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                                                                    EXHIBIT 10.2

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                        ADMINISTRATIVE SERVICES AGREEMENT

                                 by and between

                         ALLSTATE LIFE INSURANCE COMPANY

                                       and

                    COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY


                          Effective as of June 1, 2004


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                        ADMINISTRATIVE SERVICES AGREEMENT

         This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), effective as
of June 1, 2004 (the "Effective Date"), is entered into by and between COLUMBIA
UNIVERSAL LIFE INSURANCE COMPANY, a life insurance company organized under the
laws of the State of Texas (the "Company"), and ALLSTATE LIFE INSURANCE COMPANY,
a life insurance company organized under the laws of the State of Illinois (the
"Administrator").

                                    RECITALS:

         WHEREAS, the parties have entered into an Amended and Restated
Reinsurance Agreement and a Reinsurance Agreement, both dated June 1, 2004
(collectively, the "Reinsurance Agreements"), pursuant to which the
Administrator, as Reinsurer, reinsures the Policies as described under the terms
of the Reinsurance Agreements (capitalized terms used herein and not defined
herein, unless otherwise indicated, have the respective meanings assigned to
them in the Reinsurance Agreements); and

         WHEREAS, the Company wishes to appoint the Administrator to administer
the Policies, and the Administrator desires to provide such administrative
services;

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

                                    ARTICLE I

                                    AUTHORITY

         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 Effective Date, all of the administrative services
necessary or appropriate with respect to the Policies including those set forth
in this Agreement (the "Administrative Services"), all on the terms as set forth
in this Agreement. In providing the Administrative Services, the Administrator
shall handle all such matters, including but not limited to the billing and
collection of premiums and the defense, adjustment, settlement and payment of
all claims arising under the Policies, as more fully described below.
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 Policies or the Administrative Services thereof to comply with
any federal, state, foreign or local statute, law, ordinance, rule, regulation,
order, writ, injunction, judgment or decree applicable to either party or any
such party's subsidiaries, properties, assets, officers, directors, employees or
agents ("Applicable Law"), or to cease performing any action that constitutes a
violation of Applicable Law.

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                                   ARTICLE II

                STANDARD FOR SERVICES; FACILITIES; SUBCONTRACTING

         Section 2.1.    STANDARD FOR SERVICES. The Administrator shall
provide the Administrative Services in good faith and with the care, skill,
prudence and diligence of a person experienced in administering life, health,
and annuity business. Without limiting the generality of the foregoing, the
Administrator shall provide the Administrative Services (i) in accordance with
the terms of the Policies, (ii) in accordance with the applicable terms of this
Agreement, (iii) in compliance with Applicable Law, (iv) in accordance with
industry standards and, subject to the foregoing, (v) to the extent applicable,
in the same manner as it conducts its own business not subject to this
Agreement.

         Section 2.2.    FACILITIES AND PERSONNEL. To the extent not
sub-contracted to a Subcontractor, 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. The Administrator may subcontract for
the performance of any Administrative Services with respect to the Policies to
(i) an Affiliate or (ii) any other Person or delayed (in each case, the
"Subcontractor"); PROVIDED, 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 regards to the providing of such service or services as
if provided by the Administrator.

                                   ARTICLE III

                                 CLAIMS HANDLING

         The Administrative Services with respect to claims for benefits
including claims outstanding on the Effective Date, shall include the following:

         Section 3.1.    CLAIM ADMINISTRATION SERVICES. The Administrator shall
acknowledge, consider, review, investigate, deny, settle, pay or otherwise
dispose of each claim for benefits reported under each Policy (each, a "Claim"
and collectively the "Claims").

         Section 3.2.    DESCRIPTION OF CLAIM ADMINISTRATION SERVICES. Without
limiting the foregoing, the Administrator shall:

               (i)       provide claimants under the Policy 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;

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               (iv)      prepare and distribute to the appropriate recipients
                         any reports required by Applicable Law;

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

               (vi)      maintain a complaint log with respect to the Policies
                         in accordance with applicable requirements of
                         Governmental Authorities 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 tenth business day of each
                         calendar quarter covering changes during the preceding
                         calendar quarter.

                                   ARTICLE IV

                        REGULATORY AND LEGAL PROCEEDINGS

         Section 4.1.    REGULATORY COMPLAINTS AND PROCEEDINGS. The
Administrator shall:

               (i)       respond to any Claims payment related complaints or
                         inquiries made by any nation or government, any state
                         or other political subdivision thereof, or any entity
                         exercising executive, legislative, judicial, regulatory
                         or administrative functions of or pertaining to
                         government (each a "Governmental Authority"), and shall
                         make best efforts to do so within the Governmental
                         Authority's 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 Authority, and of any proceedings (either
                         Claims or non-Claims related) initiated by a
                         Governmental Authority, and, in either case, use best
                         efforts to prepare and send to the Governmental
                         Authority, with a copy to the Company, a response
                         within the Governmental Authority's 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 Authorities at its own
                         cost and expense, and in the name of the Company when
                         necessary; and

               (iv)      at the Company's request, provide to the Company a
                         report in a form mutually agreed by the parties
                         summarizing the nature of any complaints, inquiries or
                         proceedings by Governmental Authorities, the alleged
                         actions

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                         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 4.2.    LEGAL PROCEEDINGS. The Administrator shall:

               (i)       notify the Company promptly of any lawsuit, action,
                         arbitration or other dispute resolution proceedings
                         that are instituted or threatened with respect to any
                         matter relating to the Policies ("Legal
                         Proceeding(s)"), and in no event more than five (5)
                         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 Company's
                         request, provide to the Company a report summarizing
                         the nature of any 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 4.3.    NOTICE TO ADMINISTRATOR. The Company shall give prompt
notice to the Administrator of any Legal Proceeding made or brought against the
Company after the Effective Date arising under or in connection with the
Policies to the extent known to it and not made against or served on the
Administrator or a Subcontractor, and in no event more than five (5) business
days after receipt of notice hereof, and shall promptly furnish to the
Administrator copies of all pleadings in connection therewith. The Administrator
shall assume the defense of the Company.

         Section 4.4.    DEFENSE OF REGULATORY AND LEGAL PROCEEDINGS.
Notwithstanding anything in this Agreement to the contrary, the Company shall
have the right to engage in its own separate legal representation, at its own
expense, and to participate fully in the defense of any Legal Proceedings or
complaints, inquiries or proceedings by governmental authorities with respect to
the Policies in which the Company is a named party without waiving any right to
indemnification it may have under Article XIV hereof. The Administrator and the
Company shall cooperate with each other with respect to the administration of
any Legal Proceeding and any complaint, inquiry or proceeding by governmental
authorities.

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                                    ARTICLE V

                            BILLINGS AND COLLECTIONS

         Section 5.1.    BILLING AND COLLECTION SERVICES. The Administrator
shall assume all responsibility for billing and collecting premiums and other
amounts payable with respect to the Policies from and after the Effective Date.
The Company shall promptly remit to the Administrator any such amounts received
by it with respect to the Policies.

                                   ARTICLE VI

                           CERTAIN ACTIONS BY COMPANY

         Section 6.1.    FILINGS. The Company shall prepare and timely file any
filings required to be made with any Governmental Authority that relate to the
Company generally and not just to the Policies, including filings with guaranty
associations and filings and premium tax returns with taxing authorities. The
Administrator shall, in a timely fashion 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 Policies that may be
reasonably required for the Company to prepare such filings and tax returns.

         Section 6.2.    ANNUAL ADJUSTMENT. The Company shall pay or provide to
the Administrator the benefit of any Post-Effective Date Assessments, which have
been or can be applied to reduce the Company's premium tax liability ("Premium
Tax Credits"). The Company shall provide to the Administrator by March 15 of
each year a statement of the amount (the "Annual Adjustment") of (i) premium
taxes due with respect to premiums collected during the prior calendar year (to
the extent that such premium taxes constitute reinsured risks with respect to
the Policies), less (ii) estimated premium taxes paid by the Administrator to
the Company with respect to such premiums under the provisions of Article VII,
less (iii) Premium Tax Credits for the prior calendar year. By March 30 of each
year the Administrator shall pay to the Company the Annual Adjustment, if a
positive amount, and the Company will pay or credit to the Administrator the
Annual Adjustment, if a negative amount.

                                   ARTICLE VII

              QUARTERLY PREMIUM TAX AND INSOLVENCY FUND ACCOUNTINGS

         Section 7.1.    QUARTERLY ACCOUNTINGS. Within thirty (30) 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 or
payable to the extent that such assessments constitute reinsured risks with
respect to the Policies (collectively, the "Post-Effective Date Assessments").
Within thirty (30) 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

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"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 Policies as a result of premiums collected
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; PROVIDED, HOWEVER, that any
Post-Effective Date Assessments set forth in an Insolvency Fund Quarterly
Accounting received by the Administrator less than five (5) Business Days prior
to the Administrator's delivery of such Quarterly Premium Tax Accounting will be
paid within fifteen (15) Business Days of receipt by the Administrator of such
Insolvency Fund Quarterly Accounting. Each of the parties agrees to supply to
the other a copy of all supporting data used in preparing the Quarterly
Accountings prepared by such party.

         Section 7.2.    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 ten (10) Business Days after the parties hereto mutually
agree as to the appropriate revision.

                                  ARTICLE VIII

                     REGULATORY MATTERS AND AUDIT REPORTING

         Section 8.1.    REGULATORY COMPLIANCE AND REPORTING. The Administrator
shall provide to the Company such information with respect to the Policies as is
required to satisfy all current and future informational reporting, prior
approval and any other requirements imposed by any Governmental Authority. Upon
the reasonable request of the Company, the Administrator shall timely prepare
such reports and summaries, including statistical summaries, as are necessary or
reasonably required to satisfy any requirements imposed by a Governmental
Authority upon the Company with respect to the Policies. In addition, the
Administrator, upon the reasonable request of the Company, shall promptly
provide to the Company copies of all existing records relating to the Policies
(including, with respect to records maintained in machine readable form, hard
copies) that are necessary to satisfy such requirements. Among other
responsibilities:

               (i)       The Administrator shall promptly prepare and furnish to
                         Governmental Authorities all reports and related
                         summaries (including, without limitation, statistical
                         summaries), certificates of compliance and other
                         reports required or requested by a Governmental
                         Authority.

               (ii)      The Administrator shall assist the Company and
                         cooperate with the Company in doing all things
                         necessary, proper or advisable, in the most expeditious
                         manner practicable in connection with any and all
                         market conduct or other Governmental Authority
                         examinations relating to the Policies.

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         Section 8.2.    REPORTING AND ACCOUNTING.  The Administrator shall
assume the reporting and accounting obligations set forth below:

               (i)       As soon as practicable but not more than forty (40)
                         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 request of the Company,
                         detailed supporting records) related to the Policies as
                         may be reasonably required for use in connection with
                         the preparation of the Company's statutory and 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 premium written and earned
                         and all Losses and Allocated Loss Adjustment Expenses
                         paid. The parties shall cooperate in good faith to
                         establish the manner for the providing of such reports.

               (ii)      The Administrator shall provide to the Company such
                         reports or summaries (and, upon the request of the
                         Company, detailed supporting records therefor) related
                         to the payment of commissions under the Policies as
                         agreed by the parties.

         Section 8.3.    ADDITIONAL REPORTS AND UPDATES. For so long as this
Agreement remains in effect, each party shall periodically furnish to the other
such other reports and information as may be reasonably required by such other
party for regulatory, tax or similar purposes and reasonably available to it.

                                   ARTICLE IX

                      MISCELLANEOUS ADMINISTRATIVE SERVICES

         The Administrator shall assume the obligations set forth below:

               (i)       The Administrator shall timely pay to the
                         policyholders, including any certificateholder
                         thereunder, any refunds of any kind due under the
                         Policies.

               (ii)      The Administrator shall process all policy changes,
                         lapses, cancellations, and reinstatements in accordance
                         with the terms of this Agreement and the express terms
                         of the Policies and shall assume responsibility for
                         providing all other administrative servicing in
                         connection with the Policies.

               (iii)     The Administrator shall pay commissions due under the
                         Policies.

               (iv)      The Administrator shall provide such other
                         Administrative Services as are necessary or appropriate
                         to fully effectuate the purpose of the Reinsurance
                         Agreements and this Agreement, including such
                         Administrative Services as are not performed by or on
                         behalf of Company on the date hereof but

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                         the need for which may arise due to changes or
                         developments in Applicable Law.


                                   ARTICLE X

                                BOOKS AND RECORDS

         The Administrator shall keep accurate and complete records, files and
accounts of all transactions and matters with respect to the Policies and the
administration thereof in accordance with Applicable Law and its record
management practices in effect from time to time for the Administrator's
insurance business not covered by this Agreement, if any. The parties to this
Agreement and their designated representatives may upon reasonable notice
inspect, at the offices of the Administrator or the Company where such records
are located, the papers and any and all other books or documents of the
Administrator or the Company reasonably relating to this Agreement, including
the Policies, and shall have access to appropriate employees and representatives
of the other party, in each case during normal business hours for such period as
this Agreement is in effect or for as long thereafter as any rights or
obligations of any party survives or the Administrator or the Company reasonably
need access to such records for regulatory, tax or similar purposes. The
information obtained shall be used only for purposes relating to the
transactions contemplated under this Agreement.

                                   ARTICLE XI

                                   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 Authorities and furnishing any
additional assistance, information and documents as may be reasonably requested
by a party from time to time.

                                   ARTICLE XII

                              PRIVACY REQUIREMENTS

         In providing the Administrative Services provided for under this
Agreement, and in connection with maintaining, administering, handling and
transferring the data of the policyholders and other recipients of benefits
under the Policies, the Administrator shall, and shall cause its Affiliates and
any permitted Subcontractors to, comply with all confidentiality and security
obligations applicable to them, in connection with the collection, use,
disclosure, maintenance and transmission of personal, private, health or
financial information about individual policyholders or benefit recipients,
including the provisions of privacy policies under which such information was
gathered, those laws currently in place and which may become effective during
the term of this Agreement, including Gramm-Leach-Bliley Act, the Health
Insurance Portability and Accountability Act of 1996 and any other Applicable
Laws. The Administrator shall entitle the Company and its agents and
representatives, the Commissioner of Health and Human Services and such other
Governmental Authorities to the extent required by

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Applicable Law, to audit the Administrator's compliance herewith. The
Administrator shall also enable individual subjects of personally identifiable
information, upon request from such individuals, to review and correct
information maintained by the Administrator about them, and to restrict use of
such information. The Administrator shall promptly report to the Company any
violation of this provision of which the Administrator becomes aware.

                                  ARTICLE XIII

                    CONSIDERATION FOR ADMINISTRATIVE SERVICES

         There shall be no fee or other consideration due to the Administrator
for the performance of Administrative Services under this Agreement.

                                   ARTICLE XIV

                                 INDEMNIFICATION

         Section 14.1.   INDEMNIFICATION. (a) As used in this Article XIV,
"Loss" and/or "Losses" shall mean losses, liabilities, costs, claims, causes of
action, demands, settlements, damages including compensatory, extra contractual
and punitive damages, fines, penalties and expenses (including reasonable
attorneys' fees and expenses).

               (b)       Administrator agrees to indemnify and hold harmless
Company and any of its directors, officers, employees, agents, representatives
and affiliates (and the directors, officers, employees, agents and
representatives of such affiliates) from any and all Losses arising out of or
caused by any actual or alleged: (i) fraud, theft or embezzlement by directors,
officers, employees, agents, subcontractors, successors or assigns of
Administrator arising out of the performance of its obligations under of this
Agreement during its term; (ii) failure, either intentional or unintentional, of
Administrator to properly perform the services or take the actions required by
this Agreement, including the failure to properly process, evaluate and pay
claims or to comply with disbursement requests in accordance with the terms of
this Agreement; (iii) acts of negligence or willful misconduct committed by
directors, officers, employees, agents, subcontractors, successors or assigns of
Administrator arising out of the performance of its obligations under its term;
or (iv) failure of Administrator to comply with Applicable Laws, rules and
regulations arising out of the performance of its obligations under its term of
this Agreement, other than in the case of (i), (ii), (iii) or (iv), any failure
on the part of Administrator caused by the action or inaction of the Company.

               (c)       Company agrees to indemnify and hold harmless
Administrator and any of its directors, officers, employees, agents,
representatives and affiliates (and the directors, officers, employees, agents
and representatives of such affiliates) from any and all Losses arising out of
or caused by any actual or alleged: (i) fraud, theft or embezzlement by
directors, officers, employees, agents, successors or assigns of Company arising
out of the performance of its obligations under its term; (ii) failure, either
intentional or unintentional of Company to take the actions required by this
Agreement; (iii) acts of negligence or willful misconduct committed by
directors, officers, employees, agents, successors or assigns of Company arising
out of this

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Agreement during its term ; or (iii) failure of Company to comply with
Applicable Laws, rules and regulations arising out of this Agreement during its
term other than any failure on the part of Company caused by the action or
inaction of Administrator, including when acting in the name or on behalf of
Company, whether or not in compliance with the terms of this Agreement.

         Section 14.2.   INDEMNIFICATION PROCEDURES. (a) In order for a party
(the "Indemnified Party") to be entitled to any indemnification provided for
under this Agreement in respect of, arising out of or involving a claim or
demand made by, or an action, proceeding or investigation instituted by, any
Person not a party to this Agreement (a "Third Party Claim"), such Indemnified
Party must notify the other party (the "Indemnifying Party") in writing, and in
reasonable detail, of the Third Party Claim within ten (10) business days after
such Indemnified Party learns of the Third Party Claim; PROVIDED, HOWEVER, that
failure to give such notification shall not affect the indemnification provided
hereunder except to the extent the Indemnifying Party shall have been actually
prejudiced as a result of such failure . Thereafter, the Indemnified Party shall
deliver to the Indemnifying Party, within five (5) business days after the
Indemnified Party's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnified Party relating to the Third
Party Claim.

               (b)       If a Third Party Claim is made against an Indemnified
Party, the Indemnifying Party will be entitled to participate in the defense
thereof and, if it so chooses, to assume the defense thereof with counsel
selected by the Indemnifying Party. If the Indemnifying Party assumes such
defense, the Indemnified Party shall have the right to participate in the
defense thereof and to employ counsel, at its own expense, separate from the
counsel employed by the Indemnifying Party. If the Indemnifying Party chooses to
defend or prosecute any Third Party Claim, all of the parties hereto shall
cooperate in the defense or prosecution thereof. Such cooperation shall include
the retention and (upon the Indemnifying Party's request) the provision to the
Indemnifying Party of records and information which are reasonably relevant to
such Third Party Claim, and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided
hereunder. Whether or not the Indemnifying Party shall have assumed the defense
of a Third Party Claim, the Indemnifying Party shall have no liability with
respect to any compromise or settlement of such claims effected without its
written consent (such consent not to be unreasonably withheld or delayed); the
Indemnifying Party shall not admit any liability with respect to, or settle,
compromise or discharge, such Third Party Claim without the Indemnified Party's
prior written consent (which consent shall not be unreasonably withheld or
delayed) unless (A) there is no finding or admission of any violation of law or
any violation of the rights of any Person and no effect on any other claims that
may be made against the Indemnified Party, or (B) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Party and a full and
complete release is provided to the Indemnified Party.

               (c)       The provisions of this Article XIV shall survive the
termination of this Agreement. The indemnity provided in Sections 14.1(b) and
14.1(c) shall be the sole and exclusive remedy of the Indemnified Party against
the Indemnifying Party at law or equity for any matter covered by such Sections.

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                                   ARTICLE XV

                              DURATION; TERMINATION

         Section 15.1.   DURATION. This Agreement shall commence on the
Effective Date and continue with respect to each Policy until no further
Administrative Services in respect of such Policy is required, unless this
Agreement is earlier terminated under Section 15.2.

         Section 15.2.   TERMINATION. (a) This Agreement is subject to immediate
termination at the option of the Company, upon written notice to the
Administrator, on 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 ninety (90) 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 15.2(a)(iii) shall relieve the
                         Administrator from its administrative responsibilities
                         under this Agreement. For purposes of this Agreement,
                         "Force Majeure" means any acts or omissions of any
                         civil or military authority, acts of God, 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
                         Administrator's reasonable control, irrespective of
                         whether similar to the foregoing enumerated acts,
                         omissions or occurrences;

               (iv)      The Reinsurance Agreements are terminated for any
                         reason.

               (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 15.2(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 or
delayed. If the Administrator fails to select an administrator pursuant to this
Section 15.2(c), 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.

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                                   ARTICLE XVI

                               DISPUTE RESOLUTION

         Section 16.1.   RESOLUTION OF DAMAGES. As a condition precedent to any
right arising under this Agreement, any dispute between the Company and the
Administrator arising out of the provisions of this Agreement, or concerning its
interpretation or validity, whether arising before or after termination of this
Agreement, shall be submitted to arbitration in the manner set forth in this
Article XVI. Either party may initiate arbitration of any such dispute by giving
written notice to other party by registered mail or a recognized overnight
courier of its intention to arbitrate in accordance with Section 16.3.

         Section 16.2.   COMPOSITION OF PANEL. The arbitration shall be
conducted by a panel of three (3) arbitrators, who shall be disinterested
current or former executive officers of life or health insurance companies other
than the two parties to this Agreement or their Affiliates appointed by the
American Arbitration Association, Chicago, Illinois, in its sole discretion, and
none of the parties to the arbitration shall have any right to dispute, contest
or otherwise challenge the appointment of the arbitrator.

         Section 16.3.   NOTICE OF INTENTION TO ARBITRATE. The party requesting
arbitration (hereinafter referred to as the "claimant") shall give written
notice of its intention to arbitrate by registered mail or a recognized
overnight courier to the other party (hereinafter referred to as the
"respondent").

         Section 16.4.   CHOICE OF FORUM.  Any  arbitration  instituted
pursuant to this Article XVI shall be held in Northbrook, Illinois, or such
other place as the parties may mutually agree.

         Section 16.5.   SUBMISSION OF DISPUTE TO PANEL. Unless otherwise
extended by the arbitration panel, or agreed to by the parties, the claimant
shall submit its brief to the panel within forty-five (45) days after the
appointment of the arbitration panel. The respondent shall submit its brief
within forty-five (45) days thereafter. The claimant may submit a reply brief
within thirty (30) days after the filing of the respondent's brief.
Notwithstanding anything herein to the contrary, the time period for submission
of the case to the panel may be extended or modified by mutual consent of the
parties.

         Section 16.6.   PROCEDURE GOVERNING ARBITRATION. Each party
participating in the arbitration shall have the obligation to produce those
documents and as witnesses to the arbitration those of its employees as any
other participating party reasonably requests providing always that the same
witnesses and documents be obtainable and relevant to the issues before the
arbitration and not be unduly burdensome or excessive. The parties may mutually
agree as to pre-hearing discovery prior to the arbitration hearing and in the
absence of agreement, upon the request of any party, pre-hearing discovery may
be conducted as the panel shall determine in its sole discretion to be in the
interest of fairness, full disclosure, and a prompt hearing, decision and award
by the panel. The panel shall be the final judge of the procedures of the panel,
the conduct of the arbitration, the rules of evidence, the rules of privilege
and production and of excessiveness and relevancy of any witnesses and documents
upon the petition of any

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<Page>

participating party. To the extent permitted by law, the panel shall have the
authority to issue subpoenas and other orders to enforce their decisions.

         Section 16.7.   ARBITRATION AWARD. The arbitration panel shall render
its decision within sixty (60) days after termination of the proceeding unless
the parties consent to an extension, which decision shall be in writing, stating
the reason therefor. The decision of the majority of the panel shall be final
and binding on the parties to the proceeding except to the extent otherwise
provided in the Federal Arbitration Act. Judgment upon the award may be entered
in any court having jurisdiction pursuant to the Federal Arbitration Act.

         Section 16.8.   COST OF ARBITRATION. Unless otherwise allocated by the
panel, each party shall bear the expense of its own witnesses and shall equally
bear with the other parties the expense of the arbitration panel and the
arbitration.

         Section 16.9.   LIMIT OF  AUTHORITY.  It is agreed that the
arbitrators shall have no authority to impose any punitive, exemplary or
consequential damage awards on either of the parties hereto.


                                  ARTICLE XVII

                            MISCELLANEOUS PROVISIONS

         Section 17.1.   HEADINGS AND  SCHEDULES.  Headings used herein are not
a part of this Agreement and shall not affect the terms hereof. The attached
Schedules are a part of this Agreement.

         Section 17.2.   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, two business days after mailing; (c) if sent by
facsimile transmission, with a copy mailed on the same day in the manner
provided in (a) or (b) above, when transmitted and receipt is confirmed by
telephone; or (d) if otherwise actually personally delivered, when delivered,
and shall be delivered as follows:

               If to the Company:

               Columbia Universal Life Insurance Company

               3100 Sanders Road
               Northbrook, IL 60062-7154
               Attn: Treasurer

               If to the Administrator:

               Allstate Life Insurance Company
               Attn: Treasurer
               3075 Sanders Road, Suite G2H

                                       13
<Page>

               Northbrook, IL 60062-6127

               With a copy to:

               Allstate Insurance Company
               Attn: Susie Lees, Assistant Secretary and
                     Assistant General Counsel
               2775 Sanders Road, Suite A2
               Northbrook, IL 60062-6127

or to such other address or to such other Person as either party may have last
designated by notice to the other party.

         Section 17.3.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, permitted assigns and legal representatives. Neither this Agreement,
nor any right or obligation hereunder, may be assigned by any party without the
prior written consent of the other party hereto. Any assignment in violation of
this Section 17.3 shall be void and shall have no force and effect.

         Section 17.4.   EXECUTION IN COUNTERPART. This Agreement may be
executed by the parties hereto in any number of counterparts, and by each of the
parties hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

         Section 17.5.   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 17.6.   AMENDMENTS.  This Agreement may not be changed, altered
or modified unless the same shall be in writing executed by the Company and the
Administrator.

         Section 17.7.   GOVERNING LAW. This Agreement will be construed,
performed and enforced in accordance with the laws of the State of Illinois
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.

         Section 17.8.   ENTIRE AGREEMENT; SEVERABILITY. This Agreement
constitutes the entire agreement between the parties hereto relating to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, statements, representations and warranties, negotiations and
discussions, whether oral or written, of the parties and there are no general or
specific warranties, representations or other agreements by or among the parties
in connection with the entering into of this Agreement or the subject matter
hereof except as specifically set forth or contemplated herein.

         Section 17.9.   NO WAIVER; PRESERVATION OF REMEDIES. No consent or
waiver, express or implied, by any party to or of any breach or default by any
other party in the performance by such other party of its obligations hereunder
shall be deemed or construed to be a consent or waiver to or of any other breach
or default in the performance of obligations hereunder by such

                                       14
<Page>

other party hereunder. Failure on the part of any party to complain of any act
or failure to act of any other party or to declare any other party in default,
irrespective of how long such failure continues, shall not constitute a waiver
by such first party of any of its rights hereunder. The rights and remedies
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or equity.

         Section 17.10.  THIRD PARTY BENEFICIARY.  Nothing in this Agreement
will confer any rights upon any Person that is not a party or a successor or
permitted assignee of a party to this Agreement.

         Section 17.11.  NEGOTIATED AGREEMENT. This Agreement has been
negotiated by the parties and the fact that the initial and final draft will
have been prepared by either party or an intermediary will not give rise to any
presumption for or against any party to this Agreement or be used in any respect
or forum in the construction or interpretation of this Agreement or any of its
provisions.

         Section 17.12.  INTERPRETATION. Wherever the words  "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation."

         Section 17.13.  SURVIVAL. Article XIV, XV and Article XVI shall survive
the termination of this Agreement.

         IN WITNESS WHEREOF, the Company and the Administrator have executed
this Agreement as of the date first above written.

                            COLUMBIA UNIVERSAL LIFE INSURANCE
                            COMPANY


                            By:                /s/
                               ---------------------------------------

                            Name: James P.Zils
                                 -------------------------------------

                            Title: Treasurer
                                  ------------------------------------


                            ALLSTATE LIFE INSURANCE COMPANY

                            By:                /s/
                               ---------------------------------------

                            Name: Samuel H. Pilch
                                 -------------------------------------

                            Title: Group Vice President and Controller
                                  ------------------------------------

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