes) paid with respect to premiums collected or annuitizations occurring during the prior calendar year (to the extent that such taxes constitute the Companys General Account Liabilities), less (ii) estimated premium taxes paid by the Administrator to the Company with respect to such premiums under the provisions of Article X, less (iii) Premium Tax Credits for the prior calendar year. By May 31 of each year the Administrator shall pay to the Company the Annual Adjustment, if a positive amount, and the Company shall pay or credit to the Administrator the Annual Adjustment, if a negative amount.

ARTICLE XI

REGULATORY MATTERS AND REPORTING

Section 11.1. Regulatory Compliance and Reporting. Subject to Section 1.3, the Administrator shall provide to the Company such information reasonably derivable from information within the possession of the Administrator or which is obtainable by the Administrator in the ordinary course of business with respect to the Lincoln VA Contracts as is required to satisfy all current and future informational reporting, prior approval and any other requirements imposed by any Governmental Entity. Upon the timely and reasonable request of the Company, the Administrator shall timely prepare such reports and summaries, including statistical summaries and certifications, as are necessary or reasonably required to satisfy any requirements imposed by a Governmental Entity upon the Company relating to periods following or including the Effective Date with respect to the Lincoln VA Contracts. In addition, the Administrator, upon the timely and reasonable request of the Company, shall promptly provide to the Company copies of all existing records relating to the Lincoln VA Contracts (including, with respect to records maintained in machine readable form, hard copies) that are necessary to satisfy such requirements. All copies of records furnished in the ordinary course of business shall be furnished by the Administrator at the Administrators cost. Among other responsibilities:

(i) The Administrator shall promptly prepare and furnish to Governmental Entities, to the extent permitted by Applicable Law, all reports and related summaries (including, statistical summaries), certificates of compliance and other reports required or requested by any such Governmental Entity with respect to the Lincoln VA Contracts relating to periods following or including the Effective Date.

(ii) The Administrator shall assist the Company and cooperate with the Company in doing all things necessary, proper or advisable in a commercially reasonable manner in connection with any and all market conduct or other Governmental Entity examinations to the extent related to Lincoln VA Contracts relating to periods following or including the Effective Date.

Section 11.2. Reporting and Accountings. The Administrator shall assume the reporting and accounting obligations set forth below:

(i) As soon as practicable but not more than seven (7) Business Days after the end of each month that this Agreement is in effect (provided that with respect to any January, within ten (10) Business Days after the end of such month), the Administrator shall timely provide to the Company reports and summaries of transactions (and upon the easonable request of the Company, detailed supporting records) related to the Lincoln VA Contracts as may be reasonably required for use in connection with the preparation of the Companys GAAP financial statements, including all

premiums received and all benefits paid. The parties shall cooperate in good faith to establish the manner for the providing of such reports.

(ii) As soon as practicable but not more than twelve (12) Business Days after the end of each calendar quarter that this Agreement is in effect, (or more frequently as mutually agreed by the parties), the Administrator shall timely provide to the Company reports and summaries of transactions (and upon the reasonable request of the Company, detailed supporting records) related to the Lincoln VA Contracts as may be reasonably required for use in connection with the preparation of the Companys GAAP financial statements, tax returns and other required financial reports and to comply with the requirements of the regulatory authorities having jurisdiction over the Company, including all premiums received and all benefits paid. The parties shall cooperate in good faith to establish the manner for the providing of such reports.

(iii) As soon as practicable but not more than twenty (20) Business Days after the end of each calendar quarter that this Agreement is in effect (or more frequently as mutually agreed by the parties), the Administrator shall provide to the Company information reasonably required by the Company to permit the Company to determine the amount of reserves that the Company is required to report on its statutory and GAAP financial statements, tax returns and other required financial reports in connection with the Lincoln VA Contracts as of the quarter end, along with the amounts of reserves ceded to each reinsurer under the Ceded Reinsurance Agreements and the amount of reserves established by the Administrator with respect to the Lincoln VA Contracts that include a market value adjustment feature.

(iv) The Administrator shall promptly provide notice to the Company of any changes in the reserve methodology used by the Administrator in calculating statutory reserves for the Lincoln VA Contracts.

(v) Within thirty (30) Business Days after each calendar year end (or such longer time as may be agreed by the parties) that this Agreement is in effect, the Administrator shall provide to the Company actuarial analysis as to the adequacy of statutory reserves for the Lincoln VA Contracts, reasonably adequate to support opinions prepared according to accepted actuarial standards of practice to be issued by the Company, and as otherwise required for regulatory reporting purposes. In addition, to the extent relating to the Lincoln VA Contracts, the Administrator shall, upon timely and reasonable request by the Company, provide such additional actuarial analyses and related reports as are required to support such actuarial opinions and certifications as are required from the Company by the SEC, the NASD, state insurance authorities and other Governmental Entities, including then current requirements, formal and ad hoc requests and other items reasonably necessary in support of examinations or audits

relating to periods following or including the Effective Date. The Administrator shall also provide supporting documentation as required by Governmental Entities or actuarial standards of practice to the extent relating to periods following or including the Effective Date.

Section 11.3 Additional Reports and Updates. For so long as this Agreement remains in effect, upon reasonable notice, each party shall from time to time furnish to the other such other reports and information related to Lincoln VA Contracts as may be reasonably required by such other party for regulatory, tax or similar purposes and reasonably available to it.

Section 11.4. Disclosure Controls and Procedures. The Administrator shall establish and maintain disclosure controls and procedures, as defined in Rule 13a-14(c) (Disclosure Controls and Procedures) under the Securities Exchange Act of 1934, as amended (the Exchange Act) with respect to the Lincoln Services. In addition, Administrator shall establish and maintain effective internal controls over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) (Internal Controls Over Financial Reporting). The Administrator shall provide the Company with reasonable access to its personnel, books and records, and such other certifications and information as the Company may reasonably deem necessary to enable its designated officers to evaluate the effectiveness of the Disclosure Controls and Procedures in accordance with Rule 13a-15(b) under the Exchange Act and Internal Controls Over Financial Reporting in accordance with Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act, both with respect to the Lincoln Services. The Administrator shall, upon request, authorize the Companys independent auditors (i) to review the annual audit work papers of the Administrators independent auditors related to the Lincoln VA Contracts, including work papers related to internal controls, with the Company and the Administrator each bearing its own costs, including the costs of their respective independent auditors; and (ii) to perform such procedures as reasonably necessary for the Companys auditors to express an opinion on the Companys Financial Statements and the Companys Controls Over Financial Reporting with respect to the Lincoln Services, with the Company bearing all costs in connection therewith, including the costs of any audit personnel of the Administrator. In addition, the Administrator shall provide the Company with such other reports, certifications and information concerning the Lincoln Services as may be reasonably necessary for the designated officers of the Company to certify the Companys Forms 10-K and 10-Q filings as required by Rule 13a-14 and Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act. Twenty-five (25) Business Days after the end of each calendar quarter (or such earlier time as may be reasonably necessary to permit the Company to satisfy any acceleration in its filing obligations) the Administrator shall provide the Company with a certification of its compliance with the then applicable Disclosure Controls and Procedures and such Internal Controls Over Financial Reporting.

ARTICLE XII

BOOKS AND RECORDS

Section 12.1. Maintenance of Books and Records. The Administrator shall keep accurate and complete records, files and accounts of all transactions and matters with respect to the Lincoln VA Contracts relating to the periods following or including the Effective Date and the administration thereof substantially in accordance with (i) Applicable Law and (ii) its record

management practices in effect from time to time for the Administrators insurance business not covered by this Agreement, if any. The provisions of the Master Transaction Agreement regarding the retention and access to Books and Records shall apply to all such records, files and accounts.

ARTICLE XIII

COOPERATION

Each party hereto shall cooperate fully with the other in all reasonable respects in order to accomplish the objectives of this Agreement including making available to each their respective officers and employees for interviews and meetings with Governmental Entities and furnishing any additional assistance, information and documents as may be reasonably requested by a party from time to time.

ARTICLE XIV

PRIVACY REQUIREMENTS

Section 14.1 Confidentiality Obligations. In providing the Lincoln Services provided for under this Agreement, and in connection with maintaining, administering, handling and transferring the data of the Contractholders and other recipients of benefits under the Lincoln VA Contracts, the Administrator shall, and shall cause its Affiliates to, comply with any Applicable Law and/or regulations with respect to privacy or data security relative to Customer Information (as defined below), and shall implement and maintain an effective information security program designed to protect Customer Information in compliance with all applicable privacy laws and other Applicable Law:

(i) to ensure the security, integrity and confidentiality of Customer Information;

(ii) to protect against any anticipated threats or hazards to the security or integrity of such Customer Information; and

(iii) to protect against unauthorized access to or use of Customer Information which could result in substantial harm or inconvenience to the owner thereof or its Affiliates, or to Customers or potential Customers thereof.

Customer Information is defined as all tangible and intangible information provided or disclosed hereunder about present or former contract holders, annuitants, or other beneficiaries (collectively, hereinafter Customers) or potential Customers of any party or its Affiliates, including, but not limited to, name, address, telephone number, email address, account or policy information, and any list, description, or other grouping of Customers or potential Customers, and any medical records or other medical information of such Customers or potential Customers and any other type of information deemed nonpublic and protected by privacy laws and any other Applicable Law.

Section 14.2. Security Incidents. (a) In the event that any party discovers a security breach that has resulted or may reasonably result in unauthorized access to or disclosure of, or have any material adverse affect on, the security of any Customer Information related to the Lincoln VA Contracts (a Security Incident) such party shall (i) within 24 hours, notify the other parties of said Security Incident; and (ii) work with the other parties to take all measures reasonably necessary to restore the security of such Customer Information. The Company shall have the exclusive right to provide notice of any Security Incident to any Customers of the Lincoln VA Contracts, any law enforcement Person or any other Governmental Authorities and to determine the content and timing of any such notice; provided, any such notice shall be subject to review and approval by the Administrator, such approval not to be unreasonably delayed or withheld

(b) Each party acknowledges that the breach of its obligations under this Section 14.2 may cause irreparable injury and damages, which may be difficult to ascertain. Therefore a Party shall be entitled to seek injunctive relief with respect to any breach or threatened breach of this Section 14.2 by the other party and its Affiliates. This provision shall not in any way limit such other remedies as may be available to any party at law or in equity.

ARTICLE XV

CONSIDERATION FOR ADMINISTRATIVE SERVICES

Apart from the performance by the Company of its obligations under the Lincoln Reinsurance Agreement, there shall be no fee or other consideration due to the Administrator for performance of the Lincoln Services and its other obligations under this Agreement.

ARTICLE XVI

BANK ACCOUNT; USE OF COMPANY LETTERHEAD

Section 16.1 Establishment of Bank Accounts. When and on terms reasonably requested by the Administrator, the Company shall open, modify or close, and make available for use by the Administrator or its designee for the payment of amounts to be paid by the Administrator hereunder one or more bank accounts (each a Bank Account) of the Company and check stock of the Company. One or more Bank Accounts shall be opened to hold solely general account assets (other than deposits held pending transfer to a separate account) and one or more Bank Accounts shall be opened to hold solely separate account assets. The Administrator or its designee shall maintain such account(s) and pay all applicable bank fees and check stock costs. The Company shall adopt such resolutions and execute such documents as required to designate senior officers of the Administrator or its designee (by title) as signatories on such account(s) and authorize the Administrator or its designee to certify to such bank(s), from time to time, the names of such officers. The Company shall also make available to the Administrator, or its designee, at the sole expense of the Administrator or its designee, such letterhead, printed forms and other documents of the Company as may be reasonably required by the Administrator or its designee in performing services hereunder. Upon termination of this Agreement, the Administrator or its designee shall promptly return to the Company all such

unused check stock, letterhead, printed forms and other documents held by it in connection with this Agreement as provided under this Article XVI.

Section 16.2 Security Interest. The Company hereby grants to the Administrator or its designee a security interest (the Collateral) in the Bank Accounts opened to hold general account assets, and all cash, securities, instruments and other property held in each such Bank Account from time to time, and all certificates and instruments, if any, from time to time representing such Bank Account or any property therein, and all products and proceeds of, and all dividends, collections, earnings, accruals and other payments with respect to, any of all of the foregoing and agrees that the Administrator or its designee has all the rights and remedies of a secured party under the New York Uniform Commercial Code.

ARTICLE XVII

INDEMNIFICATION

Section 17.1. Indemnification of the Company. The Administrator hereby indemnifies and holds harmless the Company and its directors, officers and employees and its Representatives and Affiliates (Company Indemnified Parties) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Company Indemnified Party resulting from or arising out of any breach by the Administrator of its obligations under this Agreement (each, and Administrator Breach), provided that, the Administrator shall have no obligation to indemnify any Company Indemnified Party to the extent (i) such Loss is related to any act or omission resulting from the negligence or willful misconduct of the Company, or (ii) any Company Breach (as defined below).

Section 17.2. Indemnification of the Administrator. The Company hereby indemnifies and holds harmless the Administrator and its directors, officers and employees and its Representatives and Affiliates (Administrator Indemnified Parties) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Administrator Indemnified Party resulting from or arising out of any breach by the Company of its obligations under this Agreement (each, a Company Breach); provided that, the Company shall have no obligation to indemnify any Administrator Indemnified Party to the extent (i) such Loss is related to any act or omission resulting from the negligence or willful misconduct of the Administrator or a Subcontractor, or (ii) any Administrator Breach.

Section 17.3. Indemnification Procedures. In the event that either the Company or the Administrator shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Section 10.02 of the Master Transaction Agreement.

Section 17.4. Exclusive Remedy. Each party expressly acknowledges that, other than as expressly set forth in this Agreement, this Article XVII provides for the sole and exclusive remedy for all monetary claims resulting from any breach by the parties of any term of this Agreement.

ARTICLE XVIII

DURATION; TERMINATION

Section 18.1. Duration. This Agreement shall commence on the Effective Date and continue with respect to each Lincoln VA Contract until no further Lincoln Services in respect of such Lincoln VA Contract are required, unless this Agreement is earlier terminated under Section 18.2.

Section 18.2. (a) Termination. This Agreement is subject to immediate termination at the option of the Company, upon written notice to the Administrator, upon the occurrence of any of the following events:

(i) A voluntary or involuntary proceeding is commenced in any jurisdiction by or against the Administrator for the purpose of conserving, rehabilitating or liquidating the Administrator;

(ii) There is a material breach by the Administrator of any material term or condition of this Agreement that is not cured by the Administrator within thirty (30) days after receipt of written notice from the Company of such breach or act; or

(iii) The Administrator is unable to perform the services required under this Agreement for a period of thirty (30) consecutive days for any reason other than as a result of a Force Majeure, it being understood that nothing in this Section 18.2(a)(iii) shall relieve the Administrator from its administrative responsibilities and other obligations under this Agreement. For purposes of this Agreement, Force Majeure means any acts or omissions of any civil or military authority, acts of God, wars, hostilities, terrorism, acts or omissions of the Company, fires, strikes or other labor disturbances, equipment failures, fluctuations or non availability of electrical power, heat, light, air conditioning or telecommunications equipment, or any other act, omission or occurrence beyond the Administrators reasonable control, irrespective of whether similar to the foregoing enumerated acts, omissions or occurrences.

(b) This Agreement may be terminated at any time upon the mutual written consent of the parties hereto, which writing shall state the effective date of termination.

(c) In the event that this Agreement is terminated under any of the provisions of Section 18.2(a), the Administrator shall select a third party administrator to perform the services required by this Agreement. The Company shall have the right to approve any such administrator selected by the Administrator, but such approval will not unreasonably be withheld within five (5) Business Days of its termination, the Company shall select such an administrator. In either case, the Administrator shall pay all fees and charges imposed by the selected administrator and shall bear all transition costs associated with the transition of the performance of the services required under this Agreement to such administrator.

ARTICLE XIX

GENERAL PROVISIONS

Section 19.1. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 19.2. Schedules. The Schedule to this Agreement that is specifically referred to herein is a part of this Agreement as if fully set forth herein. All references herein to Articles, Sections, subsections, paragraphs, subparagraphs, clauses and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

Section 19.3. Notices. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by reputable overnight air courier, one business day after mailing; (c) if sent by facsimile transmission, when transmitted; or (d) if otherwise actually personally delivered, when delivered, and shall be delivered as follows:

If to the Company:

Lincoln Benefit Life Company
3075 Sanders Road, Suite G2H
Northbrook, Illinois 60062
Facsimile: (847) 402-9116
Attention: Treasurer

If to the Administrator:

Allstate Life Insurance Company
3075 Sanders Road, Suite G2H
Northbrook, Illinois 60062
Facsimile: (847) 402-9116
Attention: Treasurer

with concurrent copies to:

Allstate Insurance Company
2775 Sanders Road, Suite A2
Northbrook, Illinois 60062
Facsimile: (847) 402-0158
Attention: Susan L. Lees

and to:

LeBoeuf, Lamb, Greene & MacRae LLP
125 West 55th Street

New York, New York 10019
Facsimile: (212) 424-8500
Attention: John M. Schwolsky
Donald B. Henderson, Jr.

Any party may, by notice given in accordance with this Section 19.3 to the other parties, designate another address or person for receipt of notices hereunder provided that notice of such a change shall be effective upon receipt.

Section 19.4. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and legal representatives. Neither this Agreement, nor any of the rights, interests or obligations hereunder, may be assigned, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party hereto and any such assignment that is not consented to shall be null and void.

Section 19.5. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Section 19.6. Currency. Whenever the word Dollars or the $ sign appear in this Agreement, they shall be construed to mean United States Dollars, and all transactions under this Agreement shall be in United States Dollars.

Section 19.7. Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by each of the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

Section 19.8. Governing Law. This Agreement shall be construed, performed and enforced in accordance with the laws of the State of New York without giving effect to its principles or rules of conflict of laws thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

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