Exhibit 10.1


 


SECOND
AMENDMENT TO


ADMINISTRATIVE
SERVICES AGREEMENT


 


                THIS SECOND
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (this “Second
Amendment”) dated this 1st day of December 2007 by and between
Allstate Life Insurance Company (“Allstate Life” or “ADMINISTRATOR”) and
Lincoln Benefit Life Company (“COMPANY”).


 


RECITALS


 


                WHEREAS, ADMINISTRATOR and COMPANY entered into that certain
Administrative Services Agreement, dated as of September 1, 1998, which
was amended by amendment dated as of June 1, 2000 (the “Agreement”); and


 


                WHEREAS,
ADMINISTRATOR and COMPANY desire to make additional amendments to the Agreement
as more particularly described herein.


 


AGREEMENT


 


                NOW, THEREFORE, for good and valuable consideration and for
the mutual covenants set forth below, the parties hereto, intending legally to
be bound, hereby agree as follows:


 


1.                                       ADMINISTRATOR and COMPANY hereby agree to
delete Paragraph 2 of the Agreement titled “Fiscal Responsibility” and replace
it with the following:


 


2.             Fiscal Responsibility


Within thirty (30) days
after the end of each calendar quarter, COMPANY will submit to ADMINISTRATOR a
statement of the service fees payable to ADMINISTRATOR by COMPANY in the
preceding calendar quarter and any balance payable shall be paid within forty-five
(45) days following receipt of such statement by ADMINSTRATOR.


 


The statements rendered by the COMPANY concerning service fees
paid and/or payable, advances and indebtedness shall be conclusive, unless
within thirty (30) days following receipt of the statement the ADMINISTRATOR
notifies the COMPANY of a dispute regarding any transactions reported since the
last preceding report. If a policy on which the ADMINISTRATOR is receiving a
service fee shall lapse for any reason, no further service fee will be paid
unless the policy is reinstated solely by the efforts of the ADMINISTRATOR. The
COMPANY shall pay the ADMINISTRATOR in accordance with the Administrative Fee
Schedule attached as Exhibit C. The Administrative Fee


 


 


 


 

















 


 


Schedule is subject to change by Lincoln Benefit Life, but any
change shall not apply to business written prior to the effective date of the
change.


 


2.                                       Unless expressly modified by this Second
Amendment, the terms and conditions of the Agreement remain unchanged and in
full force and effect.


 


3.                                       This Second Amendment shall be binding on
the parties hereto, including their successors and assigns.


 


IN
WITNESS WHEREOF,
the parties hereto have executed this Second Amendment as of the day and year
first set forth above.


 


	
  ALLSTATE LIFE INSURANCE
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Samuel H. Pilch

  	
   

  
	
  Name:

  	
  Samuel
  H. Pilch

  	
   

  
	
  Title:

  	
  Group
  Vice President and Controller

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LINCOLN BENEFIT LIFE
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Samuel H. Pilch

  	
   

  
	
  Name:

  	
  Samuel
  H. Pilch

  	
   

  
	
  Title:

  	
  Group
  Vice President and Controller

  	
   

  



 


 


 


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