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                                                                   EXHIBIT 10.23

                      RETROCESSIONAL REINSURANCE AGREEMENT

                                     BETWEEN

                    AMERICAN HERITAGE LIFE INSURANCE COMPANY

                                       AND

                         ALLSTATE LIFE INSURANCE COMPANY


                                    RECITALS


This Retrocessional Reinsurance Agreement ("Agreement" or "Retrocessional
Reinsurance Agreement"), is made and entered into by and between AMERICAN
HERITAGE LIFE INSURANCE COMPANY, a life insurance company domiciled in the State
of Florida ("Ceding Company" or "AHL") and ALLSTATE LIFE INSURANCE COMPANY, a
life insurance company domiciled in the State of Illinois ("Reinsurer" or
"ALIC").

WHEREAS, the Ceding Company entered into those certain Coinsurance Agreements
effective January 1, 2000 ("Great Southern Agreement") attached as Exhibit 1 and
effective September 30, 1997 ("Security Life of Denver Agreement") attached as
Exhibit 2, (collectively the "Underlying Reinsurance Agreements"), whereby the
Ceding Company assumed 100% of certain liabilities arising under life and health
insurance policies and certificates from Great Southern Life Insurance Company
("Great Southern") and Security Life of Denver Insurance Company (Security Life
of Denver"), respectively.

WHEREAS, Ceding Company and Reinsurer desire to enter this Agreement, whereby
Ceding Company will retrocede on a coinsurance basis 100% of the universal life
insurance liabilities of the Ceding Company arising under the Underlying
Reinsurance Agreements, except for certain excluded liabilities.

NOW THEREFORE, in consideration of the above stated premises and the promises
and mutual agreements set forth below, the Ceding Company and the Reinsurer
agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

Unless otherwise defined herein, as used in this Agreement the following terms
shall have the meanings ascribed to them below:

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A.   "Annual Statement" shall mean the Ceding Company's Life and Accident and
     Health Companies Annual Statement for the General Account as filed with the
     Florida Insurance Department.

B.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

C.   "Effective Date" shall mean the effective date of this Agreement, which
     shall be 11:59pm on December 31, 2004.

D.   "Excluded Liabilities" shall mean (i) Extra-Contractual Obligations, (ii)
     liabilities ceded by Ceding Company under Third-Party Reinsurance
     Agreements and (iii) any obligations or liabilities of AHL under the
     Underlying Reinsurance Agreements other than 100% coinsurance of the
     "Contractual Liabilities" (as defined in the Underlying Reinsurance
     Agreements) under the Policies.

E.   "Extra-Contractual Obligations" shall mean all liabilities and obligations
     for consequential, extra-contractual, exemplary, punitive, special or
     similar damages or any other amounts due or alleged to be due (other than
     those arising under the express terms and conditions of the Policies) which
     arise from any real or alleged act, error or omission, whether or not
     intentional, in bad faith or otherwise, including without limitation, any
     act, error or omission relating to: (i) the marketing, underwriting,
     production, issuance, cancellation or administration of the Policies; (ii)
     the handling of claims or disputes in connection with the Policies; or
     (iii) the failure to pay or the delay in payment of benefits or claims,
     under or in connection with the Policies.

F.   "Net Benefits" shall mean the actual amounts paid or incurred by the Ceding
     Company with respect to the Policies for all surrenders, withdrawals (full
     and partial), death benefits, annuitizations, payments on supplemental
     contracts, endowment benefits, and disability benefits, net of Excluded
     Liabilities.

G.   "Net Ceded Liabilities" shall mean any and all liabilities of the Ceding
     Company to reinsure the "Contractual Liabilities" (as defined in the
     Underlying Reinsurance Agreements) under the Policies pursuant to the terms
     of the Underlying Agreements, but shall not include Excluded Liabilities.

H.   "Net Statutory Liabilities" shall have the meaning set forth in Article V
     of this Agreement.

I.   "Policy or Policies" shall mean the universal life insurance contracts and
     riders associated thereto that are reinsured by the Ceding Company under
     the Underlying Reinsurance Agreements. "Policy or Policies" expressly
     excludes all other insurance policies and associated riders reinsured by
     the Ceding Company under the Underlying Reinsurance Agreements, including,
     but not limited to, health insurance policies, term policies, disability
     policies and cancer policies.

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J.   "Statutory Reserves" means the statutory reserves of the Ceding Company
     with respect to the Policies determined pursuant to accounting practices
     prescribed by applicable regulatory authorities and in accordance with
     sound actuarial practices, as such reserves would have been included in
     lines 1, 2, 3, 4, and 8 of the NAIC Annual Statement Blank page 3 (2003
     format)

K.   "Third-Party Reinsurance Agreements" shall mean any written reinsurance
     agreements under which Ceding Company has ceded liabilities with respect to
     the Policies, other than this Agreement.


                                   ARTICLE II
                              BASIS OF REINSURANCE

The Ceding Company agrees to retrocede and the Reinsurer agrees to accept Net
Ceded Liabilities. The reinsurance provided hereunder shall be on a 100%
coinsurance basis.


                                   ARTICLE III
                 LIABILITY OF REINSURER; COINSURANCE PROVISIONS

A.   All of the Net Ceded Liabilities shall be reinsured pursuant to the terms
     of this Agreement as of the Effective Date.

B.   The liability of the Reinsurer with respect to Policies in force on the
     Effective Date will begin on the Effective Date. The Reinsurer's liability
     with respect to any Policy will terminate on the date the Ceding Company's
     liability on such contract terminates. However, termination of this
     Agreement will not terminate the Reinsurer's liability for Net Benefits
     prior to the date of termination. If any of the Policies are reduced or
     terminated by payment of a death benefit, withdrawal or surrender, the
     reinsurance will be reduced proportionately or terminated.

C.   The reinsurance provided under this Agreement is subject to the same
     limitations and conditions as set forth in the Policies and the Underlying
     Reinsurance Agreements.

D.   Ceding Company shall not make any changes or modifications to any of the
     Underlying Reinsurance Agreements except with Reinsurer's prior written
     consent, including, but not limited to any changes to comply with any
     applicable law, rule or regulation. Such consent shall not be unreasonably
     withheld.

E.   Some of the Policies reinsured by the Ceding Company under the Great
     Southern Agreement provide that Great Southern may in its discretion, from
     time to time, declare interest rates, cost of insurance rates, premium
     payments or other non-guaranteed

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     elements that are or affect required premium payments or are used to
     determine policy or contract values.

     Under Article 4.06 of the Great Southern Agreement, Great Southern has
     agreed:

          To set such discretionary rates, cost of insurance rates, premium
          rates or other non-guaranteed elements to be declared on the Policies
          and the effective dates thereof, in accordance with AHL's
          recommendations;

          To allow AHL on behalf of Great Southern to notify policyholders and
          contract holders of such changes and the effective dates thereof; and

          To fully cooperate with AHL in obtaining any required regulatory
          approvals in connection with setting or changing such discretionary
          interest rates, cost of insurance rates, premium rates or other
          non-guaranteed elements.

     So long as this Retrocessional Reinsurance Agreement is in effect, the
     Ceding Company agrees that it shall not take any of the above described
     actions to be performed by it without the Reinsurer's prior written
     approval. However, such prior approval shall not be required so long as
     Ceding Company and Reinsurer remain affiliates.

F.   Ceding Company shall not waive or exercise any of its rights under any of
     the Underlying Reinsurance Agreements (including, but not limited to, those
     described in Article III.E above), without the prior written consent of
     Reinsurer. However, such prior approval shall not be required so long as
     Ceding Company and Reinsurer remain affiliates.

G.   Conversions, exchanges, or replacements of Policies are not reinsured under
     this Agreement, unless agreed to in writing by Reinsurer.


                                   ARTICLE IV
                                     CLAIMS

A.   Reinsurer shall not be liable to pay Ceding Company for any
     Extra-Contractual Obligations, except to the extent such liabilities or
     obligations arise directly from and are proximately caused by the gross
     negligence or willful acts or omissions of Reinsurer, its agents,
     contractors or employees in the performance of Reinsurer's duties and
     obligations under this Agreement.

     In the event of a change in the amount of the Ceding Company's liability
     under the Underlying Agreements due to a misstatement of age or sex, the
     Reinsurer's liability will be changed proportionately under this Agreement.

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B.   The Ceding Company shall notify the Reinsurer, as soon as possible,
     whenever the Ceding Company has received a notice on any Policy reinsured
     under this Agreement.

     The Ceding Company shall promptly provide the Reinsurer with proper claim
     papers and proofs when requesting payment. The Reinsurer shall promptly pay
     its share of each claim in a lump sum. Reinsurer shall have the right to
     approve all claim payments, and any decision by Ceding Company to contest,
     compromise or litigate a claim shall be subject to Reinsurer's prior
     written approval.



                                    ARTICLE V
                                RESERVE TRANSFERS

A.   Within forty-five (45) days of the latter of the Effective Date or the date
     Ceding Company has received approval from all necessary regulatory
     authorities ("Settlement Date"), assets consisting of policy loans
     (including accrued policy loan interest), cash and investments, accrued
     investment income, and uncollected or deferred premiums net of unearned
     investment income, shall be transferred by Ceding Company to Reinsurer with
     a market value amount calculated as of the Effective Date equal to the Net
     Statutory Liabilities for the Policies reinsured under this Agreement plus
     the Interest Maintenance Reserve adjustment for current year's liability
     gains/losses impacting the positive or negative reserve balance as a result
     of this transaction. The Net Statutory Liabilities shall equal the
     Statutory Reserves (net of reserves for any Third-Party Reinsurance
     Agreements) plus premium deposit funds plus unearned premiums plus unearned
     policy loan interest. Ceding Company shall also pay to Reinsurer interest
     on such amount at the rate of four percent (4%) per annum, simple rate,
     beginning on the Effective Date and ending on the Settlement Date.

                                   ARTICLE VI
                            SETTLEMENT AND REPORTING

     A.   While this Agreement is in effect, Ceding Company shall pay to
          Reinsurer no less frequently than quarterly, with respect to all
          Policies, a reinsurance premium equal to(or the accounting equivalent
          of) the sum of Items (a) and (b) below: (a) equals gross premiums
          (direct and reinsurance assumed) collected by Ceding Company during
          the settlement period. (b) equals policy loan repayments collected by
          Ceding Company with respect to the Underlying Reinsurance Agreements

     B.   While this Agreement is in effect, Reinsurer shall pay to Ceding
          Company no less frequently than quarterly, a benefit and expense
          allowance equal to (or the accounting equivalent of) the sum of Items
          (a), (b), (c), (d), and (e) below, as applicable for the period since
          the date of Reinsurer's last payment to Ceding Company where:

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         (a)      equals benefits paid or incurred by Ceding Company with
                  respect to the Policies pursuant to the Underlying
                  Reinsurance Agreements.

         (b)      equals expense allowances, guarantee fund assessments,
                  commissions and other sales compensation paid or incurred by
                  Ceding Company with respect to the Policies pursuant to the
                  Underlying Reinsurance Agreements.

         (c)      equals premium taxes paid or incurred by Ceding Company with
                  respect to the Policies pursuant to the Underlying Reinsurance
                  Agreements.

         (d)      equals policy loan distributions to policyholders paid or
                  incurred by Ceding Company with respect to the Policies
                  pursuant to the Underlying Reinsurance Agreements.

         (e)      equals administrative fees paid or incurred by the Ceding
                  Company under third party administration agreements covering
                  the Policies ceded under this Agreement.

     C.   Ceding Company will provide Reinsurer with accounting reports on a
          time schedule determined by Reinsurer, which schedule shall be no less
          frequently than quarterly within fifteen (15) days following the end
          of each calendar quarter. These reports will contain sufficient
          information about the Policies to enable the reinsurer to prepare its
          quarterly and annual financial reports.

     D.   Settlements as set out in Article VI, Paragraphs A and B will occur on
          a time schedule determined by Reinsurer, which schedule shall be no
          less frequently than quarterly within sixty (60) days following the
          end of each calendar quarter.


                                   ARTICLE VII
                                   TAX MATTERS

          With respect to this Agreement, the Ceding Company and the Reinsurer
          hereby make the election as set forth in Exhibit B and as provided for
          in section 1.848-2(g)(8) of the Treasury Regulations. Each of the
          parties hereto agrees to take such further actions as may be necessary
          to ensure the effectiveness of such election.


                                  ARTICLE VIII
                                 RESERVE CREDIT

The Reinsurer shall, to the extent necessary, together with all its subsequent
retrocessionaires, establish adequate net reserves, and shall agree in good
faith to take any other steps necessary,

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pursuant to the requirements of Florida or any other state or jurisdiction in
which the Ceding Company is licensed or accredited as of the Effective Date, for
the Ceding Company to take statutory credit for reinsurance ceded to an
unadmitted, unauthorized or unaccredited reinsurer, up to the full amount of the
reserve that the Ceding Company would have established for the Policies if it
had retained the Policies.


                                   ARTICLE IX
                                   OVERSIGHTS

Unintentional clerical errors, oversights, omissions or misunderstandings in
the administration of this Agreement by either the Ceding Company or the
Reinsurer shall not be deemed a breach of this Agreement provided the clerical
error, oversight, omission or misunderstanding is corrected promptly after
discovery. Both the Ceding Company and the Reinsurer shall be restored to the
positions they would have occupied had such error, oversight, omission, or
misunderstanding not occurred.


                                    ARTICLE X
                              INSPECTION OF RECORDS

Either party, their respective employees or authorized representatives, may
audit, inspect and examine, during regular business hours, at the home office of
either party, any and all books, records, statements, correspondence, reports,
trust accounts and their related documents or other documents that relate to the
Policies covered under this Agreement. The audited party agrees to provide a
reasonable workspace for such audit, inspection or examination and to cooperate
fully and to faithfully disclose the existence of and produce any and all
necessary and reasonable materials requested by such auditors, investigators, or
examiners. The party performing a routine audit shall provide five (5) working
days advance notice to the other party. The expense of the respective party's
employee(s) or authorized representative(s) engaged in such activities will be
borne solely by such party.


                                   ARTICLE XI
                                   INSOLVENCY

A.   Subject to the other provisions of this Agreement, the Net Ceded
     Liabilities ceded to the Reinsurer shall be payable on demand of the Ceding
     Company at the same time as the Ceding Company shall pay its net retained
     portion of such risk or obligation, and the reinsurance provided under this
     Agreement shall be payable by the Reinsurer on the basis of the liability
     of the Ceding Company with respect to the Policies under the terms of the
     Underlying Agreements without diminution because of the insolvency of the
     Ceding Company. In the event of the insolvency of the Ceding Company and
     the appointment of

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     a conservator, liquidator or statutory successor of the Ceding Company,
     such Net Ceded Liabilities shall be payable to such conservator, liquidator
     or statutory successor immediately upon demand, on the basis of claims
     allowed against the Ceding Company by any court of competent jurisdiction
     or, by any conservator, liquidator or statutory successor of the Ceding
     Company having authority to allow such claims, without diminution because
     of such insolvency or because such conservator, liquidator or statutory
     successor has failed to pay all or a portion of any claims. Payments by the
     Reinsurer as above set forth shall be made directly to the Ceding Company
     or its conservator, liquidator or statutory successor.

B.   Further, in the event of the insolvency of the Ceding Company, the
     liquidator, receiver or statutory successor of the insolvent Ceding Company
     shall give written notice to the Reinsurer of the pendency of any
     obligation of the insolvent Ceding Company on any Net Ceded Liability,
     whereupon the Reinsurer may investigate such claim and interpose at its own
     expense, in the proceeding where such claim is to be adjudicated, any
     defense or defenses which it may deem available to the Ceding Company or
     its liquidator or statutory successor. The expense thus incurred by the
     Reinsurer shall be chargeable, subject to court approval, against the
     insolvent Ceding Company as part of the expenses of liquidation to the
     extent of a proportionate share of the benefit which may accrue to the
     Ceding Company solely as a result of the defense undertaken by the
     Reinsurer.

C.   In the event of the Reinsurer's insolvency, any payments due the Reinsurer
     from the Ceding Company pursuant to the terms of this Agreement will be
     made directly to the Reinsurer or its conservator, liquidator, receiver or
     statutory successor.


                                   ARTICLE XII
                                   ARBITRATION

A.   Prior to initiation of arbitration, the Reinsurer and Ceding Company agree
     that they will first negotiate diligently and in good faith to agree on a
     mutually satisfactory resolution of any dispute. Provided, however that if
     any such dispute cannot be resolved within sixty (60) days (or such longer
     period as the parties may agree) after written notice invoking the
     negotiation period of this Article is delivered by either party, the
     Reinsurer and the Ceding Company agree that they will submit this dispute
     to arbitration as described below.

B.   The Reinsurer and the Ceding Company intend that any and all disputes
     between them under or with respect to this Agreement be resolved without
     resort to any litigation. Any and all disputes or differences between the
     Ceding Company and the Reinsurer arising out of this Agreement, including,
     but not limited to disputes or differences relating to the interpretation
     or performance of this Agreement, its formation or validity, or any
     transaction under this Agreement, whether arising before or after
     termination, shall be submitted to arbitration. Arbitration shall be the
     sole method of dispute resolution,

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     regardless of the insolvency of either party, unless the conservator,
     receiver, liquidator or statutory successor is specifically exempted from
     arbitration proceeding by applicable state law of the insolvency.

C.   Arbitration shall be initiated by the delivery of written notice of demand
     for arbitration ("Arbitration Notice") by one party to another. Such
     written notice shall contain a brief statement of the issue(s), remedies
     sought, and the failure of the parties to reach amicable agreement as
     provided in Paragraph A above.

D.   The arbitrators and umpire shall be present or former disinterested
     officers of life reinsurance or insurance companies other than the two
     parties to the Agreement or any company owned by, or affiliated with,
     either party. Each party shall appoint an individual as arbitrator and the
     two so appointed shall then appoint the umpire. If either party refuses or
     neglects to appoint an arbitrator within thirty (30) days after delivery of
     the Arbitration Notice, the other party may appoint the second arbitrator.
     If the two arbitrators do not agree on an umpire within thirty (30) days of
     the appointment of the second appointed arbitrator, each of the two
     arbitrators shall nominate three individuals. Each arbitrator shall then
     decline two of the nominations presented by the other arbitrator. The
     umpire shall be chosen from the remaining two nominations by drawing lots.

E.   The arbitration hearings shall be held in the city in which the Reinsurer's
     head office is located or any such other place as may be mutually agreed.
     Each party shall submit its case to the arbitrators and umpire within one
     hundred and eighty (180) days of the selection of the umpire or within such
     longer period as may be agreed.

F.   The arbitration panel shall make its decision with regard to the custom and
     usage of the insurance and reinsurance business. The arbitration panel
     shall interpret this Agreement as an honorable engagement; they are
     relieved of all judicial formalities and may abstain from following strict
     rules of law. The arbitration panel shall be solely responsible for
     determining what evidence shall be considered and what procedure they deem
     appropriate and necessary in the gathering of such facts or data to decide
     the dispute.

G.   The decision in writing of the majority of the arbitration panel shall be
     final and binding upon the parties. Judgment may be entered upon the final
     decision of the arbitration panel in any court having jurisdiction.

H.   The jointly incurred costs of the arbitration are to be borne equally by
     both parties. Jointly incurred costs are specifically defined as any costs
     that are not solely incurred by one of the parties (e.g., attorneys' fees,
     expert witness fees, travel to the hearing site, etc.). Costs incurred
     solely by one of the parties shall be borne by that party. Once the panel
     has been selected, the panel shall agree on one billable rate for each of
     the arbitrators and umpire and that sole cost shall be disclosed to the
     parties and become payable as a jointly incurred cost as described above.

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                                  ARTICLE XIII
                              PARTIES TO AGREEMENT

This Agreement is solely between the Ceding Company and the Reinsurer. Except as
otherwise provided herein, the terms and provisions of this Agreement are
intended solely for the benefit of the parties hereto, and their respective
successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person, and no such rights
shall be conferred upon any person or entity not a party to this Agreement.

Ceding Company shall be and remain solely and directly liable to Great Southern
and Security Life of Denver under the Underlying Reinsurance Agreements.


                                   ARTICLE XIV
                      DURATION OF AGREEMENT AND TERMINATION

A.   DURATION. This agreement will be effective as of the Effective Date, and
     will be unlimited as to its duration.

B.   TERMINATION FOR NEW BUSINESS. This Agreement shall automatically terminate
     for new business as of the Effective Date.


                                   ARTICLE XV
                               GENERAL PROVISIONS

A.   ENTIRE AGREEMENT. This Agreement supercedes any and all prior discussions
     and understandings between the parties and constitutes the entire Agreement
     between the Reinsurer and the Ceding Company with respect to the
     retrocession provided hereunder. There are no understandings between the
     parties other than as expressed in this Agreement.

B.   NOTICES. Any notice or communication given pursuant to this Agreement must
     be in writing and (1) delivered personally, (2) sent by facsimile
     transmission, (3) delivered by overnight express, or (4) sent by registered
     or certified mail, postage prepaid, to such address or addresses each party
     may designate from time to time for receipt of notices or communications.
     The initial notice addresses are as follows:


     If to the Reinsurer:      Allstate Life Insurance Company
                               3100 Sanders Road, Suite M5A
                               Northbrook, Illinois 60062-7154
                               Attention:  Steve Shebik, Vice President, Finance

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                                Facsimile No.: (847) 326-5054

     If to the Ceding Company:  American Heritage Life Insurance Company
                                1776 American Heritage Life Drive
                                Jacksonville, Florida 32224-6688
                                Attention:  Greg Guidos, Chief Financial Officer
                                Facsimile No.: (904) 992-2658

     All notices and other communications required or permitted under the terms
     of this Agreement that are addressed pursuant to this Article XV shall: (1)
     if delivered personally or by overnight express, be deemed given upon
     delivery; (2) if delivered by facsimile transmission, be deemed given when
     electronically confirmed; and (3) if sent by registered or certified mail,
     be deemed given when received.

C.   EXPENSES. Except as may be otherwise expressly provided in this Agreement,
     whether or not the transactions contemplated hereby are consummated, each
     of the parties hereto shall pay its own costs and expenses incident to
     preparing for, entering into and carrying out this Agreement and the
     consummation of the transactions contemplated hereby.

D.   COUNTERPARTS. This Agreement may be executed in one or more counterparts,
     each of which shall be deemed an original, but all of which shall
     constitute one and the same instrument and shall become effective when one
     or more counterparts have been signed by each of the parties and delivered
     to the other parties.

E.   AMENDMENT. Any modification or modification to this Agreement shall be null
     and void unless made by written instrument executed by both parties hereto.

F.   ASSIGNMENT; BIND EFFECT. Neither this Agreement nor any of the rights,
     interests or obligations under this Agreement shall be assigned, in whole
     or in part, by either of the parties hereto without the prior written
     consent of the other party, which consent shall not be unreasonably
     withheld, and any such assignment that is attempted without such consent
     shall be null and void. Subject to the preceding sentence, this Agreement
     shall be binding upon, inure to the benefit of, and be enforceable by the
     parties and their respective successors and permitted assigns.

G.   INVALID PROVISIONS. If any provision of this Agreement is held to be
     illegal, invalid, or unenforceable under any present or future law, and if
     the rights or obligations of the parties hereto under this Agreement will
     not be materially and adversely affected thereby, (1) such provision shall
     be fully severable; (2) this Agreement shall be construed and enforced as
     if such illegal, invalid, or unenforceable provision had never comprised a
     part hereof; and (3) the remaining provisions of this Agreement shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision or by its severance herefrom.

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H.   WAIVER. Any term or condition of this Agreement may be waived in writing at
     any time by the party that is entitled to the benefit thereof. A waiver on
     one occasion shall not be deemed to be a waiver of the same or any other
     breach or nonfulfillment on a future occasion. All remedies, either under
     the terms of this Agreement, or by law or otherwise afforded, shall be
     cumulative and not alternative, except as otherwise provided by law.

I.   HEADINGS, ETC. The headings used in this Agreement have been inserted for
     convenience and do not constitute matter to be construed or interpreted in
     connection with this Agreement. Unless the context of this Agreement
     otherwise requires, (1) words using the singular or plural number also
     include the plural or singular number, respectively; (2) the terms
     "HEREOF," "HEREIN," "HEREBY," "HERETO," "HEREUNDER," and derivative or
     similar words refer to this entire Agreement (including the exhibits
     hereto); (3) the term "ARTICLE" refers to the specified Article of this
     Agreement; (d) the term "EXHIBIT" refers to the specified Exhibit attached
     to this Agreement; and (e) the term "PARTY" means, on the one hand, the
     Ceding Company, and on the other hand, the Reinsurer.

J.   OFFSET. Any debits or credits incurred after the Effective Date in favor of
     or against either the Ceding Company or the Reinsurer with respect to this
     Agreement are deemed mutual debits or credits, as the case may be, and
     shall be set off against each other dollar for dollar.

K.   COMPLIANCE WITH LAWS. The parties hereto shall at all times comply with all
     applicable laws in performing their obligations under this Agreement.

L.   SURVIVAL. All provisions of this Agreement shall survive its termination to
     the extent necessary to carry out the purposes of this Agreement or to
     ascertain and enforce the parties' rights or obligations hereunder existing
     at the time of termination.

M.   CALENDAR DAYS. Unless otherwise specified, all references to "day" in this
     Agreement shall mean calendar days.

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IN WITNESS HEREOF, the parties to this Retrocessional Reinsurance Agreement have
caused it to be duly executed in duplicate by their respective officers on the
dates shown below.


ALLSTATE LIFE INSURANCE COMPANY

By:      /s/ JAMES P. ZILS
         ----------------------------------
Name:    JAMES P. ZILS
         ----------------------------------
Title:   TREASURER
         ----------------------------------
Date     DECEMBER 17, 2004
         ----------------------------------

AMERICAN HERITAGE LIFE INSURANCE COMPANY

By:      /s/ SAMUEL H. PILCH
         ----------------------------------
Name:    SAMUEL H. PILCH
         ----------------------------------
Title:   GROUP VICE PRESIDENT
         ----------------------------------
Date     DECEMBER 17, 2004
         ----------------------------------

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                                    EXHIBIT B
                                  TAX ELECTION


The Ceding Company and the Reinsurer hereby make an election pursuant to
Treasury Regulations Section 1.848-2(g)(8). This election shall be effective for
the tax year during which the Effective Date falls and all subsequent taxable
years for which this Agreement remains in effect. Unless otherwise indicated,
the terms used in this Exhibit are defined by reference to Treasury Regulations
Section 1.848-2 as in effect on the date hereof. As used below, the term "PARTY"
or "PARTIES" shall refer to the Ceding Company or the Reinsurer, or both, as
appropriate.

1.   The party with the Net Positive Consideration (as defined in Section 848 of
     the Code and related Treasury Regulations) with respect to the transactions
     contemplated under this Agreement for any taxable year covered by this
     election will capitalize specified policy acquisition expenses with respect
     to such transactions without regard to the general deductions limitation of
     Section 848(c)(1) of the Code.

2.   The parties agree to exchange information pertaining to the amount of Net
     Consideration (as defined in Section 848 of the Code and related Treasury
     Regulations) under this Agreement each year to ensure consistency or as is
     otherwise required by the Internal Revenue Service. The exchange of
     information each year will follow the procedures set forth below:

     (a)  By April 1 of each year, the Ceding Company will submit a schedule to
          the Reinsurer of its calculation of the Net Consideration for the
          preceding calendar year. This schedule of calculations will be
          accompanied by a statement signed by an authorized representative of
          the Ceding Company stating the amount of the Net Consideration the
          Ceding Company will report in its tax return for the preceding
          calendar year.

     (b)  Within thirty (30) days of the Reinsurer's receipt of the Ceding
          Company's calculation, the Reinsurer may contest such calculation by
          providing an alternative calculation to the Ceding Company in writing.
          If the Reinsurer does not notify the Ceding Company that it contests
          such calculation within said 30-day period, the calculation will be
          presumed correct and the Reinsurer shall also report the Net
          Consideration as determined by the Ceding Company in the Reinsurer's
          tax return for the preceding calendar year.

     (c)  If the Reinsurer provides an alternative calculation of the Net
          Consideration pursuant to clause (b), the parties will act in good
          faith to reach an agreement as to the correct amount of Net
          Consideration within thirty (30) days of the date the Ceding Company
          receives the alternative calculation from the Reinsurer. When the
          Ceding Company and the Reinsurer reach agreement on an amount of Net
          Consideration, each party shall report the applicable amount in their
          respective tax returns for the preceding calendar year.

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