ALLSTATE LIFE INSURANCE CO
EX-10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>a2141589zex-10_5.txt
<DESCRIPTION>EX-10.5
<TEXT>
<Page>

                                                                    EXHIBIT 10.5

                              AMENDED AND RESTATED

                              REINSURANCE AGREEMENT

                                     BETWEEN

                    COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY

                                       AND

                         ALLSTATE LIFE INSURANCE COMPANY


                                    RECITALS

This Amended and Restated Reinsurance Agreement dated and effective as of June
1, 2004 (hereinafter "Agreement") is made and entered into by and between
COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY, a life insurance company domiciled in
the State of Texas (hereinafter "Ceding Company") and ALLSTATE LIFE INSURANCE
COMPANY, a life insurance company domiciled in the State of Illinois
(hereinafter the "Reinsurer").

WHEREAS, the Ceding Company and Reinsurer entered into that certain Reinsurance
Agreement, effective June 30, 2000 ("Original Agreement"), pursuant to which the
Ceding Company ceded to the Reinsurer, and the Reinsurer accepted on a
coinsurance basis 100% of the Ceding Company's Net Ceded Liabilities (as defined
in Article I below) under certain annuity contracts and supplemental agreements.

WHEREAS, the Ceding Company and Reinsurer desire to amend the Original Agreement
and to restate all its terms, covenants and conditions as set forth below.

NOW THEREFORE, in consideration of the above stated premises and the promises
and the mutual agreements set forth below the Ceding Company and the Reinsurer
agree as follows.

                                    ARTICLE I
                                   DEFINITIONS

Unless otherwise defined herein, as used in this Agreement the following terms
shall have the meanings ascribed to them below:

A.   "Annual Statement" shall mean the Ceding Company's Life and Accident and
     Health

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Companies Annual Statement for the General Account as filed with the Texas
Insurance

     Department.

B.   "Code" shall mean the Internal Revenue Code of 1986, as amended.

C.   "Effective Date" shall mean the effective date of this Agreement, which
     shall be June 30, 2000. The Amended and Restated version of this Agreement
     dated June 1, 2004 shall become effective June 1, 2004.

D.   "Excluded Liabilities" shall mean (i) Extra-Contractual Obligations, and
     (ii) liabilities ceded by Ceding Company under Third-Party Reinsurance
     Agreements.

E.   "Extra-Contractual Obligations" shall mean all liabilities and obligations
     for consequential, extra-contractual, exemplary, punitive, special or
     similar damages or any other amounts due or alleged to be due (other than
     those arising under the express terms and conditions of the Policies) which
     arise from any real or alleged act, error or omission, whether or not
     intentional, in bad faith or otherwise, including without limitation, any
     act, error or omission relating to: (i) the marketing, underwriting,
     production, issuance, cancellation or administration of the Policies; (ii)
     the handling of claims or disputes in connection with the Policies; or
     (iii) the failure to pay or the delay in payment of benefits or claims,
     under or in connection with the Policies.

F.   "Initial Settlement Date" shall have the meaning set forth in Article IV of
     this Agreement.

G.   "Net Benefits" shall mean the actual amounts paid or incurred by the Ceding
     Company with respect to the Policies for all surrenders, withdrawals (full
     and partial), death benefits, annuitizations, and payments on supplemental
     contracts, net of Excluded Liabilities.

H.   "Net Ceded Liabilities" shall mean any and all liabilities of the Ceding
     Company arising under the Policies, but shall not include Excluded
     Liabilities.

I.   "Net Statutory Reserves" shall have the meaning set forth in Article V of
     this Agreement.

J.   "Policy or Policies" shall mean the annuity contracts defined in Exhibit A
     which are underwritten or reinsured by the Ceding Company. For the
     avoidance of doubt, "Policies" refers to annuity contracts which are
     in-force on the Effective Date or issued after the Effective Date,
     including (i) any supplemental agreements or benefits arising out of the
     Policies, (ii) policies, or portions thereof, recaptured by the Ceding
     Company under Third-Party Reinsurance Agreements, and (iii) Policies
     reinsured by Ceding Company.

K.   "Terminal Accounting and Settlement" shall have the meaning set forth in
     Article XIV of this Agreement.

L.   "Third-Party Reinsurance Agreements" shall mean any written reinsurance
     agreements under

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     which Ceding Company has ceded liabilities with respect to the Policies,
     other than this Agreement.

                                   ARTICLE II
                              BASIS OF REINSURANCE

The Ceding Company agrees to cede and the Reinsurer agrees to accept Net Ceded
Liabilities. The reinsurance provided hereunder shall be on a 100% coinsurance
basis.

                                   ARTICLE III
                 LIABILITY OF REINSURER; COINSURANCE PROVISIONS

A.   All of the Net Ceded Liabilities shall be reinsured pursuant to the terms
     of this Agreement as of the Effective Date.

B.   The liability of the Reinsurer with respect to Policies in force on the
     Effective Date will begin on the Effective Date. The liability of the
     Reinsurer with respect to any application received or any contract issued
     after the Effective Date and reinsured hereunder will begin simultaneously
     with that of the Ceding Company. The Reinsurer's liability with respect to
     any Policy will terminate on the date the Ceding Company's liability on
     such contract terminates or the date this Agreement is terminated,
     whichever is earlier. However, termination of this Agreement will not
     terminate the Reinsurer's liability for Net Benefits prior to the date of
     termination. If any of the Policies are reduced or terminated by payment of
     a death benefit, withdrawal or surrender, the reinsurance will be reduced
     proportionately or terminated.

C.   The reinsurance provided under this Agreement is subject to the same
     limitations and conditions as set forth in the Policies.

D.   Ceding Company shall not make any changes after the Effective Date in the
     provisions and conditions of any Policy except with Reinsurer's prior
     written consent, including, but not limited to any changes to comply with
     any applicable law, rule or regulation.

E.   Some of the Policies ceded under this Agreement provide that the Ceding
     Company may in its discretion, from time to time, as provided in the policy
     or contract, declare interest rates, cost of insurance rates, purchase
     payments or other non-guaranteed elements that are or affect required
     purchase payments or are used to determine contract values. The Ceding
     Company agrees, while this Agreement is in effect, to set such
     discretionary interest rates, cost of insurance rates, or other
     non-guaranteed elements to be declared on the Policies and the effective
     dates thereof only with Reinsurer's written approval. The Ceding Company
     and Reinsurer agree to fully cooperate in obtaining any required regulatory
     approvals in connection with setting or changing such discretionary
     interest rates, cost of insurance rates, or other non-guaranteed elements.

F.   Ceding Company shall not make any changes or modifications to any of the
     Policies, nor

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     waive or exercise any of its rights under any of the Policies without the
     prior written consent of Reinsurer.

G.   Conversions, exchanges, or replacements of Policies are not reinsured under
     this Agreement, unless agreed to in writing by Reinsurer.

                                   ARTICLE IV
                                     CLAIMS

A.   Reinsurer shall not be liable to pay Ceding Company for any
     Extra-Contractual Obligations, except to the extent such liabilities or
     obligations arise directly from and are proximately caused by the gross
     negligence or willful acts or omissions of Reinsurer, its agents,
     contractors or employees in the performance of Reinsurer's duties and
     obligations under this Agreement or that certain Administrative Services
     Agreement dated June 1, 2004 by and between the Ceding Company and
     Reinsurer ("Administrative Services Agreement") whereby Ceding Company has
     engaged Reinsurer to service the Policies.

     In the event of a change in the amount of the Ceding Company's liability on
     a Policy due to a misstatement of age or sex, the Reinsurer's liability
     will be changed proportionately.

B.   In the event that the Administrative Services Agreement is terminated for
     any reason and is not replaced by another services agreement for the
     Policies between Ceding Company and Reinsurer or any of its affiliates or
     subsidiaries, the following subsections, shall then apply;

     1.   The Ceding Company shall notify the Reinsurer, as soon as possible,
          whenever the Ceding Company has received a notice on any Policy
          reinsured under this Agreement.

     2.   The Ceding Company shall promptly provide the Reinsurer with proper
          claim papers and proofs when requesting payment. The Reinsurer shall
          promptly pay its share of each claim in a lump sum. Reinsurer shall
          have the right to approve all claim payments, and any decision by
          Ceding Company to contest, compromise or litigate a claim shall be
          subject to Reinsurer's prior written approval.

                                    ARTICLE V
                                RESERVE TRANSFERS

The parties acknowledge that an initial reserve transfer occurred under the
original Reinsurance Agreement effective June 30, 2000, as described below.

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A.   On June 30, 2000, an estimate was made of the net statutory reserves as
     calculated in B(i) below ("Net Statutory Reserves"). After receiving
     approval from all necessary regulatory authorities, assets consisting of
     policy loans, cash and investments (at market value) including accrued
     investment income and net of unearned investment income were transferred by
     the Ceding Company to the Reinsurer in an amount equal to the Net Statutory
     Reserves.

B.   Within ninety (90) days following the effective date of the Original
     Agreement ("Initial Settlement Date"), Ceding Company paid to Reinsurer, or
     received from Reinsurer, as the case may be, cash in an amount equal to (i)
     less (ii), where (i) and (ii) are as defined below. Ceding Company also
     paid to Reinsurer, or received from Reinsurer, as the case may be, interest
     on such amount at the rate specified in (iii) below.

     (i)    Net Statutory Reserves determined as the portion of the following
            items (a) through (e), minus items (f) through (g) attributable to
            the Policies (or portion of such policies) ceded to Reinsurer under
            the Original Agreement. The applicable portion of these items were
            calculated as of the effective date of the Original Agreement and
            were based on the corresponding items from Ceding Company's Annual
            Statement.

<Table>
<Caption>
      ITEM        NAIC STATEMENT REFERENCE*                        DESCRIPTION
      ----        -------------------------                        -----------
<S>               <C>                                   <C>
(a)               Page 3, Line 1                        Aggregate reserve for life policies and
                                                        contracts

(b)               Page 3, Line 3                        Supplementary contracts without life
                                                        contingencies
(c)               Page 3, Lines 4.1 & 4.2               Policy and contract claims


(d)               Page 3, Line 9                        Premium and annuity considerations
                                                        received in advance

(e)               Page 3, Lines 11.1, 11.2 & 11.3       Policy and contract liabilities not
                                                        included elsewhere

(f)               Page 2, Line 15                       Life insurance premiums and annuity
                                                        considerations deferred and uncollected
</Table>

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<Table>
<S>               <C>                                   <C>

(g)               Page 40, Column 3, Line 32            Interest Maintenance Reserve adjustment for
                                                        current year's liability gains\losses
                                                        released from the reserves resulting from
                                                        this transaction
</Table>

*References herein are to the 1999 NAIC Statutory Statement.

     (ii)   The amount transferred under Paragraph A of this Article V.

     (iii)  Interest on cash transferred at an effective rate of seven percent
            (7%) per annum, simple rate, from the effective date of the Original
            Agreement to the Initial Settlement Date.

                                   ARTICLE VI
                            SETTLEMENT AND REPORTING

A.   While this Agreement is in effect, Ceding Company shall pay to Reinsurer no
     less frequently than quarterly, with respect to eligible Policies, a
     reinsurance premium equal to (or the accounting equivalent of) the sum of
     Items (a) and (b) less (c) below.

     (a)    Gross premiums (direct and reinsurance assumed) collected by Ceding
            Company during the settlement period.

     (b)    Policy loan repayments collected by Ceding Company with respect to
            the Policies.

     (c)    Gross premiums refunded by Ceding Company during the settlement
            period to policyholders.

B.   While this Agreement is in effect, Reinsurer shall pay to Ceding Company no
     less frequently than quarterly, a benefit and expense allowance equal to
     (or the accounting equivalent of) the sum of Items (a), (b), (c), (d), (e)
     and (f), as applicable for the period since the date of Reinsurer's last
     payment to Ceding Company.

     (a)    Net Benefits paid or incurred by Ceding Company with respect to the
            Policies.

     (b)    Commissions and other sales compensation paid or incurred by Ceding
            Company with respect to the Policies.

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     (c)    Premium taxes paid or incurred by Ceding Company with respect to the
            Policies.

     (d)    Policy loan distributions to policyholders paid or incurred by
            Ceding Company with respect to the Policies.

     (e)    Net reinsurance premiums paid or incurred by Ceding Company to
            another reinsurer with respect to the Policies.

     (f)    So long as Ceding Company and Reinsurer remain affiliates, general
            insurance expenses and insurance taxes, licenses and fees excluding
            income taxes (Annual Statement Page 4 Lines 23 and 24) paid or
            incurred by Ceding Company with respect to the Policies shall be
            paid by Reinsurer to Ceding Company.

C.   Ceding Company will provide Reinsurer with accounting reports on a time
     schedule determined by Reinsurer, which schedule shall be no less
     frequently than quarterly within fifteen (15) days following the end of
     each calendar quarter. These reports will contain sufficient information
     about the Policies to enable the Reinsurer to prepare its quarterly and
     annual financial reports.

D.   Settlements as set out in Article VI, Paragraphs 1 and 2 will occur on a
     time schedule determined by Reinsurer, which schedule shall be no less
     frequently than quarterly within sixty (60) days following the end of each
     calendar quarter.

E.   In the event the Administrative Services Agreement is terminated for any
     reason and is not replaced by another services agreement for the Policies
     between Ceding Company and Reinsurer or any of its affiliates or
     subsidiaries, then subsections A. through D. above shall be of no force and
     effect and this subsection E. shall apply in lieu thereof.

     1.     Reinsurance premiums are payable monthly in arrears. The Ceding
            Company shall calculate the amount of reinsurance premium due within
            45 days after the end of each month, and shall send the Reinsurer a
            statement showing premiums, expense allowances, claims, reserves and
            other information for the applicable month as requested by
            Reinsurer.

     2.     If an amount is due the Reinsurer, the Ceding Company shall pay that
            amount together with the statement. If Ceding Company fails to pay
            the amount due within 45 days after the close of the month ("Premium
            Due Date"), then interest shall accrue on the amount due beginning
            on the day following the Premium Due Date up to and including the
            day such premium payment is paid by the Ceding Company. The rate of
            interest charged per month shall be the greater of: (i) the 30 Day
            Treasury Bill rate as published in the Money Rate Section or any
            successor section of the Wall Street Journal on the first business
            day following the Premium Due Date, or (ii) 4% per annum.

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<Page>

            The payment of reinsurance premium is a condition precedent to the
            liability of the Reinsurer for reinsurance covered by this
            Agreement. In the event that reinsurance premiums are not paid
            within 60 days after the Premium Due Date, the Reinsurer shall have
            the right to terminate the reinsurance under all policies having
            reinsurance premiums in arrears, with 30 days prior written notice.

            If all reinsurance premiums in arrears, including any that become in
            arrears during the 30 day notice period, are not paid before the
            expiration of the notice period, the Reinsurer will be relieved of
            all liability under those Policies as of the last date to which
            premiums have been paid for each Policy. Reinsurance on Policies on
            which reinsurance premiums subsequently fall due will automatically
            terminate as of the last date to which premiums have been paid for
            each Policy, unless reinsurance premiums on those Policies are paid
            on or before their respective Premium Due Dates.

            Terminated reinsurance may be reinstated, subject to approval by the
            Reinsurer, within 45 days of the date of termination, and upon
            payment of all reinsurance premiums in arrears including any
            interest accrued thereon. The Reinsurer will have no liability for
            any claims incurred between the date of termination and the date of
            the reinstatement of the reinsurance. The right to terminate
            reinsurance shall not prejudice the Reinsurer's right to collect
            premiums for the period during which reinsurance was in force prior
            to the expiration of the 30 days notice.

     3.     If an amount is due the Ceding Company, the Reinsurer shall remit
            such amount within 60 days of receipt of the statement. If the
            Reinsurer fails to pay the amount due within the 60 day period, then
            interest shall accrue from the day following the end of the 60 day
            period up to and including the day the Reinsurer pays the amount
            due. Interest shall be at the rate described in paragraph E.2.
            above.

                                   ARTICLE VII
                                   TAX MATTERS

     With respect to this Agreement, the Ceding Company and the Reinsurer hereby
     make the election as set forth in Exhibit B and as provided for in section
     1.848-2(g)(8) of the Treasury Regulations. Each of the parties hereto
     agrees to take such further actions as may be necessary to ensure the
     effectiveness of such election.

                                  ARTICLE VIII
                                 RESERVE CREDIT

The Reinsurer shall, to the extent necessary, together with all its subsequent
retrocessionaires, establish adequate net reserves, and shall agree in good
faith to take any other steps necessary, pursuant to the requirements of Texas
or any other state or jurisdiction in which the Ceding

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Company is licensed or accredited, for the Ceding Company to take statutory
credit for reinsurance ceded to an unadmitted, unauthorized or unaccredited
reinsurer, up to the full amount of the reserve that the Ceding Company would
have established for the Policies if it had retained the Policies.

                                   ARTICLE IX
                                   OVERSIGHTS

The Reinsurer shall be bound as the Ceding Company is bound, and it is expressly
understood and agreed that if failure to reinsure or failure to comply with any
terms of this Agreement is shown to be unintentional and the result of clerical
error, misunderstanding or oversight on the part of either the Ceding Company or
the Reinsurer, both the Ceding Company and the Reinsurer shall be restored to
the positions they would have occupied had such error or oversight not occurred.

                                    ARTICLE X
                              INSPECTION OF RECORDS

Either party, their respective employees or authorized representatives, may
audit, inspect and examine, during regular business hours, at the home office of
either party, any and all books, records, statements, correspondence, reports,
trust accounts and their related documents or other documents that relate to the
Policies covered under this Agreement. The audited party agrees to provide a
reasonable workspace for such audit, inspection or examination and to cooperate
fully and to faithfully disclose the existence of and produce any and all
necessary and reasonable materials requested by such auditors, investigators, or
examiners. The party performing a routine audit shall provide no less than five
(5) working days advance notice to the other party. The expense of the
respective party's employee(s) or authorized representative(s) engaged in such
activities will be borne solely by such party.

                                   ARTICLE XI
                                   INSOLVENCY

A.   The portion of any risk or obligation assumed by the Reinsurer, when such
     portion is ascertained, shall be payable on demand of the Ceding Company at
     the same time as the Ceding Company shall pay its net retained portion of
     such risk or obligation, and the reinsurance shall be payable by the
     Reinsurer on the basis of the liability of the Ceding Company under the
     Policies without diminution because of the insolvency of the Ceding
     Company. In the event of the insolvency of the Ceding Company and the
     appointment of a conservator, liquidator or statutory successor of the
     Ceding Company, such portion shall be payable to such conservator,
     liquidator or statutory successor immediately upon demand, on the basis of
     claims allowed against the Ceding Company by any court of

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<Page>

     competent jurisdiction or, by any conservator, liquidator or statutory
     successor of the Ceding Company having authority to allow such claims,
     without diminution because of such insolvency or because such conservator,
     liquidator or statutory successor has failed to pay all or a portion of any
     claims. Payments by the Reinsurer as above set forth shall be made directly
     to the Ceding Company or its conservator, liquidator or statutory
     successor.

B.   Further, in the event of the insolvency of the Ceding Company, the
     liquidator, receiver or statutory successor of the insolvent Ceding Company
     shall give written notice to the Reinsurer of the pendency of any
     obligation of the insolvent Ceding Company on any Net Ceded Liability,
     whereupon the Reinsurer may investigate such claim and interpose at its own
     expense, in the proceeding where such claim is to be adjudicated, any
     defense or defenses which it may deem available to the Ceding Company or
     its liquidator or statutory successor. The expense thus incurred by the
     Reinsurer shall be chargeable, subject to court approval, against the
     insolvent Ceding Company as part of the expenses of liquidation to the
     extent of a proportionate share of the benefit which may accrue to the
     Ceding Company solely as a result of the defense undertaken by the
     Reinsurer.

C.   In the event of the Reinsurer's insolvency, any payments due the Reinsurer
     from the Ceding Company pursuant to the terms of this Agreement will be
     made directly to the Reinsurer or its conservator, liquidator, receiver or
     statutory successor.

                                   ARTICLE XII
                                   ARBITRATION

A.   Prior to initiation of arbitration, the Reinsurer and Ceding Company agree
     that they will first negotiate diligently and in good faith to agree on a
     mutually satisfactory resolution of any dispute. Provided, however that if
     any such dispute cannot be resolved within sixty (60) days (or such longer
     period as the parties may agree) after written notice invoking the
     negotiation period of this article is delivered by either party, the
     Reinsurer and the Ceding Company agree that they will submit this dispute
     to arbitration as described below.

B.   The Reinsurer and the Ceding Company intend that any and all disputes
     between them under or with respect to this Agreement be resolved without
     resort to any litigation. As a condition precedent to any right of action
     hereunder, any dispute or difference between the Ceding Company and the
     Reinsurer relating to the interpretation or performance of this Agreement,
     including its formation or validity, or any transaction under this
     Agreement, whether arising before or after termination, shall be submitted
     to arbitration. Arbitration shall be the method of dispute resolution,
     regardless of the insolvency of either party, unless the conservator,
     receiver, liquidator or statutory successor is specifically exempted from
     arbitration proceeding by applicable state law of the insolvency.

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C.   Arbitration shall be initiated by the delivery of written notice of demand
     for arbitration ("Arbitration Notice") by one party to another. Such
     written notice shall contain a brief statement of the issue(s), remedies
     sought, and the failure of the parties to reach amicable agreement as
     provided in Paragraph A above.

D.   The arbitrators and umpire shall be present or former disinterested
     officers of life reinsurance or insurance companies other than the two
     parties to the Agreement or any company owned by, or affiliated with,
     either party. Each party shall appoint an individual as arbitrator and the
     two so appointed shall then appoint the umpire. If either party refuses or
     neglects to appoint an arbitrator within thirty (30) days after delivery of
     the Arbitration Notice, the other party may appoint the second arbitrator.
     If the two arbitrators do not agree on an umpire within thirty (30) days of
     the appointment of the second appointed arbitrator, each of the two
     arbitrators shall nominate three individuals. Each arbitrator shall then
     decline two of the nominations presented by the other arbitrator. The
     umpire shall be chosen from the remaining two nominations by drawing lots.

E.   The arbitration hearings shall be held in the city in which the Reinsurer's
     head office is located or any such other place as may be mutually agreed.
     Each party shall submit its case to the arbitrators and umpire within one
     hundred and eighty (180) days of the selection of the umpire or within such
     longer period as may be agreed.

F.   The arbitration panel shall make its decision with regard to the custom and
     usage of the insurance and reinsurance business. The arbitration panel
     shall interpret this Agreement as an honorable engagement; they are
     relieved of all judicial formalities and may abstain from following strict
     rules of law. The arbitration panel shall be solely responsible for
     determining what evidence shall be considered and what procedure they deem
     appropriate and necessary in the gathering of such facts or data to decide
     the dispute.

G.   The decision in writing of the majority of the arbitration panel shall be
     final and binding upon the parties. Judgment may be entered upon the final
     decision of the arbitration panel in any court having jurisdiction.

H.   The jointly incurred costs of the arbitration are to be borne equally by
     both parties. Jointly incurred costs are specifically defined as any costs
     that are not solely incurred by one of the parties (e.g., attorneys' fees,
     expert witness fees, travel to the hearing site, etc.). Costs incurred
     solely by one of the parties shall be borne by that party. Once the panel
     has been selected, the panel shall agree on one billable rate for each of
     the arbitrators and umpire and that sole cost shall be disclosed to the
     parties and become payable as a jointly incurred cost as described above.

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<Page>

                                  ARTICLE XIII
                              PARTIES TO AGREEMENT

This Agreement is solely between the Ceding Company and the Reinsurer. The
acceptance of reinsurance hereunder shall not create any right or legal relation
whatever between the Reinsurer and any party in interest under any Policy.
Ceding Company shall be and remain solely liable to any insured, contract owner,
or beneficiary under any contract reinsured hereunder.

                                   ARTICLE XIV
                      DURATION OF AGREEMENT AND TERMINATION

A.   DURATION. This agreement will be effective as of the Effective Date, and
     will be unlimited as to its duration. This Agreement may not be terminated
     by either party, except as provided for in Article VI.

B.   TERMINATION FOR NEW BUSINESS. This agreement will be terminated for new
     business effective May 31, 2004 at 11:59pm.

                                   ARTICLE XV
                               GENERAL PROVISIONS

A.   ENTIRE AGREEMENT. This Agreement constitutes the entire contract between
     the Reinsurer and the Ceding Company with respect to the Policies. No
     variation, modification or changes to this Agreement shall be binding
     unless in writing and signed by an officer of each party.

B.   NOTICES. Any notice or communication given pursuant to this Agreement must
     be in writing and (1) delivered personally, (2) sent by facsimile
     transmission, (3) delivered by overnight express, or (4) sent by registered
     or certified mail, postage prepaid, to such address or addresses each party
     may designate from time to time for receipt of notices or communications.
     The initial notice addresses are as follows:

     If to the Reinsurer:       Allstate Life Insurance Company
                                3100 Sanders Rd.
                                Northbrook, Illinois 60062
                                Attn:  Steve Shebik, Senior Vice President and
                                Chief Financial Officer
                                Facsimile No.: (847) 326-5054

     If to the Ceding Company:  Columbia Universal Life Insurance Company
                                3100 Sanders Rd.
                                Northbrook, Illinois 60062

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                                Attn:  Errol Cramer, Appointed Actuary
                                Facsimile No.: (847) 402-7376

     All notices and other communications required or permitted under the terms
     of this Agreement that are addressed as provided in this Article XV shall:
     (1) if delivered personally or by overnight express, be deemed given upon
     delivery; (2) if delivered by facsimile transmission, be deemed given when
     electronically confirmed; and (3) if sent by registered or certified mail,
     be deemed given when received. Any party from time to time may change its
     address for notice purposes by giving a similar notice specifying a new
     address, but no such notice shall be deemed to have been given until it is
     actually received by the party sought to be charged with the contents
     thereof.

C.   EXPENSES. Except as may be otherwise expressly provided in this Agreement,
     whether or not the transactions contemplated hereby are consummated, each
     of the parties hereto shall pay its own costs and expenses incident to
     preparing for, entering into and carrying out this Agreement and the
     consummation of the transactions contemplated hereby.

D.   COUNTERPARTS. This Agreement may be executed in one or more counterparts,
     each of which shall be deemed an original, but all of which shall
     constitute one and the same instrument and shall become effective when one
     or more counterparts have been signed by each of the parties and delivered
     to the other parties.

E.   NO THIRD PARTY BENEFICIARY. Except as otherwise provided herein, the terms
     and provisions of this Agreement are intended solely for the benefit of the
     parties hereto, and their respective successors or permitted assigns, and
     it is not the intention of the parties to confer third-party beneficiary
     rights upon any other person, and no such rights shall be conferred upon
     any person or entity not a party to this Agreement.

F.   AMENDMENT. This Agreement may only be amended or modified by a written
     instrument executed by both parties hereto.

G.   ASSIGNMENT; BIND EFFECT. Neither this Agreement nor any of the rights,
     interests or obligations under this Agreement shall be assigned, in whole
     or in part, by any of the parties hereto without the prior written consent
     of the other party, which consent shall not be unreasonably withheld, and
     any such assignment that is attempted without such consent shall be null
     and void. Subject to the preceding sentence, this Agreement shall be
     binding upon, inure to the benefit of, and be enforceable by the parties
     and their respective successors and permitted assigns.

H.   INVALID PROVISIONS. If any provision of this Agreement is held to be
     illegal, invalid, or unenforceable under any present or future law, and if
     the rights or obligations of the parties hereto under this Agreement will
     not be materially and adversely affected thereby, (1) such provision shall
     be fully severable; (2) this Agreement shall be construed and enforced as
     if such illegal, invalid, or unenforceable provision had never comprised a
     part

                                       13
<Page>

     hereof; and (3) the remaining provisions of this Agreement shall remain in
     full force and effect and shall not be affected by the illegal, invalid, or
     unenforceable provision or by its severance herefrom.

I.   GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the Laws of Illinois, regardless of the laws that might
     otherwise govern under applicable principles of conflicts of laws thereof.

J.   WAIVER. Any term or condition of this Agreement may be waived in writing at
     any time by the party that is entitled to the benefit thereof. A waiver on
     one occasion shall not be deemed to be a waiver of the same or any other
     breach or nonfulfillment on a future occasion. All remedies, either under
     the terms of this Agreement, or by law or otherwise afforded, shall be
     cumulative and not alternative, except as otherwise provided by law.

K.   HEADINGS, ETC. The headings used in this Agreement have been inserted for
     convenience and do not constitute matter to be construed or interpreted in
     connection with this Agreement. Unless the context of this Agreement
     otherwise requires, (1) words using the singular or plural number also
     include the plural or singular number, respectively; (2) the terms
     "HEREOF," "HEREIN," "HEREBY," "HERETO," "HEREUNDER," and derivative or
     similar words refer to this entire Agreement (including the exhibits
     hereto); (3) the term "ARTICLE" refers to the specified Article of this
     Agreement; (d) the term "EXHIBIT" refers to the specified Exhibit attached
     to this Agreement; and (e) the term "PARTY" means, on the one hand, the
     Ceding Company, and on the other hand, the Reinsurer.

L.   OFFSET. Any debits or credits incurred after the Effective Date in favor of
     or against either the Ceding Company or the Reinsurer with respect to this
     Agreement are deemed mutual debits or credits, as the case may be, and
     shall be set off against each other dollar for dollar.

M..  COMPLIANCE WITH LAWS. The parties hereto shall at all times comply with all
     applicable laws in performing their obligations under this Agreement.

N.   SURVIVAL. All provisions of this Agreement shall survive its termination to
     the extent necessary to carry out the purposes of this Agreement or to
     ascertain and enforce the parties' rights or obligations hereunder existing
     at the time of termination.

O.   PRIOR AGREEMENT SUPERCEDED. Subject to state regulatory approval, this
     Amended and Restated Reinsurance Agreement supercedes in its entirety, the
     Original Agreement dated June 30, 2000.

P.   CALENDAR DAYS. Unless otherwise specified, all references to "day" in this
     Agreement shall mean calendar days.

                                       14
<Page>

IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.

ALLSTATE LIFE INSURANCE COMPANY

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

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

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

Date:     July 27, 2004
     -------------------------------------


COLUMBIA UNIVERSAL LIFE INSURANCE COMPANY


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

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

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

Date: July 27, 2004
     -------------------------------------

                                       15
<Page>

                                    EXHIBIT A

                        ELIGIBLE AND INELIGIBLE POLICIES

Policies eligible for reinsurance under this Agreement are defined as all
annuity contracts and supplementary contracts with and without life
contingencies, assumed, issued, or reinsured by the Ceding Company. For the
avoidance of doubt, this Agreement is intended to include all policies,
certificates, and contracts assumed, issued, or reinsured by the Ceding Company,
expressly excluding any contracts covered under that certain Reinsurance
Agreement between the parties dated June 1, 2004, under which Ceding Company's
life and health business is reinsured on a 100% coinsurance.

                                       16
<Page>

                                    EXHIBIT B

                                  TAX ELECTION

The Ceding Company and the Reinsurer hereby make an election pursuant to
Treasury Regulations Section 1.848-2(g)(8). This election shall be effective for
the tax year during which the Effective Date falls and all subsequent taxable
years for which this Agreement remains in effect. Unless otherwise indicated,
the terms used in this Exhibit are defined by reference to Treasury Regulations
Section 1.848-2 as in effect on the date hereof. As used below, the term "PARTY"
or "PARTIES" shall refer to the Ceding Company or the Reinsurer, or both, as
appropriate.

1.   The party with the Net Positive Consideration (as defined in Section 848 of
     the Code and related Treasury Regulations) with respect to the transactions
     contemplated under this Agreement for any taxable year covered by this
     election will capitalize specified policy acquisition expenses with respect
     to such transactions without regard to the general deductions limitation of
     Section 848(c)(1) of the Code.

2.   The parties agree to exchange information pertaining to the amount of Net
     Consideration (as defined in Section 848 of the Code and related Treasury
     Regulations) under this Agreement each year to ensure consistency or as is
     otherwise required by the Internal Revenue Service. The exchange of
     information each year will follow the procedures set forth below:

     (a)  By April 1 of each year, the Ceding Company will submit a schedule to
          the Reinsurer of its calculation of the Net Consideration for the
          preceding calendar year. This schedule of calculations will be
          accompanied by a statement signed by an authorized representative of
          the Ceding Company stating the amount of the Net Consideration the
          Ceding Company will report in its tax return for the preceding
          calendar year.

     (b)  Within thirty (30) days of the Reinsurer's receipt of the Ceding
          Company's calculation, the Reinsurer may contest such calculation by
          providing an alternative calculation to the Ceding Company in writing.
          If the Reinsurer does not notify the Ceding Company that it contests
          such calculation within said 30-day period, the calculation will be
          presumed correct and the Reinsurer shall also report the Net
          Consideration as determined by the Ceding Company in the Reinsurer's
          tax return for the preceding calendar year.

     (c)  If the Reinsurer provides an alternative calculation of the Net
          Consideration pursuant to clause (b), the parties will act in good
          faith to reach an agreement as to the correct amount of Net
          Consideration within thirty (30) days of the date the Ceding Company
          receives the alternative calculation from the Reinsurer. When the
          Ceding Company and the Reinsurer reach agreement on an amount of Net
          Consideration, each party shall report the applicable amount in their
          respective tax returns for the preceding calendar year.

                                       17

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</DOCUMENT>
