Exhibit 10.1


 


AMENDED
AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT


 


This
Amended and Restated Principal Underwriting Agreement (hereinafter this “Agreement”)
is made and entered into as of this 1st day of June, 2006, by and
between Lincoln Benefit Life Company (“LBL”) a life insurance company organized
under the laws of the state of Nebraska on its own and on behalf of each
separate account of LBL set forth on Schedule A, as such Schedule may be
amended from time (each such account herein referred to as the “Account”), and
ALFS, Inc. (“ALFS”), a corporation organized under the laws of the state
of Delaware.


 


WHEREAS, ALFS has acted as the principal underwriter for the
variable annuity contracts set forth on Schedule A since the respective
effective dates set forth herein;


 


WHEREAS, the parties desire to amend and restate any and all
previous Principal Underwriting Agreements or arrangements with respect to
variable annuity products; and


 


NOW THEREFORE, in consideration of the mutual promises and
covenants exchanged by the parties in this Agreement, the parties hereby amend
and restate such Principal Underwriting Agreement in its entirety to read as
follows. LBL confirms its grant to ALFS of the right to be and ALFS agrees to
serve as Principal Underwriter for the sale of such variable annuity contracts
during the term of this Agreement and the parties agree as follows:


 


ARTICLE
I.

ALFS DUTIES AND OBLIGATIONS


 


1.01.        ALFS,
a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934
Act”) and a member of the National Association of Securities Dealers, Inc.
(“NASD”), will serve as principal underwriter and distributor for the variable
annuity contracts listed in Schedule A (the “Contracts”) which will be issued
by LBL.


 


1.02.        ALFS
shall be duly registered or licensed or otherwise qualified under the insurance
and securities laws of the states in which the Contracts are authorized for
sale.


 


1.03.        ALFS
proposes to act as principal underwriter on an agency best efforts basis in the
marketing and distribution of the Contracts. ALFS will use its best efforts to
provide information and marketing assistance and related servicing activity to
licensed insurance agents and broker-dealers (“Selling Broker-Dealers”) on a
continuing basis.


 


1.04.        ALFS
shall be responsible for compliance with the requirements of state
broker-dealer regulations and the 1934 Act as each applies to ALFS in
connection with its duties as distributor of the Contracts.  Moreover, ALFS shall conduct its affairs in
accordance with the Rules of Fair Practice of the NASD.


 


1.05.        As
a principal underwriter, ALFS shall permit the offer and sale of Contracts to
the public only by and through persons who are appropriately licensed under the
securities laws 





















and who are appointed in writing by LBL to be
authorized insurance agents (unless such persons are exempt from such licensing
and appointment requirements).


 


1.06.        To
the extent that any statements made in applicable registration statements, or
any amendment or supplement thereto, are made in reliance upon and in
conformity with written information furnished to LBL by ALFS expressly for use
therein, such statements will, when they become effective or are filed with the
Securities Exchange Commission (“SEC”), as the case may be, conform in all
material respects to the requirements of the Securities Act of 1933 (the “1933
Act”) and the rules and regulations of the Commission thereunder, and will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.


 


1.07.        Subject
to agreement with LBL, ALFS may enter into selling agreements with
broker-dealers which are registered under the 1934 Act and/or authorized by
applicable law or exemptions to sell the Contracts.  Any such contractual arrangement is expressly
made subject to this Agreement, and ALFS will at all times be responsible to
LBL for supervision of compliance with federal securities laws regarding
distribution of the Contracts.


 


ARTICLE
II.

LBL’S DUTIES AND OBLIGATIONS


 


2.01.        LBL
is validly existing as a stock life insurance company in good standing under
the laws of the State of Nebraska, and has been duly qualified for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business.


 


2.02.        LBL represents that:


 


(a)                                  Registration
statements for each of the Contracts identified in Schedule A shall have been
filed with the SEC in the form previously delivered to ALFS and that copies of
any and all amendments thereto will be forwarded to ALFS at the time that they
are filed with the SEC;


 


(b)                                 Each Account is
a duly organized, validly existing separate account, established by resolution
of the Board of Directors of LBL for the purpose of issuing the Contracts; and


 


(c)                                  LBL has
registered or will register the Account as a unit investment trust under the
Investment Company Act of 1940 (the “1940 Act”).


 


2.03.        Each
registration statement and any further amendments or supplements thereto will,
when they became effective, conform in all material respects to the
requirements of the 1933 Act and the rules and regulations of the
Commission under such Act and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statement or
omission made in reliance upon 


 


2





















and in conformity with information furnished in
writing to LBL by ALFS expressly for use therein.


 


2.04.        LBL
shall be responsible for the licensing and appointing of registered
representatives of Selling Broker-Dealers as required by state insurance laws.


 


ARTICLE
III.

RECORDS


 


3.01.        ALFS
shall keep, in a manner and form approved by LBL and in accordance with Rules 17a-3
and 17a-4 under the 1934 Act, accurate records and books of account as required
to be maintained by a registered broker-dealer, acting as principal
underwriter, of all transactions entered into on behalf of LBL with respect its
activities under this Agreement.  ALFS
shall make such records of account available for inspection by the SEC and LBL
shall have the right to inspect, make copies of or take possession of such
records and books of account at any time upon demand.


 


3.02.        Subject
to applicable SEC or NASD restrictions, LBL will send confirmations of Contract
transactions to Contract owners.  LBL
will make such confirmations and records of transactions available to ALFS upon
request.  LBL will also maintain Contract
owner records on behalf of ALFS to the extent permitted by applicable
securities law.


 


3.03.        ALFS
and LBL shall keep confidential the records, books of account and other
information (“Records”) concerning the Contract owners, annuitants, insureds,
beneficiaries or any persons who have rights arising out of the Contracts.  ALFS or LBL may disclose the Records and such
information only if the other has authorized disclosure and if the disclosure
is required by applicable law.  In the
event ALFS or LBL is served with a subpoena, court order or demand from a
regulatory organization which mandates disclosure of the Records or such
information, such party must notify the other and allow such other party
sufficient time to authorize disclosure or to intervene in the judicial
proceeding or matter so as to protect its interest.


 


3.04.        For
the purpose of determining the other party’s compliance with this Agreement,
each party to this Agreement shall have reasonable access during normal
business hours to any Records which are maintained by the other party.


 


3.05.        Both
LBL and ALFS agree to keep all information required by applicable laws, to
maintain the books, accounts and records as to clearly and accurately disclose
the precise nature and details of the transaction and to assist one another in
the timely preparation of any reports required by law.


 


3.06.        ALFS
and LBL shall furnish to the other any reports and information which the other
may request for the purpose of meeting reporting and recordkeeping requirements
under the laws of Nebraska or any other state or jurisdiction.


 


3





















ARTICLE
IV.

SALES MATERIALS


 


4.01.        ALFS
will utilize the currently effective prospectus relating to the Contracts in
connection with its underwriting, marketing and distribution efforts.  As to other types of sales material, ALFS
hereby agrees and will require Selling Broker-Dealers to agree to use only
sales materials which have been authorized for use by LBL, which conform to the
requirements of federal and state laws and regulations, and which have been
filed where necessary with the appropriate regulatory authorities including the
NASD.


 


4.02.        ALFS
will not distribute any prospectus, sales literature or any other printed
matter or material in the underwriting and distribution of any Contract if, to
the knowledge of ALFS, any of the foregoing misstates the duties, obligation or
liabilities of LBL or ALFS.


 


ARTICLE
V.

COMPENSATION


 


5.01.        LBL
agrees to reimburse ALFS for direct expenses incurred by ALFS on behalf of
LBL.  Such direct expenses shall include,
but not be limited to, (a) the marketing allowances paid by ALFS with
regards to the Contracts under the Proprietary Channel Wholesaling and
Marketing Support Agreement dated June 1, 2006 between LBL, ALFS, Allstate
Life Insurance Company of New York, American Skandia Marketing, Inc. and
Prudential Insurance Agency, LLC, (b) commissions and trail commissions
payable under selling agreements in connection with the Contracts among
broker-dealers, LBL and ALFS, (c) the costs of goods and services
purchased from outside vendors, (d) travel expenses and (e) state and
federal regulatory fees incurred on behalf of LBL.


 


5.02.        ALFS
shall present a statement after the end of each quarter showing the amount due
with respect to marketing allowances as provided in Section 5.01 and the
apportionment of other services rendered and the direct expenses incurred in
connection therewith.  Settlements are
due and payable within thirty days.


 


ARTICLE
VI.

UNDERWRITING TERMS


 


6.01.        ALFS
makes no representations or warranties regarding the number of Contracts to be
sold by Selling Broker-Dealer and the registered representatives of Selling
Broker-Dealer.  ALFS does, however,
represent that it will actively engage in its duties under this Agreement on a
continuous basis while there are effective registration statements with the
SEC.


 


6.02.        ALFS
will use its best efforts to ensure that the Contracts shall be offered for
sale by registered broker-dealers and registered representatives (who are duly
licensed as insurance agents) on the terms described in the currently effective
prospectus describing such Contracts.


 


6.03.        LBL
will use its best efforts to assure that the Contracts are continuously
registered under the 1933 Act (and under any applicable state “blue sky” laws)
and to file for approval under state insurance laws when necessary.


 


4





















ARTICLE
VII.

LEGAL AND REGULATORY ACTIONS


 


7.01.        LBL
agrees to advise ALFS immediately of:


 


(a)                                  any request by
the SEC for amendment of the registration statements or for additional
information relating to the Contracts;


 


(b)                                 the issuance by
the SEC of any stop order suspending the effectiveness of the registration
statements relating to the Contracts or the initiation of any proceedings for
that purpose; and


 


(c)                                  the happening
of any known material event which makes untrue any statement made in the
registration statements relating to the Contracts or which requires the making
of a change therein in order to make any statement made therein not misleading.


 


7.02.        Each
of the undersigned parties agrees to notify the other in writing upon being
apprised of the institution of any proceeding, investigation or hearing
involving the offer or sale of the subject Contracts.


 


7.03.        During
any legal action or inquiry, LBL will furnish to ALFS such information with
respect to the Contracts in such form and signed by such of its officers as
ALFS may reasonably request and will warrant that the statements therein
contained when so signed are true and correct.


 


7.04.        If
changes in insurance laws or regulations could reasonably be expected to affect
the sales and administration of Contracts under this Agreement, LBL shall
notify ALFS within a reasonable time after LBL receives notice of those
changes. Such notice shall be in writing except, if circumstances so require,
the notice may be communicated by telephone or facsimile and confirmed in
writing.


 


ARTICLE
VIII.

TERMINATION


 


8.01.        This
Agreement shall terminate at either party’s option, without penalty:


 


(a)                                  without cause,
on not less than 180 days’ prior written notice to the other party;


 


(b)           upon the mutual written consent of the parties;


 


(c)                                  upon written
notice of one party to the other in the event of bankruptcy or insolvency of
the party to which notice is given;


 


(d)                                 upon the
suspension or revocation of any material license or permit held by a party by
the appropriate governmental agency or authority; however, 


 


5





















such
termination shall extend only to the jurisdiction(s) where the party is
prohibited from doing business; or


 


(e)                                  upon the
finding by any regulatory body in a formal proceeding of material wrongdoing by
a party regarding its duties under this Agreement.


 


8.02.        If
either party breaches this Agreement or is in default in the performance of any
of its duties and obligations hereunder (the “Defaulting Party”), the
non-defaulting party may give written notice thereof to the Defaulting Party,
and if such breach or default is not remedied within 60 days after such written
notice is given, then the non-defaulting party may terminate this Agreement by
giving 30 days’ prior written notice of such termination to the Defaulting
Party.


 


8.03.        The
parties agree to cooperate and give reasonable assistance to one another in
effecting an orderly transition following termination.


 


ARTICLE IX.


INDEMNIFICATION


 


9.01                           LBL agrees to
indemnify ALFS for any liability that it may incur to a Contract owner or
party-in-interest under a Contract:


 


(a)                                  arising out of any act or
omission in the course of or in connection with rendering services under this
Agreement; or


 


(b)                                 arising out of
the purchase, retention or surrender of a contract; provided, however that LBL
will not indemnify ALFS for any such liability that results from the willful
misfeasance, bad faith or gross negligence of ALFS or from the reckless
disregard by ALFS of its duties and obligations arising under this Agreement.


 


ARTICLE
X.

GENERAL PROVISIONS


 


10.01       This Agreement shall be subject to the laws of the State of
Nebraska.


 


10.02       This Agreement, along with any schedules attached hereto and
incorporated herein by reference, may be amended from time to time by mutual
agreement and consent of the under signed parties.


 


10.03       In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


6





















IN WITNESS WHEREOF, the undersigned parties
have caused this Agreement to be duly executed, to be effective as of June 1,
2006 and retroactively effective as to particular Contracts as of the
respective dates set forth on Schedule A.


 


	
  Lincoln Benefit Life
  Company

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Samuel H. Pilch

  	
   

  	
  December 14,
  2007

  	 

	
  Samuel H. Pilch

  	
   

  	
   

  	
  Date

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  Group Vice President and
  Controller

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
  ALFS, Inc.

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Steven C. Verney

  	
   

  	
  December 14,
  2007

  	 

	
  Steven C. Verney

  	
   

  	
   

  	
  Date

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  Assistant Treasurer

  	
   

  	
   

  	
   

  	 

									



 


7

















SCHEDULE A


 


	
  Separate Account

  	
   

  	
  Effective Date

  	
   

  	
  Contract(s)

  	
   

  	
  Form#(s)

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  2/2/04

  	
   

  	
  Consultant Solutions VA - Classic

  	
   

  	
  VAP0310

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  2/2/04

  	
   

  	
  Consultant Solutions VA - Elite

  	
   

  	
  VAP0320

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  2/2/04

  	
   

  	
  Consultant Solutions VA - Plus

  	
   

  	
  VAP0330

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  2/2/04

  	
   

  	
  Consultant Solutions VA - Select

  	
   

  	
  VAP0340

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable

  Annuity Account

  	
   

  	
  8/17/98

  	
   

  	
  Consultant VAI

  	
   

  	
  VAP9830

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  8/17/98

  	
   

  	
  Consultant VAII

  	
   

  	
  VAP9840

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable

  Annuity Account

  	
   

  	
  1/2/94

  	
   

  	
  Investor’s Select

  	
   

  	
  VAP9330

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable

  Annuity Account

  	
   

  	
  8/16/01

  	
   

  	
  LBL Advantage VA

  	
   

  	
  VAP0100

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lincoln Benefit Life Variable 

  Annuity Account

  	
   

  	
  10/18/99

  	
   

  	
  Premier Planner VA

  	
   

  	
  VAP9950