**Exhibit3.2**

 

AMENDED ANDRESTATED BY-LAWS OF

 

LINCOLN BENEFIT LIFECOMPANY

(the “Company”)

 

ARTICLE I

 

DIRECTORS

 

                Section 1.  Number; Election; Term of Office.  The property, business and affairs of theCompany shall be managed and controlled by a Board of Directors (the “Board”)composed of not less than five nor more than twenty-one members.  The number of Directors may be fixed or changedfrom time to time, within the minimum and maximum, by the Board without furtheramendment to these By-laws. The Directors shall be elected at each annualmeeting of the shareholders of the Company for a term of one year.  Each Director shall hold office for the termfor which he or she was elected and until the election and qualification of hisor her successor.

 

                Section 2.  Filling of Vacancies.  In the event of a vacancy occurring in theBoard, the shareholders of the Company shall, by a majority vote at a specialmeeting called for that purpose or at the next annual meeting of shareholders,elect a Director to fill such vacancy, who shall hold office during theunexpired portion of the term of the Director whose place he or she was electedto fill.                

 

                Section 3.  Dividends.  The Board may declare dividends payable outof the surplus funds of the Company when warranted by law.

 

                Section 4.  Officers and Duties.  The Board shall elect all the generalofficers of the Company hereafter provided and may prescribe additionaldescriptive titles for any such officers.

 

                The Board may from time to time appoint AssistantVice Presidents, Assistant Secretaries, Assistant Treasurers and other officersof the Company.

 

                The Board mayprescribe the duties and fix the compensation of any elected or appointedofficer and may require from any officer security for his or her faithful serviceand for his or her proper accounting for monies and property from time to timein his or her possession.

 

                All officers ofthe Company shall hold office at the will of the Board.

 

                Section 5.  Designation of Depositories.  The Board shall designate in what bank orbanks the funds of the Company shall be deposited and the person or persons whomay sign, on behalf of the Company, checks or drafts against suchdeposits.  Such designations may also bemade by such person or persons as shall be appointed for that purpose by theBoard.   

 

 

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                Section 6.  Powers.  The Board shall have the power to make rulesand regulations not inconsistent with the laws of the State of Nebraska, theArticles of Incorporation of the Company, or these By-laws, for the conduct ofits own meetings and the management of the affairs of the Company.       

 

                Section 7.  Compensation.  The Board may authorize payment ofcompensation to Directors for their services as Directors, and fix the amountthereof.

 

                Section 8.  Appointment of Committees.  The Board shall have the power to appointcommittees, including but not limited to an Executive Committee, and to grantthem powers not inconsistent with the laws of Nebraska, the Articles of Incorporationof the Company, or these By-laws.

 

                An Executive Committee may beappointed by a resolution adopted by a majority of the whole Board.  It shall be composed of three (3) or moreDirectors selected by the Board, which members shall hold such office until thenext annual meeting of the Board and until their successors shall be electedand qualified, subject to removal at will by the Board.  To the extent provided in the resolution orin these By-laws, the Executive Committee shall have and exercise, during theinterim between the meetings of the Board, all of the authority of the Board inthe management of the Company, but the designation of such Executive Committeeshall not relieve the Board nor any member thereof of any responsibilityimposed by law.  The Chairman of theExecutive Committee shall regularly report any action taken by the ExecutiveCommittee to the Board at the next meeting of the Board, and any such actionsshall be subject to revision or alteration by the Board, provided that rightsor acts of third parties vested or taken in reliance on such action prior totheir written notice of any such revision or alteration shall not be adverselyaffected by such revision or alteration.  

 

                Section 9. Notices of Meetings.  Notices of Board meetings other than thestated annual meeting may be made in writing, by electronic transmission, bytelephone or in person.  If a Boardmeeting notice is made in writing, it shall be addressed to each Director athis or her usual place of business.  Anysuch notice in writing shall be sent not later than three days before suchmeeting.  If a Board meeting notice ismade by electronic transmission, by telephone or in person, it shall be sent orgiven not later than three hours before the meeting.  If a Board meeting notice is sent byelectronic transmission, it shall be sent to each Director at such destinationand by such means as such Director shall have previously consented to.  Notice of any Board meeting need not be givento any Director who shall sign a written waiver thereof either before or afterthe meeting or who shall be present at the meeting and participate in thebusiness transacted.  Any and allbusiness transacted at any Board meeting shall be fully effective without anynotice thereof having been given if all the members shall be present.  Unless limited by law, the Articles ofIncorporation, these By-laws, or by the terms of the notice thereof, any andall business may be transacted at any meeting without the notice thereof havingso specially enumerated the matters to be acted upon.

 

                Section 10.  AnnualMeeting.  An annual meeting of theBoard shall be held each 

 

 

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year immediately after the adjournment of the annual meeting of theshareholders. Other meetings of the Board may be held at such time as the Boardmay determine or when called by the Chairman of the Board or by a majority ofthe Board.

 

                Section 11.  Quorum.  A quorum for the transaction of business bythe Board shall be a majority of the whole Board, but if at any meeting of theBoard there shall be less than a quorum present, a majority of those presentmay adjourn the meeting, from time to time, until a quorum shall have beenobtained.

 

                Section 12.  Action by Unanimous Written Consent.  Unless otherwise restricted by the Articlesof Incorporation or these By-laws, any action required or permitted to be takenat any Board meeting or by any committee appointed by the Board may be takenwithout a meeting if all members of the Board or committee, as the case may be,consent thereto in writing and the writing or writings are filed with theminutes of proceedings of the Board or committee.

 

                Section 13.  Participation in Meetings by Conference Telephone orOther Communications Equipment.  Unlessotherwise restricted by the Articles of Incorporation or these By-laws, membersof the Board, or any committee designated by the Board, may participate in ameeting of the Board or any committee by means of conference telephone or othercommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting pursuant to thissection shall constitute presence in person at the meeting.

 

## ARTICLE II

 

OFFICERS

 

                Section1.  General.  The general officers of the Company shallconsist of a Chairman of the Board, President, two or more Vice Presidents, aSecretary, a Treasurer, and a Controller, who shall be elected annually by theBoard at the stated annual meeting held upon adjournment of the annualshareholders’ meeting, and if not elected at such meeting, such officers maybeelected at any meeting of the Board held thereafter.  Such officers shall be elected by a majorityof the Directors, and shall hold office for one year and until their respectivesuccessors are elected and qualified, subject to removal at will by theBoard.  In case of a vacancy in any ofthe general offices of the Company, such vacancy may be filled by the vote of amajority of the Board.  Any two of theaforesaid offices may be filled by the same person, with the exception of theoffices of President and Vice President, or President and Secretary.               

 

                Section 2.  Chairman of the Board and Chief ExecutiveOfficer.  The Chairman of the Boardshall preside at all meetings of the shareholders and of the Board.  He or she shall be the Chief ExecutiveOfficer of the Company, shall have general and active management of thebusiness of the Company subject to the supervision of the Board , and shall seethat all orders and resolutions of the Board are carried into effect.  He or she shall also perform such otherduties as shall be prescribed from time to time by the 

 

 

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Board.

 

                Section 3.  President.  The President shall be the Chief OperatingOfficer of the Company and shall have general administrative control andsupervision over the operations of the Company subject to the supervision ofthe Chairman of the Board.  He or sheshall, in the absence or inability of the Chairman of the Board, perform theduties and exercise the powers of the Chairman of the Board.  He or she shall execute bonds, mortgages andother contracts requiring a seal, under the seal of the Company, except whererequired or permitted by law to be otherwise signed and executed and exceptwhere the signing and execution thereof shall be expressly delegated by theBoard to some other officer or agent of the Company.  He or she shall also perform such otherduties as may properly belong to his or her office or as shall be prescribedfrom time to time by the Chairman of the Board or by the Board.

 

                Section 4.  Vice Presidents.  Each Vice President shall have such powersand shall perform such duties as may be assigned to him or her by the Chairmanof the Board, or by the President or by the Board.  In the absence or in the case of theinability of the Chairman of the Board and the President to act, the Board maydesignate which one of the Vice Presidents shall be the acting Chief ExecutiveOfficer of the Company during such absence or inability, whereupon such actingChief Executive Officer shall have all the powers and perform all of the dutiesincident to the office of Chairman during the absence or inability of theChairman and President to act.

 

                Section 5.  Secretary.  The Secretary shall keep the minutes of allmeetings of the Board, and of all meetings of the shareholders, in booksprovided by the Company for such purpose. He or she shall attend to the giving of all notices of meetings of theBoard or shareholders.  He or she maysign with the Chairman of the Board, the President or a Vice President in thename of the Company when authorized by the Board so to do, all contracts andother instruments requiring the seal of the Company and may affix the sealthereto.  He or she shall, in general,perform all of the duties which are incident to the office of Secretary andsuch other duties as the Board or Chairman of the Board may from time to timeprescribe.

 

                Section 6.  Treasurer.  The Treasurer shall deposit the monies of theCompany in the Company’s name in depositories designated by the Board, or bysuch person or persons as shall be appointed for that purpose by theBoard.  He or she shall, in general,perform all of the duties which are incident to the office of Treasurer andsuch other duties as the Board or Chairman of the Board may from time to timeprescribe.  The Board may, in itsdiscretion, require him or her to give bond for the faithful discharge of hisor her duties.            

 

                Section 7.  Controller.  The Controller shall have such powers andperform such duties as the Board or the Chairman of the Board may from time totime prescribe.

 

                Section 8.  Appointed Officers.         Anappointed officer shall have such powers and perform such duties as theChairman of the Board, the Board or another officer of the 

 

 

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Company having management responsibility for the organizationalcomponent or function to which such appointed officer is assigned may from timeto time prescribe.

 

ARTICLE III

 

SHAREHOLDERS’ MEETINGS

 

                Section 1.  Meetings of Shareholders.  Theannual meeting of the shareholders shall be held at a place, date and hourdetermined by the Chairman of the Board.  The Chairman of the Board or the Board may atany time call a special meeting of the shareholders, and the Chairman of theBoard shall call such special meeting when requested, in writing, so to do bythe owners of not less than one-fifth of the outstanding shares of the Company.              

 

                Section 2.  Notice.  Written notice of every meeting of theshareholders shall be given to each shareholder entitled to vote at the meetingat least ten days before such meeting. The shareholders may waive notice of any such meeting, in writing, andthe presence of a shareholder, either in person or by proxy, shall beconsidered a waiver of notice, except as otherwise provided by law.

 

                Section 3.  Quorum.  The presence at such meeting in person or byproxy of shareholders of the Company representing at least fifty-one per centof the then outstanding shares of the Company shall be necessary to constitutea quorum for the purpose of transacting business, except as otherwise providedby law, but a smaller number may adjourn the meeting from time to time until aquorum shall be obtained.  Eachshareholder shall be entitled to cast one vote in person or by proxy for eachshare of stock of the Company held and of record in his or her name on thebooks of the Company.

 

                Section 4.  Voting Power.  A shareholder may vote at any meeting of theshareholders either in person or by proxy duly constituted in writing.  No special form of proxy shall be necessary.

 

ARTICLE IV

 

SHARES

 

                Section 1.  Share Certificates.  Share certificates shall be signed by thePresident or a Vice President and countersigned by the Secretary, shall besealed with the corporate seal of the Company, and shall be registered upon theShare Register of the Company.  Eachcertificate shall express on its face the name of the Company, the number ofthe certificate, the number of shares for which it is issued, the name of theperson to whom it is issued, the par value of each of the said shares, and theamount actually received by the Company for each share represented by saidcertificate.               

 

                Section 2.  Transfers of Shares.  Transfers of shares of the Company shall be 

 

 

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made only on the books of the Company by the holder thereof in personor by his or her attorney duly authorized, in writing, and upon the surrenderof the certificates or certificate for the share transfer, upon which surrenderand transfer new certificates will be issued. The Board may, by resolution, close the share transfer books of theCompany for a period not exceeding ten days before the holding of any annual orspecial meeting of the shareholders.  TheBoard may, by resolution, also close the transfer books of the Company for aperiod not exceeding ten days before the payment of any dividends which may bedeclared upon the shares of the Company.

 

 

                                                                                              ARTICLE V

 

INSURANCE POLICIES AND OTHER INSTRUMENTS

PERTAINING TO THE INSURANCE BUSINESS

OF THE COMPANY

 

                All policies ofinsurance issued by this Company shall comply with the laws of the respectivestates, territories or jurisdictions in which the policies are issued.  All bonds, undertakings, certificates ofinsurance, cover notes, recognizances, contracts of indemnity, endorsements,stipulations, waivers, consents of sureties, reinsurance acceptances oragreements, surety and co-surety obligations and agreements, underwritingundertakings, and all other instruments pertaining to the insurance business ofthe Company, shall be validly executed when signed on behalf of the Company by(1) the Chairman of the Board, (2) the President, (3) any Vice President orAssistant Vice President, or (4) any other officer, employee, agent, orattorney-in-fact authorized in writing to so sign by the Chairman of the Board,the President, or any Vice President. All policies of insurance shall bear the signature of the President or aSenior Vice President and of the Secretary, which signatures may be facsimiles,and shall be countersigned by a duly licensed resident agent where so requiredby law or regulation.  A facsimilesignature of a former officer shall be of the same validity as that of anexisting officer.

 

 

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                The affixing ofthe Company’s seal shall not be necessary to the valid execution of anyinstrument but the Secretary, any Assistant Secretary, or any officer, employee,agent, or attorney-in-fact authorized in writing so to do by the Secretary, anyAssistant Secretary or any Vice President, may affix the Company’s sealthereto.

 

 

ARTICLE VI

 

# INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

 

Section 1.  Definitions.  As used in this Article:

 

                                                (A)          “ActedProperly” as to any Employee Indemnitee shall mean that such person

 

                                                                  (i)          actedin good faith;

 

                                                                 (ii)          actedin a manner which he or she reasonably believed to be in or not opposed to thebest interests of the Company; and

 

                                                                (iii)          with respect to any criminal action or proceeding, had noreasonable cause to believe that his or her conduct was unlawful.

 

Thetermination of any proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, createa presumption that the person did not act properly.

 

                                                (B)           “CoveredPerson” shall mean an Indemnitee (as defined below) or an Employee Indemnitee(as defined below).

 

(C)                                “Employee Indemnitee” shall mean anyperson who is or was a non-officer employee of the Company (but notsubsidiaries of the Company).

 

                                                (D)          “Expenses”shall include attorneys’ fees and expenses and any attorneys’ fees and expensesof establishing a right to indemnification under this Article.

 

                                                (E)           “Indemnitee”shall mean any person who is or was

 

                                                                                (i)            a director or officer of the Companyand/or any Subsidiary;

 

                                                                                (ii)           a trustee or a fiduciary under anyemployee pension, profit sharing, welfare or similar plan or trust of theCompany and/or any Subsidiary; or

 

 

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                                                                                (iii)          serving at the request of the Companyas a director or officer of or in a similar capacity in another corporation,partnership, joint venture, trust or other enterprise, (which shall, for thepurpose of this Article be deemed to include not-for-profit or for-profitentities of any type), whether acting in such capacity or in any other capacityincluding, without limitation, as a trustee or fiduciary under any employeepension, profit sharing, welfare or similar plan or trust.

 

                                                (F)           “Proceeding” shall mean anythreatened, pending or completed action or proceeding, whether civil orcriminal, and whether judicial, legislative or administrative and shall includeinvestigative action by any person or body, except any of the above (or partthereof) commenced by a Covered Person, unless the commencement of suchProceeding (or part thereof) was authorized in the specific case by the Board.

.

                                                (G)           “Subsidiary”shall mean a company, 50% or more of the shares, or other ownership interests,of which at the time outstanding having voting power for the election ofdirectors are owned directly or indirectly by the Company or by one or moresubsidiaries or by the Company and one or more subsidiaries.

 

Section 2. Indemnification.

 

                                                (A)          TheCompany shall indemnify any Indemnitee to the fullest extent permitted underlaw (as the same now or hereafter exists), who was or is a party or isthreatened to be made a party to any Proceeding by reason of the fact that suchperson is or was an Indemnitee against liabilities, Expenses, judgments, fines,excise taxes or penalties assessed with respect to an employee benefit plan ortrust and amounts paid in settlement actually and reasonably incurred by him orher.

 

                                                (B)           TheCompany shall indemnify any Employee Indemnitee who was or is a party or isthreatened to be made a party to any Proceeding (other than an action by or inthe right of the Company) by reason of the fact that such person is or was anemployee against liabilities, Expenses, judgments, fines, excise taxes orpenalties assessed with respect to an employee benefit plan or trust andamounts paid in settlement actually and reasonably incurred by him or her inconnection with such Proceeding if such person Acted Properly.

 

                                                (C)           TheCompany shall indemnify any Employee Indemnitee who was or is a party or isthreatened to be made a party to any Proceeding by or in the right of theCompany to procure a judgment in its favor by reason of the fact that suchperson is or was an employee against amounts paid in settlement and againstExpenses actually and reasonably incurred by him 

 

 

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or her inconnection with the defense or settlement of such Proceeding if he or she ActedProperly, except that no indemnification shall be made in respect of any claim,issue or matter as to which such person shall have been adjudged to be liablefor negligence or misconduct in the performance of his or her duty to the Companyunless and only to the extent that the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such Expenses which such courtshall deem proper.

 

                Section 3.  Advances.  Expenses incurred in defending a Proceedingshall be paid by the Company to or on behalf of a Covered Person in advance ofthe final disposition of such Proceeding if the Company shall have received anundertaking by or on behalf of such person to repay such amounts if it shallultimately be determined that he or she is not entitled to be indemnified bythe Company as authorized in this Article and, with respect to EmployeeIndemnitees, the General Counsel of the Company does not disapprove counselselected by the Employee Indemnitee.

 

                Section 4. Procedures for Indemnification or Advance.  Any indemnification or advance under Sections2 or 3  of this Article (unless orderedby a court) shall be made by the Company only as authorized in the specificProceeding upon a determination that indemnification or advancement to aCovered Person is proper in the circumstances. Such determination shall be made:

 

                                                                (A)          by the Board, by a majority vote of a quorum consisting ofDirectors who were not made parties to such Proceeding, or

 

                                                                (B)           if such a quorum is not obtainable, or, even if obtainableand a quorum of disinterested Directors so directs, by independent legal  counsel in a written opinion, or

 

                                                                (C)           in the absence of a determination made under (A) or (B),by the  shareholders.

 

                Section 5.  Indemnification- Other Entities.  The Company shallindemnify or advance funds to any Indemnitee described in Section 1(E)(iii)only after such person shall have sought indemnification or an advance from thecorporation, partnership, joint venture, trust or other enterprise in which heor she was serving at the Company’s request, shall have failed to receive suchindemnification or advance and shall have assigned irrevocably to the Companyany right to receive indemnification which he or she might be entitled toassert against such other corporation, partnership, joint venture, trust orother enterprise.

 

 

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                Section6.  Miscellaneous.

 

                                                (A)          Theindemnification provided to a Covered Person by this Article:

 

                                                                                (i)            shall not be deemed exclusive of anyother rights to which such person may be entitled by law or under any articlesof incorporation, by-law, agreement, vote of shareholders ordisinterested directors or otherwise;

 

                                                                                (ii)           shall inure to the benefit of thelegal representatives of such person or his or her estate, whether suchrepresentatives are court appointed or otherwise designated, and to the benefitof the heirs of such person; and

 

                                                                                (iii)          shall be a contract right between theCompany and each such person who serves in any such capacity at any time whilethis Article is in effect, and any repeal or modification of law or thisArticle  shall not negatively affect anyrights or obligations then existing with respect to any state of facts or anyProceedings then existing.

 

                                                (B)           Theindemnification and advances provided to a Covered Person by this Article shallextend to and include claims for such payments arising out of any Proceedingcommenced or based on actions of such person taken prior to the effective dateof this Article; provided that payment of such claims had not been agreed to ordenied by the Company at the effective date.

 

                                                (C)           TheCompany shall have the power to purchase and maintain insurance on behalf ofany Covered Person against any liability asserted against him or her andincurred by him or her as a Covered Person or arising out of his or her statusas such, whether or not the Company would have the power to indemnify him orher against such liability under the provisions of this Article.  The Company shall also have power to purchaseand maintain insurance to indemnify the Company for any obligation which it mayincur as a result of the indemnification of Covered Persons under theprovisions of this Article.

 

                                                (D)          Theinvalidity or unenforceability of any provision in this Article shall notaffect the validity or enforceability of the remaining provisions of thisArticle.

 

ARTICLE VII

 

MISCELLANEOUS

 

 

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                Section 1.  Fiscal Year.  The fiscal year of the Company shall begin ineach year on the first day of January and end on the thirty-first day of the Decemberfollowing.

 

                Section 2.  Corporate Seal.  The common seal of the Company shall becircular in form and shall contain the name of the Company and the words:  “CORPORATE SEAL” and “NEBRASKA”.  An impression of the Company’s seal isaffixed hereto.

 

                Section 3.  Amendment of By-laws.  These By-laws may be amended or repealed bythe vote of a majority of the Directors present at any meeting at which aquorum is present.

 

                Section 4.    Writing and Signing; ElectronicTransmission.  Whenever any provision of these By-lawsspecifies that a writing is required or permitted to take action or to givenotice, such action or notice may also be accomplished by electronictransmission.  Electronic transmissionmeans any form of communication, not directly involving the physicaltransmission of paper, that creates a record that may be retained, retrievedand reviewed by a recipient thereof, and that may be directly reproduced inpaper form by such recipient through an automated process.  If an electronic transmission is used tosatisfy any provision of these By-laws that specifies that a writing isrequired or permitted to take action or to give notice and these By-lawsrequire that such writing be signed by a particular person, such electronictransmission need not be signed but must either set forth or be submitted withinformation from which it can be determined that the electronic transmissionwas authorized by that person.

 

                An electronic transmission shallbe deemed given:  (i) if by facsimiletelecommunication, when directed to a number at which the Director orshareholder has consented to receive notice; (ii) if by electronic mail, whendirected to an electronic mail address at which the Director or shareholder hasconsented to receive notice; (iii) if by posting on an electronic networktogether with separate notice to the Director or shareholder of such specificposting, upon the later of (a) such posting or (b) the giving of such separatenotice; and (iv) if by any other form of electronic transmission, when directedto the Director or shareholder.

 

 

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