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                                                                    EXHIBIT 10.4

                               FIRST AMENDMENT TO
                              REINSURANCE AGREEMENT

         THIS FIRST AMENDMENT TO REINSURANCE AGREEMENT (this "First Amendment"),
dated this 26th day of July, 2004, is made by and between COLUMBIA UNIVERSAL
LIFE INSURANCE COMPANY, a life insurance company domiciled in the State of Texas
("Ceding Company") and ALLSTATE LIFE INSURANCE COMPANY, a life insurance company
domiciled in the State of Illinois ("Reinsurer").

                                    RECITALS

         WHEREAS, Ceding Company and Reinsurer entered into a Reinsurance
Agreement, effective as of June 1, 2004 (the "Agreement"); and

         WHEREAS, Ceding Company and Reinsurer desire to make certain 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.    This First Amendment shall be effective as of July 1, 2004.

         2.    The parties hereby amend the Agreement by adding the following
               provisions to the Agreement:

                                   ARTICLE XVI
                                      TRUST

               A.   TRUST. At any time after the occurrence of any of the
               following events, Ceding Company shall have the right, upon
               delivery of written notice to Reinsurer, to require that
               Reinsurer establish a trust reasonably acceptable to Ceding
               Company (the "Trust") and deposit assets, which qualify as
               admissible assets of Reinsurer under statutory accounting
               principles and the laws of the State of Texas, therein having a
               fair market value equal to the amount of the Statutory Reserves
               of the Policies:

               (1)  if Reinsurer's RBC ratio falls between 125%-150% of the NAIC
                    Company Action Level RBC ("CAL RBC"); provided, however, if
                    Reinsurer's Statutory Reserves ceded pursuant to the
                    Agreement and the Amended and Reinstated Reinsurance
                    Agreement, dated as of June 1, 2004 between Ceding Company
                    and Reinsurer ("Ceded Statutory Reserves") are less

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                    than $200 million the provisions of Article XVI(A) will not
                    be triggered; or

               (2)  if Reinsurer's RBC ratio falls below 125% of CAL RBC, then
                    the provisions of Article XVI(A) shall be triggered
                    regardless of Reinsurer's Ceded Statutory Reserves; and

               (3)  Reinsurer's obligation to maintain the Trust shall remain in
                    effect only for such period as the events listed in either
                    (1) or (2) above remains in effect.

               B.   TRUST. Upon the receipt of Ceding Company's notice to
               require the establishment of a trust pursuant to Article XVI(A)
               hereof, and without further action by Reinsurer, Reinsurer will
               be deemed to have transferred and assigned to the Trust assets of
               Reinsurer having an aggregate market value as of the effective
               date of such notice equal to the aggregate Statutory Reserves
               established by Ceding Company as of such date with respect to the
               Policies (without giving effect to the reinsurance under this
               Agreement), together with all interest, dividend, or other
               investment income accrued on such assets from the date of
               Reinsurer's receipt of such notice until the date of the Trust's
               receipt of such assets. Reinsurer shall cooperate with Ceding
               Company in effecting the creation and funding of the Trust
               pursuant to Article XVI(A) hereof, including without limitation
               by promptly transferring amounts to the Trust described in the
               preceding sentence and by executing and delivering such other
               documents, instruments and certificates effectuating the
               establishment, funding, and maintenance of the Trust described in
               this Article and reasonably requested by the Ceding Company.
               Reinsurer shall maintain the Trust assets at a minimum level
               equal to Statutory Reserves, and Ceding Company shall provide all
               approvals and take any other action necessary to reduce the Trust
               assets upon Reinsurer's request.

                                  ARTICLE XVII
                              NOVATION; REPLACEMENT

               At the option of Reinsurer, Reinsurer may at any time (i) assume
               the Policies on a novation basis pursuant to an assumption
               reinsurance agreement to be entered into by Ceding Company and
               Reinsurer at such time having terms mutually agreeable to the
               parties or (ii) replace the Policies pursuant to replacement
               offers made to the owners of such Policies. Reinsurer will be
               responsible for paying all costs and obtaining all approvals. The
               parties hereto shall cooperate in good faith with each other in
               effecting any assumption or replacement under this Article.

         3.    Capitalized terms used but not defined herein shall have the
               meaning given to them in the Agreement.

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

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         5.    This First Amendment shall be binding on the parties hereto,
               including their affiliates, successors and assigns.


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

COLUMBIA UNIVERSAL LIFE INSURANCE   ALLSTATE LIFE INSURANCE COMPANY
COMPANY

By:            /s/                  By:             /s/
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Name: James P. Zils                 Name: Samuel H. Pilch
     ----------------------------         ------------------------------------

Title: Treasurer                    Title: Group Vice President and Controller
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