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EXHIBIT 10.3
SUPPLEMENTAL INTERCOMPANY TAX SHARING AGREEMENT
BY AND BETWEEN ALLSTATE LIFE INSURANCE COMPANY
AND LINCOLN BENEFIT LIFE COMPANY
WHEREAS Allstate Life Insurance Company
("ALIC") and Lincoln Benefit Life
Company ("LBL") join in the filing of the consolidated federal
income tax return
filed by The Allstate Corporation affiliated group and are parties
to a Tax
Sharing Agreement dated November 12, 1996 (the "Tax Sharing
Agreement"),
allocating the consolidated federal income tax liability among the
members of
such group;
WHEREAS ALIC and LBL have entered into one
or more reinsurance agreements
(the "Reinsurance Agreements") under which ALIC, as the Reinsurer,
assumed
certain insurance liabilities directly written by LBL, the Ceding
Company;
WHEREAS one of the underlying goals of the
Reinsurance Agreements is that
ALIC, as the Reinsurer, is to assume all of the economic benefits
and detriments
of the business reinsured under the Reinsurance Agreements;
WHEREAS various provisions in the Internal
Revenue Code and the Treasury
regulations thereunder result in substantial complexity in meeting
the
above-described goal with respect to the federal income tax
benefits or
detriments derived from or attributable to business reinsured under
the
Reinsurance Agreements; and
WHEREAS the parties hereto desire to
reallocate between themselves their
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