As Filed with the Securities and Exchange Commission on December 24, 2003

File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LINCOLN BENEFIT LIFE COMPANY
(Exact name of Registrant as Specified in its Charter)
Nebraska 6300 470221457
(State or other jurisdiction of (Primary Standard Industrial
(I.R.S. Employer incorporation or organization)
Classification Code Number) Identification No.)

2940 South 84th St., Lincoln, Nebraska 68506
1-800-525-9287
(Address of registrant's principal executive offices)

WILLIAM F. EMMONS.
LINCOLN BENEFIT LIFE COMPANY
2940 South 84th St.
LINCOLN, NE 68506
1-800-525-9287
(Name of agent for service)
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Copy to:
CHRISTOPHER S. PETITO, ESQ.
Jorden Burt LLP
1025 Thomas Jefferson Street N.W.
Suite 400 East
Washington, D. C. 20007-0805
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / X /

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

Calculation of Registration Fee
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered Unit Price Fee

Market Value Adjusted
Interest under Individual
Flexible Premium
Deferred Variable Annuity
Contracts. . . . . . . . . . . * * $25,000,000 $2,022.50
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* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the
proposed maximum offering price per unit is not applicable in that these
contracts are not issued in predetermined amounts or units.

THE CONSULTANT SOLUTIONS VARIABLE ANNUITIES
(CLASSIC, PLUS, ELITE, SELECT)

LINCOLN BENEFIT LIFE COMPANY
STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506
MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NEBRASKA 68501-0469
TELEPHONE NUMBER: 1-800-865-5237
1940 ACT FILE NUMBER: 811-07924
1933 ACT FILE NUMBER: 333-109688 PROSPECTUS DATED ______, 2003
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Lincoln Benefit Life Company ("Lincoln Benefit") is offering the following
individual and group flexible premium deferred variable annuity contracts (each,
a "CONTRACT"):

.. CONSULTANT SOLUTIONS CLASSIC
.. CONSULTANT SOLUTIONS PLUS
.. CONSULTANT SOLUTIONS ELITE
.. CONSULTANT SOLUTIONS SELECT

This prospectus contains information about each Contract that you should know
before investing. Please keep it for future reference. Not all Contracts may be
available in all states or through your sales representative. Please check with
your sales representative for details.

Each Contract currently offers several investment alternatives ("INVESTMENT
ALTERNATIVES"). The Investment Alternatives include up to 2 fixed account
options ("FIXED ACCOUNT OPTIONS"), depending on the Contract, and include 49
variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Lincoln Benefit Life
Variable Annuity Account ("VARIABLE ACCOUNT"). Each Variable Sub-account invests
exclusively in shares of the following mutual funds ("FUNDS"):

AIM VARIABLE INSURANCE FUNDS PIMCO VARIABLE INSURANCE TRUST
THE ALGER AMERICAN FUND THE RYDEX VARIABLE TRUST
FIDELITY VARIABLE INSURANCE PRODUCTS SALOMON BROTHERS VARIABLE SERIES FUNDS INC
JANUS ASPEN SERIES T. ROWE PRICE EQUITY SERIES, INC.
LSA VARIABLE SERIES TRUST VAN ECK WORLDWIDE INSURANCE TRUST
MFS(R) VARIABLE INSURANCE TRUST/SM/ VAN KAMPEN LIFE INVESTMENT TRUST
OPPENHEIMER VARIABLE ACCOUNT FUNDS THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
PIMCO ADVISORS VIT

Each Fund has multiple investment Portfolios ("PORTFOLIOS"). Not all of the
Funds and/or Portfolios, however, may be available with your Contract. You
should check with your sales representative for further information on the
availability of the Funds and/or Portfolios. Your annuity application will list
all available Portfolios.

For CONSULTANT SOLUTIONS PLUS CONTRACTS, each time you make a purchase payment,
we will add to your Contract value ("CONTRACT VALUE") a credit enhancement
("CREDIT ENHANCEMENT") of up to 5% (depending on the issue age and your total
purchase payments) of such purchase payment. Expenses for this Contract may be
higher than a Contract without the Credit Enhancement. Over time, the amount of
the Credit Enhancement may be more than offset by the fees associated with the
Credit Enhancement.

WE (Lincoln Benefit) have filed a Statement of Additional Information, dated
December 24, 2003 with the Securities and Exchange Commission ("SEC"). It
contains more information about each Contract and is incorporated herein by
reference, which means that it is legally a part of this prospectus. Its table
of contents appears on page ___of this prospectus. For a free copy, please write
or call us at the address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS
IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS.
ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME.

IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS
NOTICES OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS
OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS
INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.

THE CONTRACTS ARE NOT FDIC INSURED.

1 PROSPECTUS

TABLE OF CONTENTS
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PAGE

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OVERVIEW
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Important Terms 3
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Overview of Contracts 4
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The Contracts at a Glance 5
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How the Contracts Work 9
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Expense Tables 10
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Financial Information 18
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CONTRACT FEATURES
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The Contracts 18
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Purchases 20
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Contract Loans for 403(b) Contracts 19
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Contract Value 21
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Investment Alternatives 22
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The Variable Sub-accounts 22
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The Fixed Account Options 25
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Transfers 28
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Expenses 30
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PAGE

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Access to Your Money 34
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Income Payments 34
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Death Benefits 42
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OTHER INFORMATION
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More Information 48
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Taxes 51
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Annual Reports and Other Documents 56
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Experts 56
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Performance Information 56
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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 58
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APPENDIX A - CONTRACT COMPARISON CHART 59
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APPENDIX B - MARKET VALUE ADJUSTMENT 61
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APPENDIX C - EXAMPLE OF CALCULATION OF INCOME
PROTECTION BENEFIT 63
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APPENDIX D-WITHDRAWAL ADJUSTMENT EXAMPLE-DEATH BENEFITS 65
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APPENDIX E-CALCULATION OF ENHANCED EARNINGS DEATH
BENEFIT 66
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APPENDIX F-WITHDRAWAL ADJUSTMENT EXAMPLE-ACCUMULATION
BENEFIT 66
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3 PROSPECTUS

IMPORTANT TERMS
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This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.

PAGE

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AB Factor __
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Accumulation Benefit
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Accumulation Benefit Option __
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Accumulation Phase 9
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Accumulation Unit 18
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Accumulation Unit Value 1
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Annual Increase Death Benefit Option
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Annuitant 18
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Automatic Additions Program 20
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Automatic Portfolio Rebalancing Program 30
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Beneficiary __
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Benefit Base 19
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Co-Annuitant 19
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*Contract 49
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Contract Anniversary 6
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Contract Owner ("You") 9
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Contract Value 21
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Contract Year 6
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Credit Enhancement 20
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Dollar Cost Averaging Program 29
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Due Proof of Death 42
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Enhanced Earnings Death Benefit Option 44
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Excess of Earnings Withdrawal 66
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Fixed Account Options 25
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Free Withdrawal Amount 10
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Funds 1
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Guarantee Period Accounts 26
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Guarantee Options
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Income Plan 35
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Income Protection Benefit Option 11
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Income Protection Diversification Requirement
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In-Force Earnings 44
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PAGE

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In-Force Premium 44
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Investment Alternatives 22
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IRA Contract 6
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Issue Date 18
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Lincoln Benefit ("We") 9
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Market Value Adjustment 61
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Maximum Anniversary Value (MAV)
Death Benefit Option 43
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Payout Phase 9
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Payout Start Date 9
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Payout Withdtawal
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Portfolios 49
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Qualified Contract 5
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Return of Premium ("ROP") Death Benefit 8
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Rider Application Date 6
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Rider Anniversary __
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Rider Date 39
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Rider Fee 6
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Rider Maturity Date __
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Rider Period __
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Rider Trade-In Option __
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Right to Cancel 21
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SEC 1
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Settlement Value 42
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Spousal Protection Benefit (Co-Annuitant) Option 19
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Standard Fixed Account Option 26
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Systematic Withdrawal Program 34
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Tax Qualified Contract 53
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Transfer Period Accounts 25
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Trial Examination Period 5
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Valuation Date 20
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Variable Account 48
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Variable Sub-account 22
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* In certain states a Contract may be available only as a group
Contract. If you purchase a group Contract, we will issue you a certificate
that represents your ownership and that summarizes the provisions of the
group Contract. References to "Contract" in this prospectus include
certificates, unless the context requires otherwise. References to "Contract"
also include all four Contracts listed on the cover page of this prospectus,
unless otherwise noted. However, we administer each Contract separately.

4 PROSPECTUS

OVERVIEW OF CONTRACTS
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The Contracts offer many of the same basic features and benefits. They differ
primarily with respect to the charges imposed, as follows:

.. The CONSULTANT SOLUTIONS CLASSIC CONTRACT has a mortality and expense risk
charge of 1.25%, an administrative expense charge of 0.10%*, and a withdrawal
charge of up to 7% with a 7-year withdrawal charge period;

.. The CONSULTANT SOLUTIONS PLUS CONTRACT offers a Credit Enhancement of up to 5%
on purchase payments, a mortality and expense risk charge of 1.45%, an
administrative expense charge of 0.10%*, and a withdrawal charge of up to 8.5%
with an 8-year withdrawal charge period;

.. The CONSULTANT SOLUTIONS ELITE CONTRACT has a mortality and expense risk
charge of 1.60%, an administrative expense charge of 0.10%*, and a withdrawal
charge of up to 7% with a 3-year withdrawal charge period; and

.. The CONSULTANT SOLUTIONS SELECT CONTRACT has a mortality and expense risk
charge of 1.70%, an administrative expense charge of 0.10%*, and no withdrawal
charges.

Other differences among the Contracts relate to available Fixed Account Options.
For a side-by-side comparison of these differences, please refer to Appendix A
of this prospectus.

* The administrative expense charge may be increased, but will never exceed
0.25%. Once your Contract is issued, we will not increase the administrative
expense charge for your Contract.

5 PROSPECTUS

THE CONTRACTS AT A GLANCE
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The following is a snapshot of the Contracts. Please read the remainder of this
prospectus for more information.

FLEXIBLE PAYMENTS You can purchase the Classic Contract with as little as
$1,200, and each of the other Contracts with as little
as $10,000 ($2,000 for Qualified Contracts, which are
Contracts issued with a qualified plan). You can add to
your Contract as often and as much as you like, but
each subsequent payment must be at least $1,000 ($100
for automatic payments).

We reserve the right to accept a lesser initial
purchase payment amount for each Contract. We
may limit the cumulative amount of purchase
payments to a maximum of $1,000,000 in any
Contract. You must maintain a minimum Contract
Value of $1,000.

For CONSULTANT SOLUTIONS PLUS CONTRACTS, each
time you make a purchase payment, we will add to
your Contract Value a Credit Enhancement of up
to 5% of such purchase payment.
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TRIAL EXAMINATION PERIOD You may cancel your Contract within 20 days of receipt
or any longer period as your state may require ("TRIAL
EXAMINATION PERIOD"). Upon cancellation, we will return
your purchase payments adjusted, to the extent federal
or state law permits, to reflect the investment
experience of any amounts allocated to the Variable
Account, including the deduction of mortality and
expense risk charges and administrative expense
charges. If you cancel your Contract during the Trial
Examination Period, the amount we refund to you will
not include any Credit Enhancement. See "Trial
Examination Period" for details.
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EXPENSES Each Portfolio pays expenses that you will bear
indirectly if you invest in a Variable
Sub-account. You also will bear the following
expenses:

CONSULTANT SOLUTIONS CLASSIC CONTRACTS

.Annual mortality and expense risk charge equal
to 1.25% of average daily net assets.

.Withdrawal charges ranging from 0% to 7% of
purchase payments withdrawn.

CONSULTANT SOLUTIONS PLUS CONTRACTS

.Annual mortality and expense risk charge equal
to 1.45% of average daily net assets.

.Withdrawal charges ranging from 0% to 8.5% of
purchase payments withdrawn.

CONSULTANT SOLUTIONS ELITE CONTRACTS

.Annual mortality and expense risk charge equal
to 1.60% of average daily net assets.

.Withdrawal charges ranging from 0% to 7% of
purchase payments withdrawn.

CONSULTANT SOLUTIONS SELECT CONTRACTS

.Annual mortality and expense risk charge equal
to 1.70% of average daily net assets.

. No withdrawal charges.

ALL CONTRACTS

.Annual administrative expense charge of 0.10%
(up to 0.25% for future Contracts).
.
Annual contract maintenance charge of $40
(reduced to $30 if Contract Value is at least
$2000, and waived in certain cases).

.If you select the MAXIMUM ANNIVERSARY VALUE
(MAV) ENHANCED DEATH BENEFIT OPTION ("MAV
DEATH BENEFIT OPTION") you will pay an
additional mortality and expense risk charge
of 0.20% (up to 0.50% for Options added in the
future).

.If you select the ANNUAL INCREASE ENHANCED
DEATH BENEFIT OPTION ("ANNUAL INCREASE DEATH
BENEFIT OPTION"), you will pay an additional
mortality and expense risk charge of 0.30% (up
to 0.50% for options added in the future).

.If you select the ENHANCED EARNINGS DEATH
BENEFIT OPTION you will pay an additional
mortality and expense risk charge of 0.25% or
0.40% (up to 0.35% or 0.50% for Options added
in the future) depending on the age of the
oldest Owner, the Co-Annuitant, and/or oldest
Annuitant on the date we receive the completed
application or request to add the benefit,
whichever is later ("RIDER APPLICATION DATE").

.If you select the ACCUMULATION BENEFIT OPTION
you would pay an additional annual fee ("RIDER
FEE") of 0.50% (up to 1.25% for Options added
in the future) of the BENEFIT BASE in effect
on each Contract anniversary ("CONTRACT
ANNIVERSARY") during the Rider Period.

.If you select the INCOME PROTECTION BENEFIT
OPTION you will pay an additional mortality
and expense risk charge of 0.50% (up to 0.75%
for Options added in the future) during the
Payout Phase of your Contract.

.
Currently there is no additional charge if you
select the SPOUSAL PROTECTION BENEFIT
(CO-ANNUITANT) OPTION. We reserve the right to
charge a mortality and expense risk charge of
up to 0.15% for this benefit. This benefit is
only available for IRA CONTRACTS, which are
Contracts issued with an Individual Retirement
Annuity or Account ("IRA") under Section 408
of the Internal Revenue Code.

.Transfer fee equal to 1.00% (subject to
increase to up to 2.00%) of the amount
transferred after the 12/th/ transfer in any
Contract Year ("CONTRACT YEAR"), but not more
than $25, which we measure from the date we
issue your Contract or a Contract Anniversary.

. State premium tax (if your state imposes one)

. NOT ALL OPTIONS ARE AVAILABLE IN ALL STATES
INVESTMENT ALTERNATIVES Each Contract offers several
investment alternatives including:

.up to 2 Fixed Account Options that credit interest at
rates we guarantee, and

.49 Variable Sub-accounts investing in
Portfolios offering professional money
management by these investment advisers:

. AIM Variable Insurance Funds

. The Alger American Fund

. Fidelity Variable Insurance Products

. Janus Aspen Series

. LSA Variable Series Trust

. MFS(R) Variable Insurance Trust/SM/

. Oppenheimer Variable Account Funds

. PIMCO Advisors VIT

. PIMCO Variable Insurance Trust

. The Rydex Variable Trust

. Salomon Brothers Variable Series Funds Inc

. T. Rowe Price Equity Series, Inc.

. Van Eck Worldwide Insurance Trust

. Van Kampen Life Investment Trust

. The Universal Institutional Funds, Inc.

Not all Fixed Account Options are available in
all states or with all Contracts.

To find out current rates being paid on the
Fixed Account Option(s), or to find out how the
Variable Sub-accounts have performed, please
call us at 1-800-865-5237.
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SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC PORTFOLIO REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. SYSTEMATIC WITHDRAWAL PROGRAM
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INCOME PAYMENTS You can choose fixed income payments,
variable income payments, or a combination of
the two. You can receive your income payments in
one of the following ways (you may select more
than one income plan):

. life income with guaranteed number of payments

. joint and survivor life income with guaranteed number
of payments

. guaranteed number of payments for a specified
period

. life income with cash refund

. joint life income with cash refund

. life income with installment refund

. joint life income with installment refund

In addition, we offer an Income Protection
Benefit Option that guarantees that your
variable income payments will not fall below a
certain level.

DEATH BENEFITS If you die before the Payout Start
Date, we will pay a death benefit subject to the
conditions described in the Contract. In
addition to the death benefit included in your
Contract ("ROP DEATH BENEFIT"), the death
benefit options we currently offer include:

. MAV DEATH BENEFIT OPTION;

. ANNUAL INCREASE DEATH BENEFIT OPTION; and

. ENHANCED EARNINGS DEATH BENEFIT OPTION.
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TRANSFERS Before the Payout Start Date, you may transfer your
Contract Value among the investment alternatives, with
certain restrictions. The minimum amount you may
transfer is $100 or the amount remaining in the
investment alternative, if less. The minimum amount
that can be transferred into the Standard Fixed Account
or Market Value Adjusted Account Options is $500.

A charge may apply after the 12/th/ transfer in
each Contract Year.
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WITHDRAWALS You may withdraw some or all of your Contract Value at
any time during the Accumulation Phase and during the
Payout Phase in certain cases. In general, you must
withdraw at least $50 at a time. Withdrawals taken
prior to annuitization (referred to in this prospectus
as the Payout Phase) are generally considered to come
from the earnings in the Contract first. If the
Contract is tax-qualified, generally all withdrawals
are treated as distributions of earnings. Withdrawals
of earnings are taxed as ordinary income and, if taken
prior to age 59 1/2, may be subject to an additional
10% federal tax penalty. A withdrawal charge and a
MARKET VALUE ADJUSTMENT may also apply.

9 PROSPECTUS

HOW THE CONTRACTS WORK
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Each Contract basically works in two ways.

First, each Contract can help you (we assume you are the "CONTRACT OWNER") save
for retirement because you can invest in your Contract's investment alternatives
and generally pay no federal income taxes on any earnings until you withdraw
them. You do this during what we call the "ACCUMULATION PHASE" of the Contract.
The Accumulation Phase begins on the date we issue your Contract (we call that
date the "ISSUE DATE") and continues until the Payout Start Date, which is the
date we apply your money to provide income payments. During the Accumulation
Phase, you may allocate your purchase payments to any combination of the
Variable Sub-accounts and/or Fixed Account Options. If you invest in a Fixed
Account Option, you will earn a fixed rate of interest that we declare
periodically. If you invest in any of the Variable Sub-accounts, your investment
return will vary up or down depending on the performance of the corresponding
Portfolios.

Second, each Contract can help you plan for retirement because you can use it to
receive retirement income for life and/ or for a pre-set number of years, by
selecting one of the income payment options (we call these "INCOME PLANS")
described on page ___. You receive income payments during what we call the
"PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Portfolios. The amount of money you accumulate
under your Contract during the Accumulation Phase and apply to an Income Plan
will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

LOGO

Other income payment options are also available. See "INCOME PAYMENTS."

As the Contract Owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract Owner or, if there is none, the
BENEFICIARY will exercise the rights and privileges provided by the Contract.
See "The Contracts." In addition, if you die before the Payout Start Date, we
will pay a death benefit to any surviving Contract Owner or, if there is none,
to your Beneficiary. See "Death Benefits."

Please call us at 1-800-865-5237 if you have any question about how the
Contracts work.

10 PROSPECTUS

EXPENSE TABLES
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The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes that may be imposed by the state where you reside. For more
information about Variable Account expenses, see "Expenses," below. For more
information about Portfolio expenses, please refer to the prospectuses for the
Portfolios.

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments withdrawn)/* /

Number of Complete Years Since We Received the Purchase Payment Being Withdrawn/Applicable Charge:
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Contract: 0 1 2 3 4 5 6 7 8+

Consultant Solutions
Classic 7% 7% 6% 5% 4% 3% 2% 0% 0%
Consultant Solutions
Plus 8.5% 8.5% 8.5% 7.5% 6.5% 5.5% 4% 2.5% 0%
Consultant Solutions
Elite: 7% 6% 5% 0% 0% 0% 0% 0% 0%
Consultant Solutions
Select: None

All Contracts:
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Annual Contract
Maintenance Charge $40**
Transfer Fee up to 2.00% of the amount transferred, but not more than $25***
Premium Taxes 0% to 4.00% of PurchasePayment****
Net Loan Interest 2.25%******
Rate

* Each Contract Year, you may withdraw a portion of your purchase payments
(and/or your earnings, in the case of Charitable Remainder Trusts) without
incurring a withdrawal charge ("Free Withdrawal Amount"). See "Withdrawal
Charges" for more information.

**/ /Reduced to $30 if Contract Value is not less than $2000, and waived in
certain cases. See "Expenses."

*** Applies solely to the 13th and subsequent transfers within a Contract Year,
excluding transfers due to dollar cost averaging and automatic portfolio
rebalancing. We are currently assessing a transfer fee of 1.00% of the
amount transferred, however, we reserve the right to raise the transfer fee
to up to 2.00% of the amount transferred. The transfer fee will never be
greater than $25.

**** Some States charge premium taxes that generally range from 0 to 4%. We are
responsible for paying these taxes, and will deduct them from your Contract
Value. Our current practice is to not charge for these taxes until the
Payout Start Date or surrender of the Contract. See "Premium Taxes" for
more information.

*****The net loan interest rate represents the difference between the interest
rate we charge on the loan and the interest rate that is credited to the
loan amount. We are currently charging 5.25% and crediting 3%. For more
information, see "Contract Loans for 403(b) Contracts." The loan interest
rate is subject to change.

11 PROSPECTUS

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSET VALUE DEDUCTED FROM EACH VARIABLE
SUB-ACCOUNT)

If you select the basic Contract without any optional benefits, your Variable
Account expenses would be as follows:

Mortality and Expense Risk Administrative
Basic Contract (without any optional benefit) Charge Expense Charge*
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Consultant Solutions Classic 1.25% 0.10%
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Consultant Solutions Plus 1.45% 0.10%
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Consultant Solutions Elite 1.60% 0.10%
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Consultant Solutions Select 1.70% 0.10%
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Total Variable Account
Basic Contract (without any optional benefit) Annual Expense
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Consultant Solutions Classic 1.35%
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Consultant Solutions Plus 1.55%
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Consultant Solutions Elite 1.70%
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Consultant Solutions Select 1.80%
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*We reserve the right to raise the administrative expense charge to 0.25%.
However, we will not increase the charge once we issue your Contract.

Each Contract also offers optional riders that may be added to the Contract. For
each optional rider you select, you would pay the following additional mortality
and expense risk charge associated with each rider.

0.20% (up to 0.50% for Options added in
MAV Death Benefit Option the future)

0.30% (up to 0.50% for Options added in
Annual Increase Death Benefit Option the future)

0.25% (up to 0.35% for Options added in
Enhanced Earnings Death Benefit Option (issue age the future)
0-70)
0.40% (up to 0.50% for Options added in
Enhanced Earnings Death Benefit Option (issue age the future)
71-79)
0.00% (up to 0.15% for Options added in
Spousal Protection Benefit (Co-Annuitant) Option the future)

0.50% (up to 0.75% for Options added in
Income Protection Benefit Option the future)

If you select the Options with the highest possible combination of mortality and
expense risk charges during the Accumulation Phase, your Variable Account
expenses would be as follows, assuming current expenses:

Contract with the MAV Death Benefit Option,
Annual Increase Death Benefit Option, and Mortality and Expense Administrative
Enhanced Earnings Death Benefit Option (issue age 71-79) Risk Charge* Expense Charge*
- ------------------------------------------------------------------------------------------------------------------------------

Consultant Solutions Classic 2.15% 0.10%
- ------------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Plus 2.35% 0.10%
- ------------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Elite 2.50% 0.10%
- ------------------------------------------------------------------------------------------------------------------------------
Consultant Solutions Select 2.60% 0.10%
- ------------------------------------------------------------------------------------------------------------------------------

Contract with the MAV Death Benefit Option,
Annual Increase Death Benefit Option, and Total Variable Account
Enhanced Earnings Death Benefit Option (issue age 71-79) Annual Expense
- -------------------------------------------------------------------------------------------------

Consultant Solutions Classic 2.25%
- -------------------------------------------------------------------------------------------------
Consultant Solutions Plus 2.45%
- -------------------------------------------------------------------------------------------------
Consultant Solutions Elite 2.60%
- -------------------------------------------------------------------------------------------------
Consultant Solutions Select 2.70%
- -------------------------------------------------------------------------------------------------

*As described above the administrative expense charge and the mortality and
expense charge for certain Options may be higher for future Contracts.
However, we will not increase the administrative expense charge once we issue
your Contract, and we will not increase the charge for an Option once we add
the Option to your Contract.

ACCUMULATION BENEFIT OPTION ANNUAL FEE
(ANNUAL RATE AS A PERCENTAGE OF BENEFIT BASE ON A CONTRACT ANNIVERSARY)

Accumulation Benefit Option 0.50%*
- --------------------------------------------------------------------------------

*Up to 1.25% for Options added in the future. See "Accumulation Benefit Option"
for details.

INCOME PROTECTION BENEFIT OPTION

The Contracts are also available with the Income Protection Benefit Option. See
"Income Payments - Income Protection Benefit Option," below, for a description
of the Option. The charge for the Income Protection Benefit Option is currently
0.50% of the average daily net Variable Account assets supporting the variable
income payments to which the Income Protection Benefit Option applies. The
charge for the Income Protection Benefit Option applies during the Payout Phase.
We reserve the right to raise the Income Protection Benefit Option charge to up
to 0.75%. Once your Income Protection Benefit Option is in effect, however, we
may not change the fee that applies to your Contract. See "Expenses - Mortality
and Expense Risk Charge," below, for details.

12 PROSPECTUS

PORTFOLIO ANNUAL EXPENSES - MINIMUM AND MAXIMUM
The next table shows the minimum and maximum total operating expenses charged by
the Portfolios that you may pay periodically during the time that you own the
Contract. Advisors and/or other service providers of certain Portfolios may have
agreed to waive their fees and/or reimburse Portfolio expenses in order to keep
the Portfolios' expenses below specified limits. The range of expenses shown in
this table does not show the effect of any such fee waiver or expense
reimbursement. More detail concerning each Portfolio's fees and expenses appears
in the second table below and in the prospectus for each Portfolio.

- ------------------------------------------------------------------------------------------
Minimum Maximum
- ------------------------------------------------------------------------------------------

Total Annual Portfolio Operating Expenses/(1)/
(expenses that are deducted from Portfolio
assets,which may include management fees,
distributionand/or services (12b-1) fees, and other 0.50 7.00
expenses)
- ------------------------------------------------------------------------------------------

(1) Expenses are shown as a percentage of Portfolio average daily net assets
(before any waiver or reimbursement) as of December 31, 2002.

EXAMPLE 1
This Example is intended to help you compare the cost of investing in the
Contracts with the cost of investing in other variable annuity contracts. These
costs include Contract owner transaction expenses, Contract fees, Variable
Account annual expenses, and Portfolio fees and expenses.

The example shows the dollar amount of expenses that you would bear directly or
indirectly if you:

.. invested $10,000 in the Contract for the time periods indicated;

.. earned a 5% annual return on your investment;

.. surrendered your Contract, or you began receiving income payments for a
specified period of less than 120 months, at the end of each time period;

.. elected the MAV Death Benefit Option and the Annual Increase Death Benefit
Option;

.. elected the Enhanced Earnings Death Benefit Option (assuming issue age 71-79);
and

.. elected the Accumulation Benefit Option.

THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO
PAY IF YOU SURRENDER YOUR CONTRACT.

The first line of the example assumes that the maximum fees and expenses of any
of the Portfolios are charged. The second line of the example assumes that the
minimum fees and expenses of any of the Portfolios are charged. Your actual
expenses may be higher or lower than those shown below.

Consultant Solutions Classic Consultant Solutions Plus
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

Costs Based on Maximum Annual Portfolio Expenses $1,635 $3,402 $4,992 $8,459 $1,822 $3,778 $5,455 $8,866
- ------------------------------------------------------------------------------------------------------------------------------------
Costs Based on Minimum Annual Portfolio Expenses $ 969 $1,567 $2,189 $4,037 $1,129 $1,876 $2,564 $4,356
- ------------------------------------------------------------------------------------------------------------------------------------

Consultant Solutions Elite Consultant Solutions Select
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- -----------------------------------------------------------------------------------------------------------------------------------

Costs Based on Maximum Annual $1,586 $3,069 $4,866 $8,618 $1,086 $3,095 $4,902 $8,663
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
Costs Based on Minimum Annual $ 920 $1,247 $2,107 $4,360 $ 420 $1,277 $2,155 $4,451
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

EXAMPLE 2
This Example uses the same assumptions as Example 1 above, except that it
assumes you decided not to surrender your Contract, or you began receiving
income payments for a specified period of at least 120 months, at the end of
each time period.

Costs Based on Maximum Annual $1,040 $2,977 $4,737 $8,459 $1,100 $3,141 $4,987 $8,866
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
Costs Based on Minimum Annual $ 374 $1,142 $1,934 $4,037 $ 407 $1,239 $2,096 $4,356
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

Costs Based on Maximum Annual $1,076 $3,069 $4,866 $8,618 $1,086 $3,095 $4,902 $8,663
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
Costs Based on Minimum Annual $ 410 $1,247 $2,107 $4,360 $ 420 $1,277 $2,155 $4,451
Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------

13 PROSPECTUS

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%,
WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE
WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED.
THE EXAMPLES REFLECT THE FREE WITHDRAWAL AMOUNTS, IF APPLICABLE, AND THE
DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $40 EACH YEAR. THE ABOVE
EXAMPLES ASSUME YOU HAVE SELECTED THE MAV DEATH BENEFIT OPTION, THE ANNUAL
INCREASE DEATH BENEFIT OPTION, THE ENHANCED EARNINGS DEATH BENEFIT OPTION
(ASSUMING THE OLDEST CONTRACT OWNER AND CO-ANNUITANT, OR, IF THE CONTRACT OWNER
IS A NON-LIVING PERSON, THE OLDEST ANNUITANT, ARE AGE 71 OR OLDER, AND ALL ARE
AGE 79 OR YOUNGER ON THE RIDER APPLICATION DATE), AND THE ACCUMULATION BENEFIT
OPTION. IF ANY OR ALL OF THESE FEATURES WERE NOT ELECTED, THE EXPENSE FIGURES
SHOWN ABOVE WOULD BE SLIGHTLY LOWER.

14 PROSPECTUS

FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

To measure the value of your investment in the Variable Sub-accounts during the
Accumulation Phase, we use a unit of measure we call the "ACCUMULATION UNIT."
Each Variable Sub-account has a separate value for its Accumulation Units we
call "ACCUMULATION UNIT VALUE." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.

There are no Accumulation Unit Values to report because the Contracts were first
offered as of the date of this prospectus. The financial statements of Lincoln
Benefit and the Variable Account appear in the Statement of Additional
Information.

THE CONTRACTS
- --------------------------------------------------------------------------------

CONTRACT OWNER
Each CONTRACT is an agreement between you, the Contract Owner, and Lincoln
Benefit, a life insurance company. As the Contract Owner, you may exercise all
of the rights and privileges provided to you by the Contract. That means it is
up to you to select or change (to the extent permitted):

.. the investment alternatives during the Accumulation and Payout Phases,

.. the amount and timing of your purchase payments and withdrawals,

.. the programs you want to use to invest or withdraw money,

.. the income payment plan(s) you want to use to receive retirement income,

.. the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

.. the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract Owner dies, or, if the
Contract Owner is a non-living person, an Annuitant dies, and

.. any other rights that the Contract provides, including restricting income
payments to Beneficiaries.

If you die prior to the Payout Start Date, any surviving joint Contract Owner,
or, if none, the Beneficiary, may exercise the rights and privileges provided to
them by the Contract. If the sole surviving Contract Owner dies after the Payout
Start Date, the Primary Beneficiary will receive any guaranteed income payments
scheduled to continue.

If the Annuitant dies prior to the Payout Start Date and the Contract Owner is a
non-living person, we will pay the death benefit to the current Contract Owner.

The Contract cannot be jointly owned by both a living and a non-living person.
The CONSULTANT SOLUTIONS SELECT is not available for purchase by non-living
persons. The maximum age of any Contract Owner on the date we receive the
completed application for each Contract is 90.

If you select the MAV Death Benefit Option, the Annual Increase Death Benefit
Option, the Enhanced Earnings Death Benefit Option, or the Spousal Protection
Benefit Option, the maximum age of any Contract Owner on the Rider Application
Date is currently 79.

The Contract can also be purchased as part of a qualified plan. A qualified plan
is a retirement savings plan, such as an IRA or tax-sheltered annuity, that
meets the special requirements of the Internal Revenue Code. Qualified plans may
limit or modify your rights and privileges under the Contract. We use the term
"QUALIFIED CONTRACT" to refer to a Contract issued with a qualified plan. See
"TAX QUALIFIED CONTRACTS" on page ___.

Except for certain Qualified Contracts, you may change the Contract Owner at any
time by written notice in a form satisfactory to us. Until we receive your
written notice to change the Contract Owner, we are entitled to rely on the most
recent information in our files. We will provide a change of ownership form to
be signed by you and filed with us. Once we accept the change, the change will
take effect as of the date you signed the request. We will not be liable for any
payment or settlement made prior to accepting the change. Accordingly, if you
wish to change the Contract Owner, you should deliver your written notice to us
promptly. Each change is subject to any payment we make or other action we take
before we accept it. Changing ownership of this Contract may cause adverse tax
consequences and may not be allowed under qualified plans. Please consult with a
competent tax advisor prior to making a request for a change of Contract Owner.

ANNUITANT
The ANNUITANT is the individual whose age determines the latest Payout Start
Date and whose life determines the amount and duration of income payments (other
than under Income Plan 3). If the Contract is a Non-Qualified Contract, you also
may designate a joint Annuitant, who is a second person on whose life income
payments depend. Additional retrictions may apply in the case of Qualified
Plans. The maximum age of the Annuitant on the date we receive the completed
application for each Contract is 90.

If the Owner is a living person, the Owner may change the Annuitant before the
Payout Start Date by written request in a form satisfactory to us. Once we
accept a change, it takes effect on the date you signed the request.

15 PROSPECTUS

Each change is subject to any payment we make or other action we take before we
accept it.

If you select the MAV Death Benefit Option, Annual Increase Death Benefit
Option, Enhanced Earnings Death Benefit Option, or the Spousal Protection
Benefit Option, the maximum age of the Co-Annuitant on the Rider Application
Date is 79.

If you select the Income Protection Benefit Option, the oldest Annuitant and
joint Annuitant (if applicable) must be age 75 or younger on the Payout Start
Date.

If you select an Income Plan that depends on the Annuitant or a joint
Annuitant's life, we may require proof of age and sex before income payments
begin and proof that the Annuitant or joint Annuitant is still alive before we
make each payment.

CO-ANNUITANT
Contract Owners of IRA Contracts that meet the following conditions and that
elect the Spousal Protection Benefit Option must name their spouse as a
CO-ANNUITANT:

.. the individually owned Contract must be either a traditional, Roth or
Simplified Employee Pension IRA;

.. both the Contract Owner and Co-Annuitant must be age 79 or younger on the
Rider Application Date; and

.. the Co-Annuitant must be the sole Primary Beneficiary under the Contract.

Under the Spousal Protection Benefit Option, the Co-Annuitant will be considered
to be an Annuitant during the Accumulation Phase, except the Co-Annuitant will
not be considered to be an Annuitant for purposes of determining the Payout
Start Date and the "Death of Annuitant" provision of your Contract does not
apply upon the death of the Co-Annuitant. If you are single when you purchase
this Contract, and are married later, you may add the Spousal Protection Benefit
Option within six months of your marriage only if you provide proof of marriage
in a form satisfactory to us. You may change the Co-Annuitant to a new spouse
within six months of re-marriage only if you provide proof of remarriage in a
form satisfactory to us. At any time, there may only be one Co-Annuitant under
your Contract. The Co-Annuitant will be considered an Owner for the purposes of
determining the age or birthday of the Owners under the MAV Death Benefit
Option, the Annual Increase Death Benefit Option and the Enhanced Earnings Death
Benefit Option. See "Spousal Protection Benefit Option and Death of
Co-Annuitant" for more information.

BENEFICIARY
You may name one or more Primary and Contingent Beneficiaries when you apply for
a Contract. The Primary Beneficiary is the person who may, in accordance with
the terms of the Contract, elect to receive the death benefit or become the new
Contract Owner pursuant to the Contract if the sole surviving Contract Owner
dies before the Payout Start Date. If the sole surviving Contract Owner dies
after the Payout Start Date, the Beneficiary will receive any guaranteed income
payments scheduled to continue. A Contingent Beneficiary is the person selected
by the Contract Owner who will exercise the rights of the Primary Beneficiary if
all named Primary Beneficiaries die before the death of the sole surviving
Contract Owner.

You may change or add Beneficiaries at any time, unless you have designated an
irrevocable Beneficiary. We will provide a change of Beneficiary form to be
signed by you and filed with us. After we accept the form, the change of
Beneficiary will be effective as of the date you signed the form. Until we
accept your written notice to change a Beneficiary, we are entitled to rely on
the most recent Beneficiary information in our files. We will not be liable for
any payment or settlement made prior to accepting the change. Accordingly, if
you wish to change your Beneficiary, you should deliver your written notice to
us promptly. Each Beneficiary change is subject to any payment made by us or any
other action we take before we accept the change.

You may restrict income payments to Beneficiaries. We will provide a form to be
signed by you and filed with us. Once we accept the form, the restriction will
take effect as of the date you signed the request. Any restriction is subject to
any payment made by us or any other action we take before we accept the request.

If you did not name a Beneficiary or, unless otherwise provided in the
Beneficiary designation, if a named Beneficiary is no longer living and there
are no other surviving Primary or Contingent Beneficiaries when the sole
surviving Contract Owner dies, the new Beneficiary will be:

.. your spouse or, if he or she is no longer living,

.. your surviving children equally, or if you have no surviving children,

.. your estate.

If more than one Beneficiary survives you, we will divide the death benefit
among the surviving Beneficiaries according to your most recent written
instructions. If you have not given us written instructions in a form
satisfactory to us, we will pay the death benefit in equal amounts to the
surviving Beneficiaries. If there is more than one Beneficiary in a class (e.g.,
more than one Primary Beneficiary) and one of the Beneficiaries predeceases the
Contract Owner (the Annuitant if the Contract owner is not a living person), the
remaining Beneficiaries in that class will divide the deceased Beneficiary's
share in proportion to the original share of the remaining Beneficiaries.

For purposes of this Contract, in determining whether a living person, including
a Contract Owner, Primary

16 PROSPECTUS

Beneficiary, Contingent Beneficiary, or Annuitant ("Living Person A") has
survived another living person, including a Contract Owner, Primary Beneficiary,
Contingent Beneficiary, or Annuitant ("Living Person B"), Living Person A must
survive Living Person B by at least 24 hours. Otherwise, Living Person A will be
conclusively deemed to have predeceased Living Person B.

Where there are multiple Beneficiaries, we will only value the death proceeds at
the time the first Beneficiary submits the necessary documentation in good
order. Any death proceed amounts attributable to any Beneficiary which remain in
the Variable Sub-accounts are subject to investment risk. If there is more than
one Beneficiary taking shares of the death proceeds, each Beneficiary will be
treated as a separate and independent owner of his or her respective share of
the death proceeds. Each Beneficiary will exercise all rights related to his or
her share of the death proceeds, including the sole right to select a death
settlement option, subject to any restrictions previously placed upon the
Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her
respective share, but that designated Beneficiary(ies) will be restricted to the
death settlement option chosen by the original Beneficiary.

If there is more than one Beneficiary and one of the Beneficiaries is a
corporation, trust or other non-living person, all Beneficiaries will be
considered to be non-living persons.

MODIFICATION OF THE CONTRACT
Only a Lincoln Benefit officer may approve a change in or waive any provision of
the Contract. Any change or waiver must be in writing. None of our agents has
the authority to change or waive the provisions of the Contract. We may not
change the terms of the Contract without your consent, except to conform the
Contract to applicable law or changes in the law. If a provision of the Contract
is inconsistent with state law, we will follow state law.

ASSIGNMENT
You may not assign an interest in this Contract as collateral or security for a
loan. However, you may assign periodic income payments under this Contract prior
to the Payout Start Date. No Beneficiary may assign benefits under the Contract
until they are due. We will not be bound by any assignment until the assignor
signs it and files it with us. We are not responsible for the validity of any
assignment. Federal law prohibits or restricts the assignment of benefits under
many types of retirement plans and the terms of such plans may themselves
contain restrictions on assignments. An assignment may also result in taxes or
tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN
PERIODIC INCOME PAYMENTS UNDER YOUR CONTRACT.

PURCHASES
- --------------------------------------------------------------------------------

MINIMUM PURCHASE PAYMENTS
The minimum initial purchase payment for Classic Contracts is $1,200 (Qualified
or Non- Qualified Contracts); the minimum initial purchase payment for all other
Non- Qualified Contracts is $10,000, ($2,000 for Qualified Contracts). All
subsequent purchase payments under a Contract must be $1,000 or more ($100 for
automatic payments). For CONSULTANT SOLUTIONS PLUS CONTRACTS, purchase payments
do not include any Credit Enhancements. You may make purchase payments at any
time prior to the Payout Start Date; however, additional payments may be limited
in some states. Please consult with your representative for details. The total
amount of purchase payments we will accept for each Contract without our prior
approval is $1,000,000. We reserve the right to accept a lesser initial purchase
payment amount or lesser subsequent purchase payment amounts. We reserve the
right to limit the availability of the investment alternatives for additional
investments. We also reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchase payments of $100 or more per month by
automatically transferring money from your bank account. Please consult with
your sales representative for detailed information. The AUTOMATIC ADDITIONS
PROGRAM is not available for making purchase payments into the Dollar Cost
Averaging Fixed Account Option.

ALLOCATION OF PURCHASE PAYMENTS
At the time you apply for a Contract, you must decide how to allocate your
purchase payment among the investment alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percents that total 100% or in whole dollars. You can change your
allocations by calling 1-800-865-5237.

We will allocate your purchase payments to the investment alternatives according
to your most recent instructions on file with us. Unless you notify us
otherwise, we will allocate subsequent purchase payments according to the
allocation for the previous purchase payment. We will effect any change in
allocation instructions at the time we receive written notice of the change in
good order.

For CONSULTANT SOLUTIONS SELECT CONTRACTS, the maximum amount that can be
allocated during any single day to any international fund is $25,000. Please see
the current list of funds affected by this restriction on page __.

17 PROSPECTUS

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our home office. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
home office.

We use the term "business day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days as
"VALUATION DATES." Our business day closes when the New York Stock Exchange
closes for regular trading, usually 4:00 p.m. Eastern Time (3:00 p.m. Central
Time). If we receive your purchase payment after 3:00 p.m. Central Time on any
Valuation Date, we will credit your purchase payment using the Accumulation Unit
Values computed for the next Valuation Date.

CREDIT ENHANCEMENT
For CONSULTANT SOLUTIONS PLUS CONTRACTS, each time you make a purchase payment,
we will add to your Contract Value a Credit Enhancement equal to 4% of the
purchase payment if the oldest Contract Owner, or, if the Contract Owner is a
non-living person, the oldest Annuitant, is age 85 or younger on the date we
receive the completed application for the Contract ("Application Date"). If the
oldest Contract Owner or, if the Owner is a non-living person, the oldest
Annuitant is age 86 or older and 90 or younger on the Application Date, we will
add to your Contract Value a Credit Enhancement equal to 2% of the purchase
payment. The thresholds apply individually to each CONSULTANT SOLUTIONS PLUS
CONTRACT you own. The additional Credit Enhancements and their corresponding
thresholds are as follows:

ADDITIONAL CREDIT CUMULATIVE PURCHASE
ENHANCEMENT FOR LARGE PAYMENTS LESS CUMULATIVE
CONTRACTS WITHDRAWALS MUST EXCEED:

0.50% of the purchase payment $500,000

1.00% of the purchase payment $1,000,000

If, during the first Contract Year only, the cumulative purchase payments less
cumulative withdrawals exceed the thresholds, the additional credit enhancement
will apply to prior purchase payments, less cumulative withdrawals, and will be
added to the Contract Value as of the date of the most recent purchase payment.
The additional credit enhancement will be applied only once to any given
purchase payment, current or prior.

If you exercise your right to cancel the Contract during the Trial Examination
Period, the amount we refund to you will not include any Credit Enhancement. See
"TRIAL EXAMINATION PERIOD" below for details. The CONSULTANT SOLUTIONS PLUS
CONTRACT may not be available in all states.

We will allocate any Credit Enhancements to the investment alternatives
according to the allocation instructions you have on file with us at the time we
receive your purchase payment. We will allocate each Credit Enhancement among
the investment alternatives in the same proportions as the most recent purchase
payment. We do not consider Credit Enhancements to be investments in the
Contract for income tax purposes.

We use a portion of the withdrawal charge and mortality and expense risk charge
to help recover the cost of providing the Credit Enhancement under the Contract.
See "Expenses." Under certain circumstances (such as a period of poor market
performance) the cost associated with the Credit Enhancement may exceed the sum
of the Credit Enhancement and any related earnings. You should consider this
possibility before purchasing the Contract.

TRIAL EXAMINATION PERIOD

You may cancel your Contract by providing us with written notice within the
Trial Examination Period, which is the 20 day period after you receive the
Contract, or such longer period that your state may require. If you exercise
this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full
amount of your purchase payments allocated to the Fixed Account. We also will
return your purchase payments allocated to the Variable Account adjusted, to the
extent federal or state law permits, to reflect investment gain or loss,
including the deduction of mortality and expense risk charges and administrative
expense charges, that occurred from the date of allocation through the date of
cancellation. If your Contract is qualified under Section 408 of the Internal
Revenue Code, we will refund the greater of any purchase payments or the
Contract Value.

For CONSULTANT SOLUTIONS PLUS CONTRACTS, we have received regulatory relief to
enable us to recover the amount of any Credit Enhancement applied to Contracts
that are cancelled during the Trial Examination Period. The amount we return to
you upon exercise of this Right to Cancel will not include any Credit
Enhancement. In states where required, we will return the amount of your
purchase payments. In other states, we will return the amount of your purchase
payments, reduced by the amount of any mortality and expense risk charges and
administrative expense charges deducted prior to cancellation, and adjusted by
any investment gain or loss associated with:

.. your Variable Account purchase payments; and

.. any portion of the Credit Enhancement assigned to the Variable Sub-accounts.

18 PROSPECTUS

We reserve the right to allocate your purchase payments to the money market
Variable Sub-account during the Trial Examination Period.

19 PROSPECTUS

CONTRACT LOANS FOR 403(B) CONTRACTS
- --------------------------------------------------------------------------------

Subject to the restrictions described below, we will make loans to the Contract
Owner of a Contract used in connection with a Tax Sheltered Annuity Plan ("TSA
Plan") under Section 403(b) of the Internal Revenue Code. Such loans may not be
available in all states. Loans are not available under non-qualified Contracts.
We will only make loans after the right to cancel period and before the Payout
Start Date. All loans are subject to the terms of the Contract, the relevant
qualified plan, and the Internal Revenue Code, which impose restrictions on
loans.

We will not make a loan to you if the total of the requested loan and your
unpaid outstanding loans will be greater than the amount available for full
withdrawal, including any applicable Market Value Adjustment, under your
Contract on the date of the loan. In addition, you may not borrow a loan if the
total of the requested loan and all of your loans under TSA Plans with the same
employer is more than the lesser of (a) or (b) where:

(a) equals $50,000 minus the excess of the highest outstanding loan balance
during the prior 12 months over the current outstanding loan balance; and

(b) equals the greater of $10,000 or half of the amount available for full
withdrawal.

The minimum loan amount is $1,000.

To request a Contract loan, write to us at the address given on the first page
of the prospectus. You alone are responsible for ensuring that your loan and
repayments comply with tax requirements. Loans made before the Payout Start Date
are generally treated as distributions under the Contract, and may be subject to
withholding and tax penalties for early distributions. Some of these
requirements are stated in Section 72 of the Internal Revenue Code. Please seek
advice from your plan administrator or tax advisor.

When we make a loan, we will transfer an amount equal to the loan amount from
the Variable Account and/or the Fixed Account Options to the Loan Account as
collateral for the loan. The Loan Account is an account established for amounts
transferred from the Variable Sub-accounts or Fixed Account Options as security
for an outstanding Contract loan. We will transfer to the Loan Account amounts
from each Variable Sub-account in proportion to the total assets in all Variable
Sub-accounts. If your loan amount is greater than your Contract Value in the
Variable Sub-accounts, we will transfer the remaining required collateral from
the Market Value Adjusted or Standard Fixed Account Option. If your loan amount
is greater than your contract value in the Variable Sub-accounts and the Market
Value Adjusted or Standard Fixed Account Option, we will transfer the remaining
required collateral from the Dollar Cost Averaging Fixed Account Options.

We will not charge a Withdrawal Charge on the loan or on the transfer from the
Variable Sub-accounts or any of the Fixed Account Options. We may, however,
apply a Market Value Adjustment to a transfer from the Market Value Adjusted
Fixed Account to the Loan Account. If we do, we will increase or decrease the
amount remaining in the Market Value Adjusted Fixed Account by the amount of the
Market Value Adjustment, so that the net amount transferred to the Loan Account
will equal the desired loan amount. We will charge a Withdrawal Charge and apply
a Market Value Adjustment, if applicable, on a distribution to repay the loan in
full, in the event of loan default.

We will credit interest to the amounts in the Loan Account. The annual interest
rate credited to the Loan Account will be the greater of: (a) an annual
effective rate of 3%; or (b) the loan interest rate minus 2.25%. The value of
the amounts in the Loan Account are not affected by the changes in the value of
the Variable Sub-accounts.

When you take out a loan, we will set the loan interest rate. That rate will
apply to your loan until it is repaid. From time to time, we may change the loan
interest rate applicable to new loans. We also reserve the right to change the
terms of new loans.

We will subtract the outstanding Contract loan balance, including accrued but
unpaid interest, from:

(1) the Death Proceeds;

(2) full withdrawal proceeds;

(3) the amount available for partial withdrawal; and

(4) the amount applied on the Payout Start Date to provide income payments.

If a New Owner elects to continue the Contract under Death of Owner Option D,
the new Contract Value will be reduced by the amount of the loan outstanding
plus accrued interest and the loan will be canceled.

Usually you must repay a Contract loan within five years of the date the loan is
made. Scheduled payments must be level, amortized over the repayment period, and
made at least quarterly. We may permit a repayment period of 15 or 30 years if
the loan proceeds are used to acquire your principal residence. We may also
permit other repayment periods.

You must mark your loan repayments as such. We will assume that any payment
received from you is a Purchase Payment, unless you tell us otherwise.
Generally, loan payments are allocated to the Variable Sub-account(s) in the
proportion that you have selected for your most recent Purchase Payment.
Allocations of loan payments are not permitted to the Fixed Accounts (Standard
Fixed Account, Market Value Adjusted Account, and Dollar Cost Averaging Fixed
Account Option). If your Purchase

20 PROSPECTUS

Payment allocation includes any of the Fixed Accounts, the percentages allocated
to the Fixed Accounts will be allocated instead to the PIMCO Money Market
Sub-account.

If you do not make a loan payment when due, we will continue to charge interest
on your loan. We also will declare the entire loan in default. We will subtract
the defaulted loan balance plus accrued interest from any future distribution
under the Contract and keep it in payment of your loan. Any defaulted amount
plus interest will be treated as a distribution for tax purposes (as permitted
by law). As a result, you may be required to pay taxes on the defaulted amount
and incur the early withdrawal tax penalty. Until we are permitted by law to
extinguish a defaulted loan, we will continue to charge interest and add unpaid
interest to your outstanding loan balance.

If the total loan balance exceeds the amount available for full withdrawal, we
will mail written notice to your last known address. The notice will state the
amount needed to maintain the Contract in force. If we do not receive payment of
this amount within 31 days after we mail this notice, we will terminate your
Contract.

We may defer making any loan for 6 months after you ask us for a loan, unless
the loan is to pay a premium to us.

CONTRACT VALUE
- --------------------------------------------------------------------------------

On the Issue Date, the CONTRACT VALUE is equal to your initial purchase payment
(for CONSULTANT SOLUTIONS PLUS CONTRACTS, your initial purchase payment plus the
Credit Enhancement).

Thereafter, your Contract Value at any time during the Accumulation Phase is
equal to the sum of the value of your Accumulation Units in the Variable
Sub-accounts you have selected, plus your value in the Fixed Account Option(s)
offered by your Contract.

ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-account to
allocate to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-account by (ii) the Accumulation
Unit Value of that Variable Sub-account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-account when the Accumulation Unit Value for the
Sub-account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-account to your Contract. For CONSULTANT SOLUTIONS PLUS CONTRACTS, we would
credit your Contract additional Accumulation Units of the Variable Sub-account
to reflect the Credit Enhancement paid on your purchase payment. See "Credit
Enhancement." Withdrawals and transfers from a Variable Sub-account would, of
course, reduce the number of Accumulation Units of that Sub-account allocated to
your Contract.

ACCUMULATION UNIT VALUE
As a general matter, the Accumulation Unit Value for each Variable Sub-account
for each Contract will rise or fall to reflect:

.. changes in the share price of the Portfolio in which the Variable Sub-account
invests, and

.. the deduction of amounts reflecting the mortality and expense risk charge,
administrative expense charge, and any provision for taxes that have accrued
since we last calculated the Accumulation Unit Value.

We determine any applicable withdrawal charges, Rider Fees (if applicable),
transfer fees, and contract maintenance charges separately for each Contract.
They do not affect the Accumulation Unit Value. Instead, we obtain payment of
those charges and fees by redeeming Accumulation Units. For details on how we
compute Accumulation Unit Values, please refer to the Statement of Additional
Information.

We determine a separate Accumulation Unit Value for each Variable Sub-account
for each Contract on each Valuation Date. We also determine a separate set of
Accumulation Unit Values that reflect the cost of each optional benefit, or
available combination thereof, offered under the Contract.

YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS THAT ACCOMPANY THIS
PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED,
SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE
CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE.

ACCUMULATION BENEFIT OPTION
We offer the ACCUMULATION BENEFIT OPTION, which is available for an additional
fee. The Accumulation Benefit Option guarantees a minimum Contract Value on the
"RIDER MATURITY DATE." The Rider Maturity Date is determined by the length of
the Rider Period which you select. The Option provides no minimum Contract Value
if the Option terminates before the Rider Maturity Date. See "Termination of the
Accumulation Benefit Option" below for details on termination.

The Accumulation Benefit Option is available at issue of the Contract, subject
to availability and issue requirements. Currently, you may have only one
Accumulation Benefit Option in effect on your Contract at one time. The
Accumulation Benefit Option has no maximum issue age, however the Rider Maturity
Date must occur before the latest Payout Start Date, which is the later of the
youngest Annuitant's 99th birthday or the 10th Contract Anniversary. Once added
to your Contract, the Accumulation Benefit Option may be

21 PROSPECTUS

cancelled at any time on or after the 5th Rider Anniversary by:

.. notifying us in writing in a form satisfactory to us; or

.. changing your investment allocations or making other changes so that that the
allocation of investment alternatives no longer adheres to the investment
requirements for the Accumulation Benefit Option. For more information
regarding investment requirements for this Option, see the "Investment
Requirements" section below.

The "RIDER ANNIVERSARY" is the anniversary of the Rider Date. We reserve the
right to extend the date on which the Accumulation Benefit Option may be
cancelled to up to the 10th Rider Anniversary at any time in our sole
discretion. Any change we make will not apply to a Accumulation Benefit Option
that was added to your Contract prior to the implementation date of the change.

When you add the Accumulation Benefit Option to your Contract, you must select a
Rider Period and a Guarantee Option. The Rider Period and Guarantee Option you
select determine the AB Factor, which is used to determine the Accumulation
Benefit, described below. The "RIDER PERIOD" begins on the Rider Date and ends
on the Rider Maturity Date. The "RIDER DATE" is the date the Accumulation
Benefit Option was made a part of your Contract. We currently offer Rider
Periods ranging from 8 to 20 years depending on the Guarantee Option you select.
You may select any Rider Period from among those we currently offer, provided
the Rider Maturity Date occurs prior to the latest Payout Start Date. We reserve
the right to offer additional Rider Periods in the future, and to discontinue
offering any of the Rider Periods at any time. We currently offer two "GUARANTEE
OPTIONS," Guarantee Option 1 and Guarantee Option 2. The Guarantee Option you
select has specific investment requirements, which are described in the
"Investment Requirements" section below. We reserve the right to offer
additional Guarantee Options in the future, and to discontinue offering any of
the Guarantee Options at any time. After the Rider Date, the Rider Period and
Guarantee Option may not be changed.

The Accumulation Benefit Option may not be available in all states. We may
discontinue offering the Accumulation Benefit Option at any time to new Contract
Owners.

ACCUMULATION BENEFIT.

On the Rider Maturity Date, if the Accumulation Benefit is greater than the
Contract Value, the Contract Value will be increased to equal the Accumulation
Benefit. The excess amount of any such increase will be allocated to the money
market Variable Sub-account. You may transfer the excess amount out of the money
market Variable Sub-account and into another investment alternative at any time
thereafter. However, each transfer you make will count against the 12 transfers
you can make each Contract Year without paying a transfer fee. Prior to the
Rider Maturity Date, the Accumulation Benefit will not be available as a
Contract Value, Settlement Value, or Death Proceeds. Additionally, we will not
pay an Accumulation Benefit if the Accumulation Benefit Option is terminated for
any reason prior to the Rider Maturity Date. After the Rider Maturity Date, the
Accumulation Benefit Option provides no additional benefit.

The "ACCUMULATION BENEFIT" is equal to the Benefit Base multiplied by the AB
Factor. The "AB FACTOR" is determined by the Rider Period and Guarantee Option
you selected as of the Rider Date. The following table shows the AB Factors
available for the Rider Periods and Guarantee Options we currently offer.

AB FACTORS
RIDER PERIOD GUARANTEE GUARANTEE
(NUMBER OF YEARS) OPTION 1 OPTION 2
- ---------------------------------------------

8 100.0% NA
- ---------------------------------------------
9 112.5% NA
- ---------------------------------------------
10 125.0% 100.0%
- ---------------------------------------------
11 137.5% 110.0%
- ---------------------------------------------
12 150.0% 120.0%
- ---------------------------------------------
13 162.5% 130.0%
- ---------------------------------------------
14 175.0% 140.0%
- ---------------------------------------------
15 187.5% 150.0%
- ---------------------------------------------
16 200.0% 160.0%
- ---------------------------------------------
17 212.5% 170.0%
- ---------------------------------------------
18 225.0% 180.0%
- ---------------------------------------------
19 237.5% 190.0%
- ---------------------------------------------
20 250.0% 200.0%
- ---------------------------------------------

The following examples illustrate the Accumulation Benefit calculations under
Guarantee Options 1 and 2 on the Rider Maturity Date. For the purpose of
illustrating the Accumulation Benefit calculation, the examples assume the
Benefit Base is the same on the Rider Date and the Rider Maturity Date.

Example 1: Guarantee Option 1

Guarantee Option: 1
Rider Period: 15
AB Factor: 187.5%
Rider Date: 1/1/04
Rider Maturity Date: 1/1/19
Benefit Base on Rider Date: $50,000
Benefit Base on Rider Maturity Date: $50,000

On the Rider Maturity Date (1/1/19):

Accumulation Benefit = Benefit Base on Rider Maturity Date * AB
Factor
= $50,000 * 187.5%
= $93,750

22 PROSPECTUS

Example 2: Guarantee Option 2

Guarantee Option: 2
Rider Period: 15
AB Factor: 150.0%
Rider Date: 1/1/04
Rider Maturity Date: 1/1/19
Benefit Base on Rider Date: $50,000
Benefit Base on Rider Maturity Date: $50,000

On the Rider Maturity Date (1/1/19):

Accumulation Benefit = Benefit Base on Rider Maturity Date * AB
Factor
= $50,000 * 150.0%
= $75,000

Guarantee Option 1 requires you to maintain a more conservative investment
allocation, but offers a higher AB Factor. Guarantee Option 2 requires you to
maintain a more moderate investment allocation, but offers a lower AB Factor.
See "Investment Requirements" below for more information.

BENEFIT BASE.

The Benefit Base is used solely for purposes of determining the Rider Fee and
the Accumulation Benefit. The Benefit Base is not available as a Contract Value,
Settlement Value, or Death Proceeds. On the Rider Date, the "BENEFIT BASE" is
equal to the Contract Value. After the Rider Date, the Benefit Base will be
recalculated for purchase payments and withdrawals as follows:

.. The Benefit Base will be increased by purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS Contracts) made prior to or on the
first Contract Anniversary following the Rider Date. Subject to the terms and
conditions of your Contract, you may add purchase payments after this date,
but they will not be included in the calculation of the Benefit Base.
Therefore, if you plan to make purchase payments after the first Contract
Anniversary following the Rider Date, you should consider carefully whether
this Option is appropriate for your needs.

.. The Benefit Base will be decreased by a Withdrawal Adjustment for each
withdrawal you make. The Withdrawal Adjustment is equal to (a) divided by (b),
with the result multiplied by (c), where:

(a) = the withdrawal amount;

(b) = the Contract Value immediately prior to the withdrawal; and

Withdrawals taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all withdrawals are treated
as distributions of earnings. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject to an additional 10%
federal tax penalty. A withdrawal charge also may apply. See Appendix F for
numerical examples that illustrate how the Withdrawal Adjustment is applied.

The Benefit Base will never be less than zero.

INVESTMENT REQUIREMENTS.

If you add the Accumulation Benefit Option to your Contract, you must adhere to
certain requirements related to the investment alternatives in which you may
invest during the Rider Period. The specific requirements will depend on the
Guarantee Option you select, and are described below in more detail. These
requirements may include, but are not limited to, maximum investment limits on
certain Variable Sub-accounts or on certain Fixed Account Options, exclusion of
certain Variable Sub-accounts or of certain Fixed Account Options, required
minimum allocations to certain Variable Sub-accounts, and restrictions on
transfers to or from certain investment alternatives.

We may also require that you use the Automatic Portfolio Rebalancing Program. We
may change the specific requirements that are applicable to a Guarantee
Option at any time in our sole discretion. Any changes we make will not apply to
a Accumulation Benefit Option that was made part of your Contract prior to the
implementation date of the change, except for changes made due to a change in
Variable Sub-accounts available under the Contract. This restriction does not
apply to a new Accumulation Benefit Option elected pursuant to the Rider
Trade-In Option.

If you have an outstanding loan balance, you may not elect the Accumulation
Benefit Option until the outstanding balance has been repaid. If you elect the
Accumulation Benefit Option, we will not make a policy loan to you until the
Accumulation Benefit Option matures or is cancelled.

When you add the Accumulation Benefit Option to your Contract, you must allocate
your entire Contract Value as follows:

1) to a model portfolio option ("Model Portfolio Option") available with the
Guarantee Option you selected, as defined below; or

2) to the DCA Fixed Account Option and then transfer all purchase payments (and
Credit Enhancements for CONSULTANT SOLUTIONS PLUS Contracts) and interest
according to a Model Portfolio Option available with the Guarantee Option you
selected; or

3) to a combination of (1) and (2) above.

For (2) and (3) above, the requirements for the DCA Fixed Account Option must be
met. See the "Dollar Cost Averaging Fixed Account Option" section of this
prospectus for more information.

23 PROSPECTUS

On the Rider Date, you must select only one of the Model Portfolio Options in
which to allocate your Contract Value. We currently offer one Model Portfolio
Option with each of the available Guarantee Options; however, we may add Model
Portfolio Options in the future.

The following table summarizes the Model Portfolio Options available for use
with each Guarantee Period under the Accumulation Benefit Option:

GUARANTEE OPTION 1 GUARANTEE OPTION 2
- ---------------------------------------------------------------------------------------------

* Model Portfolio Option 1 * Model Portfolio Option 2
- ---------------------------------------------------------------------------------------------

You may not allocate any of your Contract Value to the Standard Fixed Account
Option or to the MVA Fixed Account Option. You must transfer any portion of your
Contract Value that is allocated to the Standard Fixed Account Option or to the
MVA Fixed Account Option to the Variable Sub-accounts prior to adding the
Accumulation Benefit Option to your Contract. Transfers from the MVA Fixed
Account Option may be subject to a Market Value Adjustment. You may allocate any
portion of your purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) to the DCA Fixed Account Option on the Rider Date,
provided the DCA Fixed Account Option is available with your Contract and in
your state. See the "Dollar Cost Averaging Fixed Account Option" section of this
prospectus for more information.

Any subsequent purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made to your Contract will be allocated to the
Variable Sub-accounts according to the percentage allocations for your Model
Portfolio Option, unless you request that the purchase payment (and Credit
Enhancement for CONSULTANT SOLUTIONS PLUS CONTRACTS) be allocated to the DCA
Fixed Account Option. Purchase payments allocated to the DCA Fixed Account
Option must be $500 or more. Any withdrawals you request will reduce each of the
investment alternatives on a pro rata basis in the proportion that your value in
each bears to your total value in all Variable Sub-accounts, unless you request
otherwise.

Each calendar quarter, we will use the Automatic Portfolio Rebalancing Program
to automatically rebalance your Contract Value in each Variable Sub-account and
return it to the percentage allocations for your Model Portfolio Option, using
the percentage allocations as of your most recent instructions.

MODEL PORTFOLIO OPTIONS 1 AND 2.

If you choose Model Portfolio Option 1 under Guarantee Option 1 or Model
Portfolio Option 2 under Guarantee Option 2, you must allocate a certain
percentage of your Contract Value into each of four asset categories. You may
choose the Variable Sub-accounts in which you want to invest, provided you
maintain the percentage allocation requirements for each category. You may also
make transfers among the Variable Sub-accounts within each category at any time,
provided you maintain the percentage allocation requirements for each category.
However, each transfer you make will count against the 12 transfers you can
make each Contract Year without paying a transfer fee.

The following table describes the percentage allocation requirements for Model
Portfolio Options 1 and 2 and Variable Sub-accounts available under each
category:

MODEL PORTFOLIO OPTION 1 MODEL PORTFOLIO OPTION 2
- ------------------------------------------------------------------------------------------------------------

20% Category A 10% Category A
50% Category B 20% Category B
30% Category C 50% Category C
0% Category D 20% Category D
- ------------------------------------------------------------------------------------------------------------
CATEGORY A CATEGORY D
PIMCO MONEY MARKET PORTFOLIO Fidelity VIP Overseas Portfolio
Janus Aspen Series International
CATEGORY B Value Portfolio
Fidelity VIP Investment Grade Bond Portfolio Oppenheimer Global Securities
PIMCO Foreign Bond Portfolio Fund/VA
PIMCO Real Return Portfolio AIM V.I. Premier Equity Fund
PIMCO Total Return Portfolio Alger American Growth Portfolio
"Van Kampen LIT Govermnemt Portfolio Fidelity VIP Growth Portfolio
MFS High Income Series T. Rowe Price Blue Chip Growth
Salomon Brothers Variable High Yield Fund Portfolio
"Van Kampen UIF U.S. Real Estate Portfolio "Van Kampen UIF Equity Growth
Portfolio
CATEGORY C AIM V.I. Capital Appreciation Fund
Fidelity VIP Asset Manager/SM/ Portfolio Alger American MidCap Growth
Janus Aspen Series Balanced Portfolio Portfolio
LSA Balanced Fund Janus Aspen Series Capital
MFS Total Return Series Appreciation Portfolio
Janus Aspen Series Risk-Managed Large Cap Core Portfolio MFS Investors Growth Stock Series
AIM V.I. Basic Value Fund "Van Kampen LIT Aggressive Growth
Fidelity VIP Equity-Income Portfolio Portfolio
MFS Investors Trust Series Alger American Leveraged AllCap
MFS Value Series Portfolio
PEA Renaissance Portfolio Fidelity VIP ContrafundR Portfolio
Salomon Brothers Variable Investors Fund Salomon Brothers Variable All Cap
T. Rowe Price Equity Income Portfolio Fund
Van Kampen LIT Growth and Income Portfolio MFS New Discovery Series
AIM V.I. Mid Cap Core Equity Fund NFJ Small Cap Value Portfolio
Janus Aspen Series Mid Cap Value Portfolio Oppenheimer Main Street Small Cap
Van Eck Worldwide Absolute Return Fund Fund/VA
AIM V.I. Dent Demographic Trends
Fund
PEA Science and Technology Portfolio
Rydex Sector Rotation Fund
Van Eck Worldwide Emerging Markets
Fund
Van Eck Worldwide Hard Assets Fund
- ------------------------------------------------------------------------------------------------------------

CANCELLATION OF THE ACCUMULATION BENEFIT OPTION.

24 PROSPECTUS

You may not cancel the Accumulation Benefit Option or make transfers, changes to
your investment allocations, or changes to the Automatic Portfolio Rebalancing
Program that are inconsistent with the investment restrictions applicable to
your Guarantee Option prior to the 5th Rider Anniversary.

On or after the 5th Rider Anniversary, we will cancel the Accumulation Benefit
Option if you make transfers, changes to your investment allocations, or changes
to the Automatic Portfolio Rebalancing Program that are inconsistent with the
investment restrictions applicable to your Guarantee Option. We will not cancel
the Accumulation Benefit Option or make any changes to your investment
allocations or to the Automatic Portfolio Rebalancing Program that are
inconsistent with the investment restrictions applicable to your Guarantee
Option until we receive notice from you that you wish to cancel the Accumulation
Benefit Option. No Accumulation Benefit will be paid if you cancel the Option
prior to the Rider Maturity Date.

DEATH OF OWNER OR ANNUITANT.

If the Contract Owner dies before the Rider Maturity Date and the Contract is
continued under Option D of the Death of Owner provision of your Contract, then
the Accumulation Benefit Option will continue, unless the new Contract Owner
elects to cancel this Option. If the Accumulation Benefit Option is continued,
it will remain in effect until terminated. If the Contract is not continued
under Option D, then the Accumulation Benefit Option will terminate on the date
we receive a Complete Request for Settlement of the Death Proceeds.

If an Annuitant dies before the Payout Start Date, and the Contract is continued
under Category 1 of the Death of Annuitant provision of the Contract, the
Accumulation Benefit Option will remain in effect until terminated. If the
Contract is not continued under Category 1, then the Accumulation Benefit Option
will terminate on the date we receive a complete request for settlement of the
Death Proceeds.

RIDER TRADE-IN OPTION.

We offer a "Rider Trade-In Option" that allows you to cancel your Accumulation
Benefit Option and immediately add a new Accumulation Benefit Option ("NEW
OPTION"), provided all of the following conditions are met:

.. The trade-in must occur on or after the 5th Rider Anniversary and prior to the
Rider Maturity Date.

.. The New Option will be made a part of your Contract on the date the existing
Accumulation Benefit Option is cancelled, provided it is cancelled for reasons
other than the termination of your Contract.

.. The New Option must be a Accumulation Benefit Option that we make available
for use with the Rider Trade-In Option.

.. The issue requirements and terms and conditions of the New Option must be met
as of the date the New Option is made a part of your Contract.

For example, if you trade-in your Accumulation Benefit Option:

.. the new Rider Fee will be based on the Rider Fee percentage applicable to a
new Accumulation Benefit Option at the time of trade-in;

.. the Benefit Base for the New Option will be based on the Contract Value as of
the new Rider Date;

.. the AB Factor will be determined by the Rider Periods and Guarantee Options
available with the New Option;

.. the Model Portfolio Options will be determined by the Model Portfolio Options
offered with the Guarantee Options available with the New Option;

.. any waiting period for canceling the New Option will start again on the new
Rider Date;

.. any waiting period for exercising the Rider Trade-In Option will start again
on the new Rider Date; and

.. the terms and conditions of the Rider Trade-In Option will be according to the
requirements of the New Option.

You should consult with your sales representative before trading in your
Accumulation Benefit Option.

TERMINATION OF THE ACCUMULATION BENEFIT OPTION.

The Accumulation Benefit Option will terminate on the earliest of the following
to occur:

.. on the Rider Maturity Date;

.. on the Payout Start Date;

.. on the date your Contract is terminated;

.. on the date the Option is cancelled;

.. on the date we receive a Complete Request for Settlement of the Death
Proceeds; or

.. on the date the Option is replaced with a New Option under the Rider Trade-In
Option.

We will not pay an Accumulation Benefit if the Accumulation Benefit Option is
terminated for any reason prior to the Rider Maturity Date.

25 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- --------------------------------------------------------------------------------

You may allocate your purchase payments to up to 49 Variable Sub-accounts. Each
Variable Sub-account invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

For more complete information about each Portfolio, including expenses and risks
associated with each Portfolio, please refer to the accompanying prospectuses
for the Funds. You should carefully review the Fund prospectuses before
allocating amounts to the Variable Sub-accounts.

Portfolio Investment Objective Investment Adviser
- -------------------------------------------------------------------------------

AIM VARIABLE INSURANCE FUNDS
- -------------------------------------------------------------------------------
AIM V.I. Basic Value Long-term growth of capital
Fund - Series II
- -------------------------------------------------------
AIM V.I. Capital Growth of capital
Appreciation Fund -
Series II
- ------------------------------------------------------- A I M ADVISORS, INC.
AIM V.I. Dent Long-term growth of capital
Demographic Trends
Fund - Series II
- -------------------------------------------------------
AIM V.I. Mid Cap Core Long-term growth of capital
Equity Fund - Series
II
- -------------------------------------------------------
AIM V.I. Premier Long-term growth of capital
Equity Fund - Series with income as a secondary
II objective.
- -------------------------------------------------------------------------------
THE ALGER AMERICAN FUND
- -------------------------------------------------------------------------------
Alger American Growth Long-term capital
Portfolio - Class S appreciation
- -------------------------------------------------------FRED ALGER MANAGEMENT,
Alger American Long-term capital INC.
Leveraged AllCap appreciation
Portfolio - Class S
- -------------------------------------------------------
Alger American MidCap Long-term capital
Growth Portfolio - appreciation
Class S
- -------------------------------------------------------------------------------
FIDELITY(R) VARIABLE INSURANCE PRODUCTS
- -------------------------------------------------------------------------------
Fidelity VIP Asset High total return with
ManagerSM Portfolio - reduced risk over the long
Service Class 2 term by allocating its
assets among stocks, bonds,
and short-term instruments
- -------------------------------------------------------
Fidelity VIP Long-term capital
ContrafundR Portfolio appreciation
- Service Class 2
- -------------------------------------------------------FIDELITY MANAGEMENT &
Fidelity VIP Reasonable income RESEARCH COMPANY
Equity-Income
Portfolio - Service
Class 2
- -------------------------------------------------------
Fidelity VIP Growth Capital appreciation
Portfolio - Service
Class 2
- -------------------------------------------------------
Fidelity VIP As high a level of current
Investment Grade Bond income as is consistent with
Portfolio - Service the preservation of capital
Class 2
- -------------------------------------------------------
Fidelity VIP Overseas Long-term growth of capital
Portfolio - Service
Class 2
- -------------------------------------------------------------------------------
JANUS ASPEN SERIES
- -------------------------------------------------------------------------------
Janus Aspen Series Long-term capital growth
Balanced Portfolio: consistent with preservation
Service Shares of capital and balanced by
current income
- -------------------------------------------------------
Janus Aspen Series Long-term growth of capital
Capital Appreciation
Portfolio:Service
Shares
- -------------------------------------------------------JANUS CAPITAL MANAGEMENT
Janus Aspen Series Long-term growth of capital LLC
International Value
Portfolio: Service
Shares
- -------------------------------------------------------
Janus Aspen Series Mid Capital appreciation
Cap Value
Portfolio:Service
Shares
- -------------------------------------------------------
Janus Aspen Series Long-term growth of capital
Risk-Managed Large
Cap Core
Portfolio:Service
Shares
- -------------------------------------------------------------------------------
LSA VARIABLE SERIES TRUST
- -------------------------------------------------------------------------------
LSA Balanced Fund Seeks growth of capital, with
investment income as a LSA ASSET MANAGEMENT LLC
secondary objective, by
investing in a mix of equity
and debt securities.
- -------------------------------------------------------------------------------
MFS(R) VARIABLE INSURANCE TRUST/SM/
- -------------------------------------------------------------------------------
MFS High Income Series High current income by
- Service Class investing primarily in a
professionally managed
diversified portfolio of
fixed income securities,
some of which may involve
equity features
- -------------------------------------------------------
MFS Investors Growth Long-term growth of capital
Stock Series - and future income rather
Service Class than current income
- -------------------------------------------------------
MFS Investors Trust Long-term growth of capital MFS(TM) INVESTMENT
Series - Service and secondarily to provide MANAGEMENT
Class reasonable current income
- -------------------------------------------------------
MFS New Discovery Capital appreciation
Series - Service
Class
- -------------------------------------------------------
MFS Total Return Above average income
Series - Service (compared to a portfolio
Class invested entirely in equity
securities) consistent with
the prudent employment of
capital and secondarily to
provide a reasonable
opportunity for growth of
capital and income.
- -------------------------------------------------------
MFS Value Series - Capital appreciation and
Service Class reasonable income
- -------------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNT FUNDS
- -------------------------------------------------------------------------------
Oppenheimer Global Long-term capital
Securities Fund/VA - appreciation
Service Shares OPPENHEIMERFUNDS, INC.
- -------------------------------------------------------
Oppenheimer Main Capital appreciation
Street Small Cap
Fund/ VA - Service
Shares
- -------------------------------------------------------------------------------
PIMCO ADVISORS VIT (FORMERLY OCC ACCUMULATION TRUST)
- -------------------------------------------------------------------------------
NFJ Small Cap Value Long-term capital
Portfolio appreciation
- -------------------------------------------------------OPCAP ADVISORS LLC
PEA Renaissance Long-term capital
Portfolio appreciation and income
- -------------------------------------------------------
PEA Science and Capital appreciation
Technology Portfolio
- -------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST
- -------------------------------------------------------------------------------
PIMCO Foreign Bond Maximum total return,
Portfolio - consistent with preservation
Administrative Shares of capital and prudent
investment management
- -------------------------------------------------------
PIMCO Money Market Maximum current income,
Portfolio - consistent with preservation PACIFIC INVESTMENT
Administrative Shares of capital and daily MANAGEMENT COMPANY LLC
liquidity
- -------------------------------------------------------
PIMCO Real Return Maximum real return,
Portfolio - consistent with preservation
Administrative Shares of real capital and prudent
investment management
- -------------------------------------------------------
PIMCO Total Return Maximum total return,
Portfolio - consistent with preservation
Administrative Shares of capital and prudent
investment management
- -------------------------------------------------------------------------------
RYDEX VARIABLE TRUST
- -------------------------------------------------------------------------------
Rydex Sector Rotation Long-term capital RYDEX GLOBAL ADVISORS
Fund appreciation
- -------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS INC
- -------------------------------------------------------------------------------
Salomon Brothers Capital appreciation
Variable All Cap Fund
- Class II
- -------------------------------------------------------SALOMON BROTHERS ASSET
Salomon Brothers Maximum total return, MANAGEMENT, INC.
Variable High Yield consistent with preservation
Fund - Class II of capital
- -------------------------------------------------------
Salomon Brothers Long-term growth of capital
Variable Investors with current income as a
Fund - Class II secondary objective
- -------------------------------------------------------------------------------
T. ROWE PRICE EQUITY SERIES, INC.
- -------------------------------------------------------------------------------
T. Rowe Price Equity Substantial dividend income
Income Portfolio - II and long-term capital growth T. ROWE PRICE ASSOCIATE,
- -------------------------------------------------------INC.
T. Rowe Price Blue Long-term capital growth
Chip Growth Portfolio
- II
- -------------------------------------------------------------------------------
VAN ECK WORLDWIDE INSURANCE TRUST
- -------------------------------------------------------------------------------
Van Eck Worldwide Long-term capital
Emerging Markets Fund appreciation
- -------------------------------------------------------
Van Eck Worldwide Consistent absolute VAN ECK ASSOCIATES
Absolute Return Fund (positive) returns in CORPORATION
various market cycles
- -------------------------------------------------------
Van Eck Worldwide Hard Long-term capital
Assets Fund appreciation by investing
primarily in "hard asset
securities" with income an a
secondary consideration
- -------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST
- -------------------------------------------------------------------------------
Van Kampen LIT Capital Growth
Aggressive Growth
Portfolio, Class II
- -------------------------------------------------------VAN KAMPEN ASSET
Van Kampen LIT High current return MANAGEMENT, INC
Government Portfolio, consistent with preservation
Class II of capital
- -------------------------------------------------------
Van Kampen LIT Growth Long-term growth of capital
and Income Portfolio, and income
Class II
- -------------------------------------------------------------------------------
Van Kampen UIF Equity Long-term capital
Growth Portfolio, appreciation
Class II VAN KAMPEN*
- -------------------------------------------------------
Van Kampen UIF U.S. Above average current income
Real Estate and long-term capital
Portfolio, Class II appreciation
- -------------------------------------------------------------------------------

27 PROSPECTUS

* Morgan Stanley Investment Management, Inc., the investment advisor to the Van
Kampen UIF Portfolios, does business in certain instances as Van Kampen.

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE
INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES.
SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

28 PROSPECTUS

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS
- --------------------------------------------------------------------------------

You may allocate all or a portion of your purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) to the FIXED ACCOUNT
OPTIONS. The Fixed Account Options we offer include the DOLLAR COST AVERAGING
FIXED ACCOUNT OPTION, the STANDARD FIXED ACCOUNT OPTION, and the MARKET VALUE
ADJUSTED FIXED ACCOUNT OPTION. We may offer additional Fixed Account Options in
the future. Some Options are not available in all states. In addition, Lincoln
Benefit may limit the availability of some Fixed Account Options. Please consult
with your representative for current information. The Fixed Account supports our
insurance and annuity obligations. The Fixed Account consists of our general
assets other than those in segregated asset accounts. We have sole discretion to
invest the assets of the Fixed Account, subject to applicable law. Any money you
allocate to the Fixed Account does not entitle you to share in the investment
experience of the Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTION
The Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") is
one of the investment alternatives that you can use to establish a Dollar Cost
Averaging Program, as described on page __.

This option allows you to allocate purchase payments (and Credit Enhancements
for CONSULTANT SOLUTIONS PLUS CONTRACTS) to the Fixed Account that will then
automatically be transferred, along with interest, in equal monthly installments
to the investment alternatives that you have selected. In the future, we may
offer other installment frequencies in our discretion. Each purchase payment
allocated to the DCA Fixed Account Option must be at least $500.

At the time you allocate a purchase payment to the DCA Fixed Account Option, you
must specify the term length over which the transfers are to take place. We use
the term "TRANSFER PERIOD ACCOUNT" to refer to each purchase payment allocation
made to the DCA Fixed Account Option for a specified term length. You establish
a new Transfer Period Account each time you allocate a purchase payment to the
DCA Fixed Account Option. We currently offer term lengths from which you may
select for your Transfer Period Account(s), ranging from 3 to 12 months. We may
modify or eliminate the term lengths we offer in the future.
Refer to Appendix A for more information.

Your purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
CONTRACTS) will earn interest while in the DCA Fixed Account Option at the
interest rate in effect at the time of the allocation, depending on the term
length chosen for the Transfer Period Account and the type of Contract you have.
The interest rates may also differ from those available for other Fixed Account
Options. In no event will the interest rate be less than 3% per year.

You must transfer all of your money, plus accumulated interest, out of a
Transfer Period Account to other investment alternatives in equal monthly
installments during the term of the Transfer Period Account. We reserve the
right to restrict the investment alternatives available for transfers from any
Transfer Period Account. The first transfer will occur on the 25th day after you
establish a Transfer Period Account and monthly thereafter. If we do not receive
an allocation instruction from you when we receive the purchase payment, we will
transfer each installment to the money market Variable Sub-account until we
receive a different allocation instruction. At the expiration of a Transfer
Period Account any remaining amounts in the Transfer Period Account will be
transferred to the money market Variable Sub-account unless you request a
different investment alternative. Transferring Contract Value to the money
market Variable Sub-account in this manner may not be consistent with the theory
of dollar cost averaging described on page __.

If you discontinue the DCA Fixed Account Option before the expiration of a
Transfer Period Account, we will transfer any remaining amount in the Transfer
Period Account to the money market Variable Sub-account unless you request a
different investment alternative.

If you have an Accumulation Benefit Rider, at the expiration of a Transfer
Period Account or if you discontinue the DCA Fixed Account Option any amounts
remaining in the Transfer Period Account will be transferred according to a
Model Portfolio Option available with the Guarantee Option you selected.

You may not transfer money into the DCA Fixed Account Option or add to an
existing Transfer Period Account. You may not use the Automatic Additions
Program to allocate purchase payments to the DCA Fixed Account Option.

The DCA Fixed Account Option currently is not available if you have selected the
CONSULTANT SOLUTIONS SELECT CONTRACT.

The DCA Fixed Account Option may not be available in your state. Please check
with your representative for availability.

STANDARD FIXED ACCOUNT OPTION
If you have selected the CONSULTANT SOLUTIONS CLASSIC CONTRACT, you may allocate
purchase payments or transfer amounts into the Standard Fixed Account Option.
Each such allocation establishes a "GUARANTEE PERIOD ACCOUNT" within the
Standard Fixed Account Option ("Standard Fixed Guarantee Period Account"), which
is defined by the date of the allocation. You may not allocate a purchase
payment or transfer to any

29 PROSPECTUS

existing Guarantee Period Account. Each purchase payment or transfer allocated
to a Standard Fixed Guarantee Period Account must be at least $500.

The Standard Fixed Account Option is not available in all states.

At the time you allocate a purchase payment or transfer amount to the Standard
Fixed Account Option, you must select the Guarantee Period for that allocation
from among the available Standard Fixed Guarantee Periods. We currently offer
Standard Fixed Guarantee Periods of 1 year in length for CONSULTANT SOLUTIONS
CLASSIC. For CONSULTANT SOLUTIONS PLUS, SELECT and ELITE CONTRACTS, we currently
are not offering the Standard Fixed Account Option. Refer to Appendix A for more
information. We may offer other Guarantee Periods in the future. If you allocate
a purchase payment to the Standard Fixed Account Option, but do not select a
Standard Fixed Guarantee Period for the new Standard Fixed Guarantee Period
Account, we will allocate the purchase payment or transfer to a new Standard
Fixed Guarantee Period Account with the same Standard Fixed Guarantee Period as
the Standard Fixed Guarantee Period Account of your most recent purchase payment
or transfer. If we no longer offer that Standard Fixed Guarantee Period, then we
will allocate the purchase payment or transfer to a new Standard Fixed Guarantee
Period Account with the next shortest term currently offered. If you have not
made a prior allocation to a Guarantee Period Account, then we will allocate the
purchase payment or transfer to a new Standard Fixed Guarantee Period Account of
the shortest Standard Fixed Guarantee Period we are offering at that time.

Some Standard Fixed Guarantee Periods are not available in all states. Please
check with your representative for availability.

The amount you allocate to a Standard Fixed Guarantee Period Account will earn
interest at the interest rate in effect for that Standard Fixed Guarantee Period
at the time of the allocation. Interest rates may differ depending on the type
of Contract you have and may also differ from those available for other Fixed
Account Options. In no event will the interest rate be less than 3% per year.

In any Contract Year, the combined amount of withdrawals and transfers from a
Standard Fixed Guarantee Period Account may not exceed 30% of the amount used to
establish that Standard Fixed Guarantee Period Account. This limitation is
waived if you withdraw your entire Contract Value. It is also waived for amounts
in a Standard Fixed Guarantee Period Account during the 30 days following its
renewal date ("30-DAY WINDOW"), described below, and for a single withdrawal
made by your surviving spouse within one year of continuing the Contract after
your death.

Amounts under the 30% limit that are not withdrawn in a Contract Year do not
carry over to subsequent Contract Years.

At the end of a Standard Fixed Guarantee Period and each year thereafter, we
will declare a renewal interest rate that will be guaranteed for 1 year.
Subsequent renewal dates will be on the anniversaries of the first renewal
date. Prior to a renewal date, we will send you a notice that will outline the
options available to you. During the 30-Day Window following the expiration of a
Standard Fixed Guarantee Period Account, the 30% limit for transfers and
withdrawals from that Guarantee Period Account is waived and you may elect to:

.. transfer all or part of the money from the Standard Fixed Guarantee Period
Account to establish a new Guarantee Period Account within the Standard Fixed
Account Option; or

.. transfer all or part of the money from the Standard Fixed Guarantee Period
Account to other investment alternatives available at the time; or

.. withdraw all or part of the money from the Standard Fixed Guarantee Period
Account. Withdrawal charges and taxes may apply.

Withdrawals taken to satisfy IRS minimum distribution rules will count against
the 30% limit. The 30% limit will be waived for a Contract Year to the extent
that:

.. you have already exceeded the 30% limit and you must still make a withdrawal
during that Contract Year to satisfy IRS minimum distribution rules; or

.. you have not yet exceeded the 30% limit but you must make a withdrawal during
that Contract Year to satisfy IRS minimum distribution rules, and such
withdrawal will put you over the 30% limit.

The money in the Standard Fixed Guarantee Period Account will earn interest at
the declared renewal rate from the renewal date until the date we receive
notification of your election. If we receive notification of your election to
make a transfer or withdrawal from a renewing Standard Fixed Guarantee Period
Account on or before the renewal date, the transfer or withdrawal will be deemed
to have occurred on the renewal date. If we receive notification of your
election to make a transfer or withdrawal from the renewing Standard Fixed
Guarantee Period Account after the renewal date, but before the expiration of
the 30-Day Window, the transfer or withdrawal will be deemed to have occurred on
the day we receive such notice. Any remaining balance not withdrawn or
transferred from the renewing Standard Fixed Guarantee Period Account will
continue to earn interest until the next renewal date at the declared renewal
rate. If we do not receive notification from you within the 30-Day Window, we
will assume that you have elected to renew the Standard Fixed Guarantee Period
Account and the amount in the renewing Standard Fixed Guarantee Period Account
will continue to earn interest at the declared renewal rate until the next
renewal date, and will be subject to all restrictions of the Standard Fixed
Account Option.

30 PROSPECTUS

The Standard Fixed Account Option currently is available only with the
CONSULTANT SOLUTIONS CLASSIC CONTRACT.

MARKET VALUE ADJUSTED FIXED ACCOUNT OPTION
You may allocate purchase payments or transfer amounts into the Market Value
Adjusted Fixed Account Option. Each such allocation establishes a Guarantee
Period Account within the Market Value Adjusted Fixed Account Option ("Market
Value Adjusted Fixed Guarantee Period Account"), which is defined by the date of
the allocation and the length of the initial interest rate guarantee period
("MARKET VALUE ADJUSTED FIXED GUARANTEE PERIOD"). You may not allocate a
purchase payment or transfer to any existing Guarantee Period Account. Each
purchase payment or transfer allocated to a Market Value Adjusted Fixed
Guarantee Period Account must be at least $500.

At the time you allocate a purchase payment or transfer amount to the Market
Value Adjusted Fixed Account Option, you must select the Guarantee Period for
that allocation from among the Guarantee Periods available for the Market Value
Adjusted Fixed Account Option. We currently offer Market Value Adjusted Fixed
Guarantee Periods of 1, 3, 5, 7, and 10 years. Refer to Appendix A for more
information. We may offer other Guarantee Periods in the future. If you allocate
a purchase payment to the Market Value Adjusted Fixed Account Option, but do not
select a Market Value Adjusted Fixed Guarantee Period for the new Market Value
Adjusted Fixed Guarantee Period Account, we will allocate the purchase payment
or transfer to a new Market Value Adjusted Fixed Guarantee Period Account with
the same Market Value Adjusted Fixed Guarantee Period as the Market Value
Adjusted Fixed Guarantee Period Account of your most recent purchase payment or
transfer. If we no longer offer that Market Value Adjusted Fixed Guarantee
Period, then we will allocate the purchase payment or transfer to a new Market
Value Adjusted Fixed Guarantee Period Account with the next shortest term
currently offered. If you have not made a prior allocation to a Market Value
Adjusted Fixed Guarantee Period Account, then we will allocate the purchase
payment or transfer to a new Market Value Adjusted Fixed Guarantee Period
Account of the shortest Market Value Adjusted Fixed Guarantee Period we are
offering at that time. The Market Value Adjusted Fixed Account Option is not
available in all states. Please check with your representative for availability.

The amount you allocate to a Market Value Adjusted Fixed Guarantee Period
Account will earn interest at the interest rate in effect for that Market Value
Adjusted Fixed Guarantee Period at the time of the allocation. Interest rates
may differ depending on the type of Contract you have and may also differ from
those available for other Fixed Account Options.

Withdrawals and transfers from a Market Value Adjusted Fixed Guarantee Period
Account may be subject to a Market Value Adjustment. A Market Value Adjustment
may also apply to amounts in the Market Value Adjusted Fixed Account Option if
we pay Death Proceeds or if the Payout Start Date begins on a day other than
during the 30-day period after such Market Value Adjusted Fixed Guarantee Period
Account expires ("30-Day MVA Window"). We will not make a Market Value
Adjustment if you make a transfer or withdrawal during the 30-Day MVA Window.

We apply a Market Value Adjustment to reflect changes in interest rates from the
time you first allocate money to a Market Value Adjusted Fixed Guarantee Period
Account to the time the money is taken out of that Market Value Adjusted Fixed
Guarantee Period Account under the circumstances described above. We use the
U.S. Treasury Note Constant Maturity Yields as reported in Federal Reserve
Bulletin H.15 ("Treasury Rate") to calculate the Market Value Adjustment. We do
so by comparing the Treasury Rate for a maturity equal to the Market Value
Adjusted Fixed Guarantee Period at the time the Market Value Adjusted Fixed
Guarantee Period Account is established with the Treasury Rate for the same
maturity at the time the money is taken from the Market Value Adjusted Fixed
Guarantee Period Account.

The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates have increased since the establishment of a
Market Value Adjusted Fixed Guarantee Period Account, the Market Value
Adjustment, together with any applicable withdrawal charges, premium taxes, and
income tax withholdings could reduce the amount you receive upon full withdrawal
from a Market Value Adjusted Fixed Guarantee Period Account to an amount less
than the purchase payment used to establish that Market Value Adjusted Fixed
Guarantee Period Account.

Generally, if at the time you establish a Market Value Adjusted Fixed Guarantee
Period Account, the Treasury Rate for a maturity equal to that Market Value
Adjusted Fixed Guarantee Period is higher than the applicable Treasury Rate at
the time money is to be taken from the Market Value Adjusted Fixed Guarantee
Period Account, the Market Value Adjustment will be positive. Conversely, if at
the time you establish a Market Value Adjusted Fixed Guarantee Period Account,
the applicable Treasury Rate is lower than the applicable Treasury Rate at the
time the money is to be taken from the Market Value Adjusted Fixed Guarantee
Period Account, the Market Value Adjustment will be negative.

For example, assume that you purchase a Contract and allocate part of the
initial purchase payment (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS
CONTRACTS) to the Market Value Adjusted Fixed Account Option to establish a
5-year Market Value Adjusted Fixed Guarantee Period Account. Assume that the
5-year Treasury Rate at that time is 4.50%. Next, assume that at the end of the
3rd year, you withdraw money from the

31 PROSPECTUS

Market Value Adjusted Fixed Guarantee Period Account. If, at that time, the
5-year Treasury Rate is 4.20%, then the Market Value Adjustment will be
positive. Conversely, if the 5-year Treasury Rate at that time is 4.80%, then
the Market Value Adjustment will be negative.

The formula used to calculate the Market Value Adjustment and numerical examples
illustrating its application are shown in Appendix B of this prospectus.

At the end of a Market Value Adjusted Fixed Guarantee Period, the Market Value
Adjusted Fixed Guarantee Period Account expires and we will automatically
transfer the money from such Guarantee Period Account to establish a new Market
Value Adjusted Fixed Guarantee Period Account with the same Market Value
Adjusted Fixed Guarantee Period, unless you notify us otherwise. The new Market
Value Adjusted Fixed Guarantee Period Account will be established as of the day
immediately following the expiration date of the expiring Market Value Adjusted
Guarantee Period Account ("New Account Start Date.") If the Market Value
Adjusted Fixed Guarantee Period is no longer being offered, we will establish a
new Market Value Adjusted Fixed Guarantee Period Account with the next shortest
Market Value Adjusted Fixed Guarantee Period available. Prior to the expiration
date, we will send you a notice, which will outline the options available to
you. During the 30-Day MVA Window a Market Value Adjustment will not be applied
to transfers and withdrawals from the expiring Market Value Adjusted Fixed
Guarantee Period Account and you may elect to:

.. transfer all or part of the money from the Market Value Adjusted Fixed
Guarantee Period Account to establish a new Guarantee Period Account within
the Market Value Adjusted Fixed Account Option; or

.. transfer all or part of the money from the Market Value Adjusted Fixed
Guarantee Period Account to other investment alternatives available at the
time; or

.. withdraw all or part of the money from the Market Value Adjusted Fixed
Guarantee Period Account. Withdrawal charges and taxes may apply.

The money in the Market Value Adjusted Fixed Guarantee Period Account will earn
interest at the interest rate declared for the new Market Value Adjusted Fixed
Guarantee Period Account from the New Account Start Date until the date we
receive notification of your election. If we receive notification of your
election to make a transfer or withdrawal from an expiring Market Value Adjusted
Fixed Guarantee Period Account on or before the New Account Start Date, the
transfer or withdrawal will be deemed to have occurred on the New Account Start
Date. If we receive notification of your election to make a transfer or
withdrawal from the expiring Market Value Adjusted Fixed Guarantee Period
Account after the New Account Start Date, but before the expiration of the
30-Day MVA Window, the transfer or withdrawal will be deemed to have occurred on
the day we receive such notice. Any remaining balance not withdrawn or
transferred will earn interest for the term of the new Market Value Adjusted
Fixed Guarantee Period Account, at the interest rate declared for such Account.
If we do not receive notification from you within the 30-Day Window, we will
assume that you have elected to transfer the amount in the expiring Market Value
Adjusted Fixed Guarantee Period Account to establish a new Market Value Adjusted
Fixed Guarantee Period Account with the same Market Value Adjusted Fixed
Guarantee Period, and the amount in the new Market Value Adjusted Fixed
Guarantee Period Account will continue to earn interest at the interest rate
declared for the new Market Value Adjusted Fixed Guarantee Period Account, and
will be subject to all restrictions of the Market Value Adjusted Fixed Account
Option. If we no longer offer that Market Value Adjusted Fixed Guarantee Period,
the Market Value Adjusted Fixed Guarantee Period for the new Market Value
Adjusted Fixed Guarantee Period Account will be the next shortest term length we
offer for the Market Value Adjusted Fixed Account Option at that time, and the
interest rate will be the rate declared by us at that time for such term.

INVESTMENT ALTERNATIVES: TRANSFERS
- --------------------------------------------------------------------------------

TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. You may not transfer Contract Value to the Dollar Cost
Averaging Fixed Account Option. You may request transfers in writing on a form
that we provided or by telephone according to the procedure described below.

You may make up to 12 transfers per Contract Year without charge. Currently, a
transfer fee equal to 1.00% of the amount transferred applies to each transfer
after the 12th transfer in any Contract Year. This fee may be changed, but in no
event will it exceed 2.00% of the amount transferred. In any event, the transfer
fee will never be greater than $25.

The minimum amount that you may transfer from the Standard Fixed Account Option,
Market Value Adjusted Fixed Account Option or a Variable Sub-account is $100 or
the total remaining balance in the Standard Fixed Account Option, Market Value
Adjusted Fixed Account Option or the Variable Sub-account, if less. These
limitations do not apply to the DCA Fixed Account Option. The total amount that
you may transfer or withdraw from a Standard Fixed Guarantee Period Account in a
Contract Year is 30% of the amount used to establish that Guarantee Period
Account. See "Standard

32 PROSPECTUS

Fixed Account Option". The minimum amount that can be transferred to the
Standard Fixed Account Option and the Market Value Adjusted Fixed Account Option
is $500.

For CONSULTANT SOLUTIONS SELECT CONTRACTS, the maximum amount that may be
allocated during any single day to any international fund by telephone, fax,
Internet, overnight or express mail services, same day messenger, or in person
is $25,000. All trades exceeding this daily limit must be made by first class US
Mail. The funds currently affected by this restriction are:

Fidelity VIP Overseas Portfolio
Janus Aspen Series International Value Portfolio
Oppenheimer Global Securities Fund
Van Eck Worldwide Emerging Markets Fund
PIMCO Foreign Bond Portfolio
- -----------------------------------------------------------

We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account Options for up to 6 months from the date
we receive your request. If we decide to postpone transfers from any Fixed
Account Option for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date we receive the
transfer request to the date we make the transfer.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE
During the Payout Phase, you may make transfers among the Variable Sub-accounts
so as to change the relative weighting of the Variable Sub-accounts on which
your variable income payments will be based. You may make up to 12 transfers per
Contract Year. You may not convert any portion of your fixed income payments
into variable income payments. You may not make transfers among Income Plans.
You may make transfers from the variable income payments to the fixed income
payments to increase the proportion of your income payments consisting of fixed
income payments, unless you have selected the Income Protection Benefit Option.

TELEPHONE OR ELECTRONIC TRANSFERS
You may make transfers by telephone by calling 1-800-865-5237. The cut off time
for telephone transfer requests is 3:00 p.m. Central time. In the event that the
New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in
the event that the Exchange closes early for a period of time but then reopens
for trading on the same day, we will process telephone transfer requests as of
the close of the Exchange on that particular day. We will not accept telephone
requests received from you at any telephone number other than the number that
appears in this paragraph or received after the close of trading on the
Exchange. If you own the Contract with a joint Contract Owner, unless we receive
contrary instructions, we will accept instructions from either you or the other
Contract Owner.

We may suspend, modify or terminate the telephone transfer privilege, as well as
any other electronic or automated means we previously approved, at any time
without notice.

We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.

MARKET TIMING & EXCESSIVE TRADING

The Contracts are intended for long-term investment. Frequent trading in
response to short-term fluctuations in the market can disrupt management of a
Portfolio and raise its expenses, which can impair Portfolio performance.
Lincoln Benefit's policy is not to knowingly accept any money intended for the
purpose of market timing. Lincoln Benefit does not market the Contracts to
persons for the purpose of their engaging in market timing activity.

Lincoln Benefit defines market timing activity to be the movement in and out of
a sub-account in a short period of time designed to take advantage of short-term
market fluctuations based upon expected increases in sub-account unit values.
Lincoln Benefit defines excessive trading activity as purchase and sale
transactions of a Contract Owner that occur with such frequency and/or such size
as to materially affect the Portfolio's ability to meet its investment
objective, in the judgment of Lincoln Benefit or the Portfolio.

Service center personnel seek to detect and report market timing or excessive
trading transfer activity through monitoring and review of trading activities.
Portfolios may also report suspected market-timing or excessive trading transfer
activity. However, not all market timing or excessive trading transfer activity
can be prevented, as it may not be possible to identify it unless and until a
trading pattern is established. If we identify suspected market-timing or
excessive trading activity, we will make further inquiry and take corrective
action as appropriate. Corrective action may include, but is not limited to,
refusing transfer requests, or suspending, modifying or terminating any
telephone, automated or electronic transfer privileges.

TRADING LIMITATIONS
We reserve the right to limit transfers among the investment alternatives in any
Contract Year, or to refuse any transfer request, if:

.. we believe, in our sole discretion, that certain trading practices, such as
excessive trading or market timing ("Prohibited Trading Practices"), by, or on
behalf of, one or more Contract Owners, or a specific transfer request or
group of transfer requests, may have a detrimental effect on the Accumulation
Unit Values of any Variable Sub-account or on the share prices of the
corresponding Portfolio or otherwise would be to the disadvantage of other
Contract Owners; or

.. we are informed by one or more of the Portfolios that they intend to restrict
the purchase, exchange, or redemption of Portfolio shares because of
Prohibited Trading Practices or because they believe that a specific transfer
or group of transfers would have a detrimental effect on the prices of
Portfolio shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

SHORT TERM TRADING FEES
We reserve the right to assess short-term trading fees in connection with
transfers from Variable Sub-accounts that occur within a certain number of days
following the date of allocation to the Variable Sub-accounts. Such fees may
vary by Variable Sub-account, but will only apply to those Variable Sub-accounts
corresponding to underlying mutual funds that assess such fees.

DOLLAR COST AVERAGING PROGRAM
Through our Dollar Cost Averaging Program, you may automatically transfer a
fixed dollar amount on a regular basis from any Variable Sub-account or any
Fixed Account Option to any of the other Variable Sub-accounts. You may not use
the Dollar Cost Averaging Program to transfer amounts to the Fixed Account

33 PROSPECTUS

Options. This program is available only during the Accumulation Phase.

We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee.

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than the average of the unit prices on the same purchase dates. However,
participation in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market. Call or write us for instructions on how to enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-accounts, the
performance of each Sub-account may cause a shift in the percentage you
allocated to each Sub-account. If you select our AUTOMATIC PORTFOLIO REBALANCING
PROGRAM, we will automatically rebalance the Contract Value in each Variable
Sub-account and return it to the desired percentage allocations. Money you
allocate to the Fixed Account will not be included in the rebalancing.

We will rebalance your account quarterly, semi-annually, or annually. We will
measure these periods according to your instructions. We will transfer amounts
among the Variable Sub-accounts to achieve the percentage allocations you
specify. You can change your allocations at any time by contacting us in writing
or by telephone. The new allocation will be effective with the first rebalancing
that occurs after we receive your written or telephone request. We are not
responsible for rebalancing that occurs prior to receipt of proper notice of
your request.

Example:

Assume that you want your initial purchase payment split among 2 Variable
Sub-accounts. You want 40% to be in the PIMCO Foreign Bond Variable
Sub-account and 60% to be in the PEA Science & Technology Variable
Sub-account. Over the next 2 months the bond market does very well while the
stock market performs poorly. At the end of the first quarter, the PIMCO
Foreign Bond Variable Sub-account now represents 50% of your holdings because
of its increase in value. If you choose to have your holdings in a Contract or
Contracts rebalanced quarterly, on the first day of the next quarter we would
sell some of your units in the PIMCO Foreign Bond Variable Sub-account for the
appropriate Contract(s) and use the money to buy more units in the PEA Science
& Technology Variable Sub-account so that the percentage allocations would
again be 40% and 60% respectively.

The transfers made under the program do not count towards the 12 transfers you
can make without paying a transfer fee, and are not subject to a transfer fee.
Portfolio rebalancing is consistent with maintaining your allocation of
investments among market segments, although it is accomplished by reducing your
Contract Value allocated to the better performing segments.

EXPENSES
- --------------------------------------------------------------------------------

As a Contract Owner, you will bear, directly or indirectly, the charges and
expenses described below.

CONTRACT MAINTENANCE CHARGE
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$40 contract maintenance charge from your assets invested in the money market
Variable Sub-account ($30 if the Contract value is equal to or greater than
$2,000.) If there are insufficient assets in that Variable Sub-account, we will
deduct the balance of the charge proportionally from the other Variable
Sub-accounts. We also will deduct this charge if you withdraw your entire
Contract Value, unless your Contract qualifies for a waiver. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing and
collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
Values and income payments; and issuing reports to Contract Owners and
regulatory agencies. We cannot increase the charge. We will waive this charge
for a Contract Anniversary if, on that date:

.. your Contract Value is equal to or greater than $50,000; or

.. your entire Contract Value is allocated to the Fixed Account Options or, after
the Payout Start Date, if all income payments are fixed income payments.

We also reserve the right to waive this charge if you own more than one Contract
and the Contracts meet certain minimum dollar amount requirements. In addition,
we reserve the right to waive this charge for all Contracts.

ADMINISTRATIVE EXPENSE CHARGE
We currently deduct an administrative expense charge daily at an annual rate of
0.10% of the average daily net assets you have invested in the Variable
Sub-accounts. We intend this charge to cover actual administrative expenses that
exceed the revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given

34 PROSPECTUS

Contract and the amount of expenses that may be attributed to that Contract. We
assess this charge each day during the Accumulation Phase and the Payout Phase.
We may increase this charge for Contracts issued in the future, but in no event
will it exceed 0.25%. We guarantee that after your Contract is issued we will
not increase this charge for your Contract.

MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily from the net assets you have
invested in the Variable Sub-accounts. We assess mortality and expense risk
charges during the Accumulation and Payout Phases of the Contract, except as
noted below. The annual mortality and expense risk charge for the Contracts
without any optional benefit are as follows:

CONSULTANT SOLUTIONS CLASSIC 1.25%
- ---------------------------------------------------
CONSULTANT SOLUTIONS PLUS 1.45%
- ---------------------------------------------------
CONSULTANT SOLUTIONS ELITE 1.60%
- ---------------------------------------------------
CONSULTANT SOLUTIONS SELECT 1.70%
- ---------------------------------------------------

The mortality and expense risk charge is for all the insurance benefits
available with your Contract (including our guarantee of annuity rates and the
death benefits) and for assuming the risk (expense risk) that the current
charges will be sufficient in the future to cover the cost of administering the
Contract. The mortality and expense risk charge also helps pay for the cost of
the Credit Enhancement under the CONSULTANT SOLUTIONS PLUS CONTRACT. If the
charges under the Contract are not sufficient, then we will bear the loss. We
charge an additional amount for the optional benefits to compensate us for the
additional risk that we accept by providing these options.

You will pay additional mortality and expense risk charges if you add any
optional benefits to your Contract. The additional mortality and expense risk
charge you pay will depend upon which of the options you select:

.. MAV Death Benefit Option: The current mortality and expense risk charge for
this option is 0.20%. This charge may be increased, but will never exceed
0.50%. We guarantee that we will not increase the mortality and expense risk
charge for this option after you have added it to your Contract. We deduct the
charge for this option only during the Accumulation Phase.

.. Annual Increase Death Benefit Option: The current mortality and expense risk
charge for this option is 0.30%. This charge may be increased, but will never
exceed 0.50%. We guarantee that we will not increase the mortality and expense
risk charge for this option after you have added it to your Contract.
We deduct the charge for this option only during the Accumulation Phase.

.. Enhanced Earnings Death Benefit Option: The current mortality and expense risk
charge for this option is:

. 0.25% (maximum of 0.35%) if the oldest Contract Owner and Co-Annuitant, or,
if the Contract is owned by a non-living person, the oldest Annuitant, are
age 70 or younger on the Rider Application Date;

. 0.40% (maximum of 0.50%) if the oldest Contract Owner or, if older, the
Co-Annuitant, or, if the Contract is owned by a non-living person, the
oldest Annuitant, is age 71 or older and age 79 or younger on the Rider
Application Date.

. The charges may be increased but they will never exceed the maximum charges
shown above. We guarantee that we will not increase the mortality and
expense risk charge for this option after you have added it to your
Contract. However, if your spouse elects to continue the Contract in the
event of your death and if he or she elects to continue the Enhanced
Earnings Death Benefit Option, the charge will be based on the age of the
new Contract Owner at the time the Contract is continued. Refer to the
Death Benefit Payments provision in this prospectus for more information.
We deduct the charge for this option only during the Accumulation Phase.

.. Spousal Protection Benefit Option: Currently, there is no charge for this
benefit. We may assess a charge of up to 0.15% for the Spousal Protection
Benefit Option. This charge will only be deducted during the Accumulation
Phase of your Contract. We guarantee that we will not increase the mortality
and expense risk charge for this option after you have added it to your
Contract.

.. Income Protection Benefit Option: The current mortality and expense risk
charge for this option is 0.50%. This charge may be increased, but will never
exceed 0.75%. We guarantee that we will not increase the mortality and expense
risk for this option after you have added it to your Contract. The charge will
be deducted only during the Payout Phase.

ACCUMULATION BENEFIT OPTION FEE
We charge a separate annual Rider Fee for the Accumulation Benefit Option. The
current annual Rider Fee is 0.50% of the Benefit Base. We deduct the Rider Fee
on each Contract Anniversary during the Rider Period or until you terminate the
Option, if earlier. We reserve the right to increase the Rider Fee to up to
1.25%. We currently charge the same Rider Fee regardless of the Rider Period and
Guarantee Option you select, however we reserve the right to charge different
fees for different Rider Periods and Guarantee Options in the future.
However, once we issue your Option, we cannot change the Rider Fee that applies
to your Contract. If you elect to exercise the Rider Trade-In

35 PROSPECTUS

Option, the new Rider Fee will be based on the Rider Fee percentage applicable
to a new Accumulation Benefit Option at the time of trade-in.

The Rider Fee is deducted only from the Variable Sub-account(s) on a pro rata
basis in the proportion that your value in each Variable Sub-account bears to
your total value in all Variable Sub-accounts. Rider Fees will decrease the
number of Accumulation Units in each Variable Sub-account. If you terminate the
Option, or terminate the Contract by a total withdrawal, prior to the Rider
Maturity Date on a date other than the Contract Anniversary, we will deduct a
Rider Fee that is prorated based on the number of full months (30 day periods)
between the Contract Anniversary immediately prior to the termination and the
date of the termination. However, if the Option is terminated due to death of
the Contract Owner or Annuitant, we will not charge a Rider Fee unless the date
we receive a Complete Request for Settlement of the Death Proceeds is also a
Contract Anniversary. If the Option is terminated on the Payout Start Date, we
will not charge a Rider Fee unless the Payout Start Date is also a Contract
Anniversary. Additionally, if you elect to exercise the Rider Trade-In Option
and cancel the Option on a date other than a Contract Anniversary, we will not
deduct a Rider Fee on the date the Option is terminated. Refer to the
"Accumulation Benefit Option" section of this prospectus for more information.

TRANSFER FEE We impose a fee upon transfers in excess of 12 during any Contract
Year. The current fee is equal to 1.00% of the dollar amount transferred. This
fee may be increased, but in no event will it exceed 2.00% of the dollar amount
transferred. In any event, the transfer fee will never be greater than $25. We
will not charge a transfer fee on transfers that are part of a Dollar Cost
Averaging Program or Automatic Portfolio Rebalancing Program.

WITHDRAWAL CHARGE
For all of the contracts except the CONSULTANT SOLUTIONS SELECT, we may assess a
withdrawal charge from the purchase payment(s) you withdraw. The amount of the
charge will depend on the number of years that have elapsed since we received
the purchase payment being withdrawn. A schedule showing the withdrawal charges
applicable to each Contract appears on page __. If you make a withdrawal before
the Payout Start Date, we will apply the withdrawal charge percentage in effect
on the date of the withdrawal, or the withdrawal charge percentage in effect on
the following day, whichever is lower.

Withdrawals also may be subject to tax penalties or income tax. You should
consult with your tax counsel or other tax advisor regarding any withdrawals.

Withdrawals from the Market Value Adjusted Fixed Account Option may be subject
to a market value adjustment. Refer to page __for more information on market
value adjustments.

FREE WITHDRAWAL AMOUNT
You can withdraw up to the Free Withdrawal Amount each Contract Year without
paying the withdrawal charge. The Free Withdrawal Amount for a Contract Year is
equal to 15% of all purchase payments (excluding Credit Enhancements for
CONSULTANT SOLUTIONS PLUS CONTRACTS) that are subject to a withdrawal charge as
of the beginning of that Contract Year, plus 15% of the purchase payments added
to the Contract during the Contract Year. The withdrawal charge applicable to
Contracts owned by Charitable Remainder Trusts is described below.

Purchase payments no longer subject to a withdrawal charge will not be used to
determine the Free Withdrawal Amount for a Contract Year, nor will they be
assessed a withdrawal charge, if withdrawn. The Free Withdrawal Amount is not
available in the Payout Phase.

You may withdraw up to the Free Withdrawal Amount in each Contract Year it is
available without paying a withdrawal charge; however, the amount withdrawn may
be subject to a Market Value Adjustment or applicable taxes. If you do not
withdraw the entire Free Withdrawal Amount in a Contract Year, any remaining
portion may not be carried forward to increase the Free Withdrawal Amount in a
later Contract Year.

For purposes of assessing the withdrawal charge, we will treat withdrawals as
coming from the oldest purchase payments first as follows:

1) Purchase payments that no longer are subject to withdrawal charges;

2) Free Withdrawal Amount (if available);

3) Remaining purchase payments subject to withdrawal charges, beginning with the
oldest purchase payment;

4) Any earnings not previously withdrawn.

However, for federal income tax purposes, earnings are considered to come out
first, which means that you will pay taxes on the earnings portion of your
withdrawal.

If the Contract Owner is a Charitable Remainder Trust, the Free Withdrawal
Amount in a Contract Year is equal to the greater of:

.. The Free Withdrawal Amount described above; or

.. Earnings as of the beginning of the Contract Year that have not been
previously withdrawn.

For purposes of assessing the withdrawal charge for a Charitable Remainder
Trust-Owned Contract, we will treat withdrawals as coming from the earnings
first and then the oldest purchase payments as follows:

1) Earnings not previously withdrawn;

2) Purchase payments that are no longer subject to withdrawal charges;

3) Free Withdrawal Amount in excess of earnings;

4) Purchase payments subject to withdrawal charges, beginning with the oldest
purchase payment.

36 PROSPECTUS

If you have selected the CONSULTANT SOLUTIONS SELECT CONTRACT, there are no
withdrawal charges applicable and, therefore, no Free Withdrawal Amount.
Amounts withdrawn may be subject to a Market Value Adjustment or applicable
taxes.

ALL CONTRACTS
We do not apply a withdrawal charge in the following situations:

.. the death of the Contract Owner or Annuitant (unless the Settlement Value is
used);

.. withdrawals taken to satisfy IRS minimum distribution rules for the Contract;
or

.. withdrawals that qualify for one of the waivers described below.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts, and to help defray the cost of the Credit Enhancement for the
CONSULTANT SOLUTIONS PLUS CONTRACTS. To the extent that the withdrawal charge
does not cover all sales commissions and other promotional or distribution
expenses, or the cost of the Credit Enhancement, we may use any of our corporate
assets, including potential profit which may arise from the mortality and
expense risk charge or any other charges or fee described above, to make up any
difference.

Withdrawals taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all withdrawals are treated
as distributions of earnings. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject to an additional 10%
federal tax penalty. You should consult your own tax counsel or other tax
advisers regarding any withdrawals.

CONFINEMENT WAIVER. We will waive the withdrawal charge on all withdrawals taken
under your Contract if the following conditions are satisfied:

1. you, or, if the Contract Owner is not a living person, the Annuitant, are
first confined to a long term care facility or a hospital for at least 90
consecutive days. You or the Annuitant must first enter the long term care
facility or hospital at least 30 days after the Issue Date,

2. a physician must have prescribed the stay and the stay must be medically
necessary (as defined in the Contract),

3. we receive your request for withdrawal and written proof of the stay no later
than 90 days following the end of your or the Annuitant's stay at the long term
care facility or hospital, and

4. Due proof of confinement is received by us prior to or at the time of, a
request for a withdrawal.

TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge on all withdrawals
under your Contract if:

1. you or the Annuitant, if the Contract Owner is not a living person, are
diagnosed by a physician as having a terminal illness (as defined in the
Contract) at least 30 days after the Issue Date, and

2. you provide adequate proof of diagnosis to us before or at the time you
request the withdrawal.

UNEMPLOYMENT WAIVER. We will waive the withdrawal charge on one partial or a
full withdrawal taken under your Contract, if you meet the following
requirements:

1. you or the Annuitant, if the Contract Owner is not a living person, become
unemployed at least one year after the Issue Date,

2. you or the Annuitant receive unemployment compensation (as defined in the
Contract) for at least 30 days as a result of that unemployment, and

3. you or the Annuitant claim this benefit within 180 days of your or the
Annuitant's initial receipt of unemployment compensation, and

4. we receive due proof that you are or have been unemployed and that
unemployment compensation has been received for at least thirty consecutive
days prior to or at the time of the request for withdrawal.

You may exercise this benefit once over the term of the Contract. Amounts
withdrawn may be subject to Market Value Adjustments.

These waivers do not apply under the CONSULTANT SOLUTIONS SELECT.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.

The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waivers. You should
consult your Contract for further details on these variations. Also, even if you
do not pay a withdrawal charge because of these waivers, a Market Value
Adjustment may apply and you still may be required to pay taxes or tax penalties
on the amount withdrawn. You should consult your tax advisor to determine the
effect of a withdrawal on your taxes.

PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs including payment upon death.
We may some time in the future discontinue this practice and deduct premium
taxes

37 PROSPECTUS

from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, we deduct the charge for premium taxes from each
investment alternative in the proportion that the Contract Value in the
investment alternative bears to the total Contract Value.

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES
We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the Variable Account.
We will deduct for any taxes we incur as a result of the operation of the
Variable Account, whether or not we previously made a provision for taxes and
whether or not it was sufficient. Our status under the Internal Revenue Code is
briefly described in the "Taxes" section of this prospectus.

OTHER EXPENSES
Each Portfolio deducts management fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Sub-accounts. These fees and expenses are described in the
accompanying prospectuses for the Portfolios. For a summary of Portfolio annual
expenses, see page ___. We may receive compensation from the investment
advisers, administrators or distributors, or their affiliates, of the Portfolios
in connection with the administrative services we provide to the Portfolios.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

WITHDRAWALS
You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page __.

The amount payable upon withdrawal is the Contract Value (or portion thereof)
next computed after we receive the request for a withdrawal at our home office,
adjusted by any applicable Market Value Adjustment, less any applicable
withdrawal charges, income tax withholding, penalty tax, contract maintenance
charge, Rider Fee, and any premium taxes. We will pay withdrawals from the
Variable Account within 7 days of receipt of the request, subject to
postponement in certain circumstances. You can withdraw money from the Variable
Account or the Fixed Account Option(s) available under your Contract. To
complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
withdrawal charge and premium taxes.

You must name the Investment Alternative from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored.

In general, you must withdraw at least $50 at a time.

Withdrawals from the Standard Fixed Account Option may be subject to a
restriction. See "Standard Fixed Account Options" on page __.

If you request a total withdrawal, we may require that you return your Contract
to us. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges and taxes.

POSTPONEMENT OF PAYMENTS
We may postpone the payment of any amounts due from the Variable Account under
the Contract if:

1. The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted,

2. An emergency exists as defined by the SEC, or

3. The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account Option(s)
available under your Contract for up to 6 months or shorter period if required
by law. If we delay payment or transfer for 30 days or more, we will pay
interest as required by law.

SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. Please consult your sales representative or call us at 1-800-865-5237 for
more information.

Depending on fluctuations in the value of the Variable Sub-accounts and the
value of the Fixed Account Options, systematic withdrawals may reduce or even
exhaust the Contract Value. Income taxes may apply to systematic withdrawals.
Please consult your tax advisor before taking any withdrawal.

We will make systematic withdrawal payments to you or your designated payee. At
our discretion, we may modify

38 PROSPECTUS

or suspend the Systematic Withdrawal Program and charge a processing fee for the
service. If we modify or suspend the Systematic Withdrawal Program, existing
systematic withdrawal payments will not be affected.

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce your Contract Value to
less than $1,000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges and applicable taxes.

INCOME PAYMENTS
- --------------------------------------------------------------------------------

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value, adjusted by
any applicable Market Value Adjustment and less applicable taxes, to an Income
Plan. The first income payment may occur no sooner than 30 days after the Issue
Date. The Payout Start Date must occur on or before the later of:

.. the Annuitant's 99th birthday, or

.. the 10th Contract Anniversary.

You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.

INCOME PLANS
An "Income Plan" is a series of payments made on a scheduled basis to you or to
another person designated by you. You may select more than one Income Plan. If
you choose more than one Income Plan, you must specify what proportions of your
Contract Value, adjusted by any Market Value Adjustment and less any applicable
taxes, should be allocated to each such Income Plan. For tax reporting purposes,
your cost basis and any gain on the Contract will be allocated proportionally to
each Income Plan you select based on the proportion of your Contract Value
applied to each such Income Plan. We reserve the right to limit the number of
Income Plans that you may select. If you choose to add the Income Protection
Benefit Option, certain restrictions may apply as described under "Income
Protection Benefit Option," below.

If you do not select an Income Plan, we will make income payments in accordance
with Income Plan 1 with a Guaranteed Payment Period of 10 years. On the Payout
Start Date, the portion of the Contract Value in any Fixed Account Option,
adjusted by any applicable Market Value Adjustment and less any applicable
taxes, will be used to derive fixed income payments; the portion of the Contract
Value in any Variable Sub-account, less any applicable taxes, will be used to
derive variable income payments.

If any Contract Owner dies during the Payout Phase, the new Contract Owner will
be the surviving Contract Owner. If there is no surviving Contract Owner, the
new Contract Owner will be the Beneficiary(ies) as described in the
"Beneficiary" section of this prospectus. Any remaining income payments will be
paid to the new Contract Owner as scheduled. Income payments to Beneficiaries
may be subject to restrictions established by the Contract Owner. After the
Payout Start Date, you may not make withdrawals (except as described below) or
change your choice of Income Plan.

Currently seven Income Plans are available. Depending on the Income Plan(s) you
choose, you may receive:

.. fixed income payments;

.. variable income payments; or

.. a combination of the two.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis". Once the basis in the Contract is depleted, all remaining
payments will be fully taxable. If the Contract is tax-qualified, generally, all
payments will be fully taxable. Taxable payments taken prior to age 59 1/2 may
be subject to an additional 10% federal tax penalty.

The seven Income Plans are:

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED NUMBER OF PAYMENTS. Under this plan,
we make periodic income payments for at least as long as the Annuitant lives. If
the Annuitant dies in the Payout Phase, we will continue to pay income payments
until the guaranteed number of payments has been paid. The number of months
guaranteed ("Guaranteed Payment Period") may be 0 months, or range from 60 to
360 months. If the Annuitant is age 90 or older as of the Payout Start Date, the
Guaranteed Payment Period may range from 60 to 360 months.

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED NUMBER OF

PAYMENTS. Under this plan, we make periodic income payments for at least as long
as either the Annuitant or the joint Annuitant, named at the time the Income
Plan was selected, lives. If both the Annuitant and joint Annuitant die in the
Payout Phase, we will continue to pay the income payments until the guaranteed
number of payments has been paid. The Guaranteed Payment Period may be 0 months,
or range from 60 to 360 months. If either the Annuitant or joint Annuitant is
age 90 or older as of the Payout Start Date, the Guaranteed Payment Period may
range from 60 to

39 PROSPECTUS

360 months. You may elect a reduced survivor plan of 50%, 66% or 75% of the
payment amount. If you do not elect a reduced survivor amount, the payments will
remain at 100%. If you elect a reduced survivor payment plan, the amount of each
income payment initially will be higher but a reduction will take place at the
later of 1) the death of an Annuitant; or 2) at the end of the guaranteed
payment period.

INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS. Under this plan, we make periodic
income payments for the period you have chosen. These payments do not depend on
the Annuitant's life. The shortest number of months guaranteed is 60 (120 if the
Payout Start Date occurs prior to the third Contract Anniversary). The longest
number of months guaranteed is 360 or the number of months between the Payout
Start Date and the date that the Annuitant reaches age 100, if greater. In no
event may the number of months guaranteed exceed 600. We will deduct the
mortality and expense risk charge from the assets of the Variable Sub-account
supporting this Income Plan even though we may not bear any mortality risk. You
may make withdrawals, change the length of the guaranteed payment period, or
change the frequency of income payments under Income Plan 3.
See "Modifying Payments" and "Payout Withdrawals" below for more details.

INCOME PLAN 4 -LIFE INCOME WITH CASH REFUND. Under this plan, we make periodic
income payments until the death of the Annuitant. If the death of the Annuitant
occurs before the total amount applied to an Income Plan is paid out, we will
pay a lump sum payment of the remaining amount. Payments under this plan are
available only as fixed income payments.

INCOME PLAN 5 -JOINT LIFE INCOME WITH CASH REFUND. Under this plan, we make
periodic income payments until the deaths of both the Annuitant and joint
Annuitant. If the deaths of both the Annuitant and joint Annuitant occur before
the total amount applied to an Income Plan is paid out, we will pay a lump sum
payment of the remaining amount. Currently, a reduced survivor plan is not
available. Payments under this plan are available only as fixed income payments.

INCOME PLAN 6 -LIFE INCOME WITH INSTALLMENT REFUND. Under this plan, we make
periodic income payments until the later of (1) the death of the Annuitant, or
(2) the total amount paid out under the annuity is equal to the total amount
applied to the Income Plan. If the death of the Annuitant occurs before the
total amount applied to an Income Plan is paid out, we will continue to make
payments in the same manner until any remaining payments are paid out. Payments
under this plan are available only as fixed income payments.

INCOME PLAN 7 - JOINT LIFE INCOME WITH INSTALLMENT REFUND. Under this plan, we
make periodic income payments until the later of (1) the deaths of both the
Annuitant and joint Annuitant, or (2) the total amount paid out under the
annuity is equal to the total amount applied to the Income Plan. If the deaths
of both the Annuitant and joint Annuitant occur before the total amount applied
to an Income Plan is paid out, we will continue to make payments in the same
manner until any remaining payments are paid out. Currently, a reduced survivor
plan is not available. Payments under this plan are available only as fixed
income payments.

If you choose an Income Plan with payments that continue for the life of the
Annuitant or joint Annuitant, we may require proof of age and sex of the
Annuitant or joint Annuitant before starting income payments, and proof that the
Annuitant or joint Annuitant is alive before we make each payment. Please note
that under Income Plans 1and 2, if you do not select a Guaranteed Payment
Period, it is possible that the payee could receive only one income payment if
the Annuitant and any joint Annuitant both die before the second income payment,
or only two income payments if they die before the third income payment, and so
on.

The length of any Guaranteed Payment Period under your selected Income Plan
generally will affect the dollar amounts of each income payment. As a general
rule, longer Guarantee Payment Periods result in lower income payments, all
other things being equal. For example, if you choose an Income Plan with
payments that depend on the life of the Annuitant but with no guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a specified Guaranteed Payment Period.

MODIFYING PAYMENTS
After the Payout Start Date, you may make the following changes under Income
Plan 3:

.. You may request to modify the length of the Guaranteed Payment Period.
Currently, we allow you to make this change once each Contract Year. We
reserve the right to change this practice at any time without prior notice. If
you elect to change the length of the Guaranteed Payment Period, the new
Guaranteed Payment Period must be within the original minimum and maximum
period you would have been permitted to select on the Payout Start Date.
However, the maximum payment period permitted will be shortened by the period
elapsed since the original Guaranteed Payment Period began. If you change the
length of your Guaranteed Payment Period, we will compute the present value of
your remaining payments, using the same assumptions we would use if you were
terminating the income payments, as described in Payout Withdrawal. We will
then adjust the remaining payments to equal what that value would support
based on those same assumptions and based on the revised Guaranteed Payment
Period.

You may request to change the frequency of your payments. We currently allow
you to make this change

40 PROSPECTUS

once each Contract Year. We reserve the right to change this practice at any
time without prior notice.Changes to either the frequency of payments or length
of the Guaranteed Payment Period will result in a change to the payment amount
and may change the amount of each payment that is taxable to you.

Modifying payments of this Contract may not be allowed under qualified plans. In
order to satisfy required minimum distributions ("RMD") under current Treasury
regulations, once income payments have begun over a Guaranteed Payment Period,
the Guaranteed Payment Period cannot be changed even if the new period is
shorter than the maximum permitted.

Any change to either the frequency of payments or length of a Guaranteed Payment
Period will take effect on the next payment date after we accept the requested
change.

PAYOUT WITHDRAWAL
You may terminate all or a portion of the income payments being made under
Income Plan 3 at any time and withdraw their present value ("Withdrawal Value"),
subject to a Payout Withdrawal Charge, by requesting a withdrawal ("Payout
Withdrawal") in writing. For variable income payments, the withdrawal value is
equal to the present value of the variable income payments being terminated,
calculated using a discount rate equal to the assumed investment rate that was
used in determining the initial variable payment. For fixed income payments, the
withdrawal value is equal to the present value of the fixed income payments
being terminated, calculated using a discount rate equal to the applicable
current interest rate. The applicable current interest rate is the rate we are
using on the date we receive your Payout Withdrawal request to determine income
payments for a new annuitization with a payment period equal to the remaining
payment period of the income payments being terminated.

A Payout Withdrawal must be a least $50. If any Payout Withdrawal reduces the
value of the remaining income payments to an amount not sufficient to provide an
initial payment of at least $20, we reserve the right to terminate the Contract
and pay you the present value of the remaining income payments in a lump sum. If
you withdraw the entire value of the remaining income payments, the Contract
will terminate.

You must specify the Investment Alternative(s) from which you wish to make a
Payout Withdrawal. If you withdraw a portion of the value of your remaining
income payments, the payment period will remain unchanged and your remaining
payment amounts will be reduced proportionately.

PAYOUT WITHDRAWAL CHARGE
To determine the Payout Withdrawal Charge, we assume that purchase payments are
withdrawn first, beginning with the oldest payment. When an amount equal to all
purchase payments have been withdrawn, additional withdrawals will not be
assessed a Payout Withdrawal Charge.

Payout Withdrawals will be subject to a Payout Withdrawal Charge for each
Contract as follows:

Number of Complete Years Since We Received the Purchase Payment Being Withdrawn/Applicable Charge:
Contract: 0 1 2 3 4 5 6 7 8+
- -----------------------------------------------------------------------------------------------------------------------------------

Consultant Solutions
Classic 7% 7% 6% 5% 4% 3% 2% 0% 0%
Consultant Solutions
Plus 8.5% 8.5% 8.5% 7.5% 6.5% 5.5% 4% 2.5% 0%
Consultant Solutions
Elite 7% 6% 5% 0% 0% 0% 0% 0% 0%
Consultant Solutions
Select None

ADDITIONAL INFORMATION. We may make other Income Plans available. You may obtain
information about them by writing or calling us. On the Payout Start Date, you
must specify the portion of the Contract Value to be applied to variable income
payments and the portion to be applied to fixed income payments. If you do not
tell us how to allocate your Contract Value among fixed and variable income
payments, we will apply your Contract Value in the Variable Account to variable
income payments and your Contract Value in the Fixed Account to fixed income
payments.

We will apply your Contract Value, adjusted by any applicable Market Value
Adjustment, less applicable taxes to your Income Plan(s) on the Payout Start
Date. We can make income payments in monthly, quarterly, semi-annual or annual
installments, as you select. If the Contract Value is less than $2,000 or not
enough to provide an initial payment of at least $20, and state law permits, we
may:

.. terminate the Contract and pay you the Contract Value, adjusted by any
applicable Market Value Adjustment and less any applicable taxes, in a lump
sum instead of the periodic payments you have chosen, or

.. reduce the frequency of your payments so that each payment will be at least
$20.

VARIABLE INCOME PAYMENTS
The amount of your variable income payments depends upon the investment results
of the Variable Sub-accounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a)

41 PROSPECTUS

actual mortality experience or (b) the amount of our administration expenses.

We cannot predict the total amount of your variable income payments, which may
be more or less than your total purchase payments because (a) variable income
payments vary with the investment results of the underlying Portfolios; and (b)
under some of the Income Plans, we make income payments only so long as an
Annuitant is alive or any applicable Guaranteed Payment Period has not yet
expired.

In calculating the amount of the periodic payments in the annuity tables in the
Contracts, we used an assumed investment rate ("AIR", also known as benchmark
rate) of 3%. Currently, you may choose either a 6%, 5%, or 3% AIR per year. If
you select the Income Protection Benefit Option, however, the 3% AIR must apply.
The 6% and 5% AIR may not be available in all states (check with your
representative for availability). Currently, if you do not choose one, the 3%
AIR will automatically apply. We reserve the right to offer other assumed
investment rates. If the actual net investment return of the Variable
Sub-accounts you choose is less than the AIR, then the dollar amount of your
variable income payments will decrease. The dollar amount of your variable
income payments will increase, however, if the actual net investment return
exceeds the AIR. The dollar amount of the variable income payments stays level
if the net investment return equals the AIR. With a higher AIR, your initial
income payment will be larger than with a lower AIR. While income payments
continue to be made, however, this disparity will become smaller and, if the
payments have continued long enough, each payment will be smaller than if you
had initially chosen a lower AIR.

Please refer to the Statement of Additional Information for more detailed
information as to how we determine variable income payments.

You may also elect a variable income payment stream consisting of level monthly,
quarterly or semi-annual payments. If you elect to receive level monthly,
quarterly or semi-annual payments, the payments must be recalculated annually.
You may only elect to receive level payments at or before the Payout Start Date.
If you have elected level payments for an Income Plan(s), you may not make any
variable to fixed payment transfers within such Income Plan(s). We will
determine the amount of each annual payment as described above, place this
amount in our general account, and then distribute it in level monthly,
quarterly or semi-annual payments. The sum of the level payments will exceed the
annual calculated amount because of an interest rate factor we use, which may
vary from year to year, but will not be less than 2% per year. If the Annuitant
dies while you are receiving level payments, you will not be entitled to receive
any remaining level payments for that year (unless the Annuitant dies before the
end of the Guaranteed Payment Period). For example, if you have selected Income
Plan 1 with no Guaranteed Payment Period and the Annuitant dies during the year,
the Beneficiary will not be entitled to receive the remaining level payments for
that year.

INCOME PROTECTION BENEFIT OPTION
We offer an Income Protection Benefit Option, which may be added to your
Contract on the Payout Start Date for an additional mortality and expense risk
charge if you have selected variable income payments subject to the following
conditions:

.. The Annuitant and joint Annuitant, if applicable, must be age 75 or younger on
the Payout Start Date.

.. You must choose Income Plan 1 or 2 and the Guaranteed Payment Period must be
for at least 120 months, unless the Internal Revenue Service requires a
different payment period.

.. You may apply the Income Protection Benefit Option to more than one Income
Plan.

.. The AIR must be 3% for the Income Plan(s) that you wish to apply this benefit
to.

.. You may only add the Income Protection Benefit Option on the Payout Start Date
and, once added, the option cannot be cancelled.

.. You may not convert variable income payments to fixed income payments.

If you select the Income Protection Benefit Option, we guarantee that your
variable income payments under each of the Income Plans to which the option is
applied will never be less that 85% of the initial variable amount income value
("Income Protection Benefit"), as calculated on the Payout Start Date under such
Income Plans. See Appendix C for numerical examples that illustrate how the
Income Protection Benefit is calculated.

If you add the Income Protection Benefit Option to your Contract, the mortality
and expense risk charge during the Payout Phase will be increased. Currently,
the charge for this option is 0.50%. We may change the amount we charge, but it
will not exceed 0.75%. Once the option is issued, we will not increase what we
charge you for the benefit.

INVESTMENT REQUIREMENTS.

If you add the Income Protection Benefit Option to your Contract, you must
adhere to certain requirements related to the investment alternatives in which
you may invest during the Payout Phase with respect to the assets supporting the
variable income payments to which the Income Protection Benefit Option applies.
These requirements may include, but are not limited to, maximum investment
limits on certain Variable Sub-accounts, exclusion of certain Variable
Sub-accounts, required minimum allocations to certain Variable Sub-accounts, and
restrictions on transfers to or from certain investment alternatives. We may
also require that you use the Automatic Portfolio Rebalancing Program. We may
change the specific requirements that are applicable

42 PROSPECTUS

at any time in our sole discretion. Any changes we make will not apply to the
Income Protection Benefit Option if it was added to your Contract prior to the
implementation date of the change, except for changes made due to a change in
Variable Sub-accounts available under the Contract.

When you add the Income Protection Benefit Option to your Contract, you must
allocate to a model portfolio option the entire portion of your Contract Value
allocated to the Variable Sub-accounts.

We currently offer one Model Portfolio Option; however, we may add more Model
Portfolio Options in the future. Transfers made for purposes of adhering to your
Model Portfolio Option will not count towards the number of free transfers you
may make each Contract Year.

The following table summarizes the Model Portfolio Option currently available
for use with the Income Protection Benefit Option:

* Model Portfolio Option 1
- --------------------------------------------------

MODEL PORTFOLIO OPTION 1

You must allocate a certain percentage of the portion of your Contract Value
allocated to the Variable Sub-accounts into each of three asset categories. You
may choose the Variable Sub-accounts in which you want to invest, provided you
maintain the percentage allocation requirements for each category. You may also
make transfers among the Variable Sub-accounts within each category at any time,
provided you maintain the percentage allocation requirements for each category.
However, each transfer you make will count against the 12 transfers you can
make each Contract Year without paying a transfer fee.

The following table describes the percentage allocation requirements for Model
Portfolio Options 1 and Variable Sub-accounts available under each category:

MODEL PORTFOLIO OPTION 1
- ----------------------------------------------------------------------------

20% Category A
50% Category B
30% Category C
- ----------------------------------------------------------------------------
CATEGORY A
PIMCO Money Market Portfolio
- ----------------------------------------------------------------------------
CATEGORY B
Fidelity VIP Investment Grade Bond Portfolio
PIMCO Foreign Bond Portfolio
PIMCO Real Return Portfolio
PIMCO Total Return Portfolio
"Van Kampen LIT Government Portfolio
MFS High Income Series
Salomon Brothers Variable High Yield Fund
"Van Kampen UIF U.S. Real Estate Portfolio
- ----------------------------------------------------------------------------
CATEGORY C
Fidelity VIP Asset Manager/SM/ Portfolio
Janus Aspen Series Balanced Portfolio
LSA Balanced Fund
MFS Total Return Series
Janus Aspen Series Risk-Managed Large Cap Core Portfolio
AIM V.I. Basic Value Fund
Fidelity VIP Equity-Income Portfolio
MFS Investors Trust Series
MFS Value Series
PEA Renaissance Portfolio
Salomon Brothers Variable Investors Fund
T. Rowe Price Equity Income Portfolio
Van Kampen LIT Growth and Income Portfolio
AIM V.I. Mid Cap Core Equity Fund
Janus Aspen Series Mid Cap Value Portfolio
Van Eck Worldwide Absolute Return Fund
- ----------------------------------------------------------------------------

FIXED INCOME PAYMENTS
We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. The guaranteed income payment amounts will
change if the frequency of payments or the length of the payment period changes.

We calculate the fixed income payments by:

.. adjusting the portion of the Contract Value in any Fixed Account Option on the
Payout Start Date by any applicable Market Value Adjustment;

.. deducting any applicable premium tax; and

.. applying the resulting amount to the greater of (a) the appropriate income
payment factor for the selected Income Plan from the Income Payment Table in
your Contract or (b) such other income payment factor as we are offering on
the Payout Start Date.

We may defer your request to make a withdrawal from fixed income payments for a
period of up to 6 months or whatever shorter time state law may require. If we
defer payments for 30 days or more, we will pay interest as required by law from
the date we receive the withdrawal request to the date we make payment.

CERTAIN EMPLOYEE BENEFIT PLANS
The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex

43 PROSPECTUS

to the extent permitted by applicable law. In certain employment-related
situations, employers are required by law to use the same income payment tables
for men and women. Accordingly, if the Contract is to be used in connection with
an employment-related retirement or benefit plan and we do not offer unisex
annuity tables in your state, you should consult with legal counsel as to
whether the purchase of a Contract is appropriate.

DEATH BENEFITS
- --------------------------------------------------------------------------------

DEATH PROCEEDS
Under certain conditions, described below, we will pay a death settlement
("DEATH PROCEEDS") for this Contract on the death of the Contract Owner,
Annuitant, or Co-Annuitant if the death occurs prior to the Payout Start Date.
If the Owner or Annuitant dies after the Payout Start Date, we will pay
remaining income payments as described in the "Payout Phase" section of your
Contract. See "Income Payments" on Page __ for more information.

We will determine the value of the Death Proceeds as of the end of the Valuation
Date during which we receive the first Complete Request for Settlement (the next
Valuation Date, if we receive the request after 3:00 p.m. Central Time). In
order to be considered a "COMPLETE REQUEST FOR SETTLEMENT," a claim for
distribution of the Death Proceeds must include "DUE PROOF OF DEATH" in any of
the following forms of documentation:

.. A certified copy of the death certificate;

.. A certified copy of a decree of a court of competent jurisdiction as to the
finding of death; or

.. Any other proof acceptable to us.

"DEATH PROCEEDS" are determined based on when we receive a Complete Request for
Settlement:

.. If we receive a Complete Request for Settlement within 180 days of the death
of the Contract Owner, Annuitant, or Co-Annuitant, as applicable, the Death
Proceeds is equal to the "DEATH BENEFIT."

.. If we receive a Complete Request for Settlement more than 180 days after the
death of the Contract Owner, Annuitant, or Co-Annuitant, as applicable, the
Death Proceeds are equal to the greater of the Contract Value or Settlement
Value. We reserve the right to waive or extend, in a nondiscriminatory manner,
the 180-day period in which the Death Proceeds will equal the Death Benefit.

Where there are multiple Beneficiaries, we will only value the Death Proceeds at
the time the first Beneficiary submits the necessary documentation in good
order. Any Death Proceeds amounts attributable to any Beneficiary which remain
in the Variable Sub-accounts are subject to investment risk.

DEATH BENEFIT OPTIONS
In addition to the ROP Death Benefit included in your Contract, we offer the
following death benefit options which may be added to your Contract:

.. MAV Death Benefit Option

.. Annual Increase Death Benefit Option

.. Enhanced Earnings Death Benefit Option

The amount of the Death Benefit depends on which death benefit option(s) you
select. Not all death benefit options are available in all states.

You may select any combination of death benefit options on the issue date of
your Contract or at a later date, subject to state availability and issue age
restrictions.

The "DEATH BENEFIT" is equal to the Enhanced Earnings Death Benefit (if
selected) plus the greatest of:

.. The Contract Value;

.. The Settlement Value;

.. The ROP Death Benefit;

.. The MAV Death Benefit Option (if selected); or

.. The Annual Increase Death Benefit Option (if selected).

The "SETTLEMENT VALUE" is the amount that would be paid in the event of a full
withdrawal of the Contract Value.

The Death Benefit may not exceed the Contract Value plus one million dollars.

The "ROP DEATH BENEFIT" is equal to the sum of all purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS), reduced by a proportional
withdrawal adjustment for each withdrawal. The withdrawal adjustment is equal to
the withdrawal amount divided by the Contract Value immediately prior to the
withdrawal, and the result is multiplied by:

The sum of all purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made prior to the withdrawal, less any prior
withdrawal adjustments.

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT OPTION.
The MAV Death Benefit Option is available only if the oldest Contract Owner and
Co-Annuitant, or, if the Contract is owned by a non-living person, the oldest
Annuitant, are age 79 or younger on the Rider Application Date. There is an
additional mortality and expense risk charge for this death benefit option,
currently equal to 0.20%. We may change what we charge for this death benefit
option, but it will never exceed 0.50%. Once added to your Contract, we
guarantee that we will not increase the mortality and expense risk charge you
pay for this death benefit option.

44 PROSPECTUS

On the date we issue the rider for this benefit ("Rider Date"), the MAV DEATH
BENEFIT is equal to the Contract Value. After the Rider Date and prior to the
date we determine the Death Proceeds (see "Death Proceeds" on page ___), the MAV
Death Benefit is recalculated each time a purchase payment or withdrawal is made
as well as on each Contract Anniversary as follows:

.. Each time a purchase payment is made, the MAV Death Benefit is increased by
the amount of the purchase payment (and Credit Enhancement for CONSULTANT
SOLUTIONS PLUS CONTRACTS).

.. Each time a withdrawal is made, the MAV Death Benefit is reduced by a
proportional withdrawal adjustment, defined as the withdrawal amount divided
by the Contract Value immediately prior to the withdrawal, and the result
multiplied by the most recently calculated MAV Death Benefit.

.. On each Contract Anniversary until the first Contract Anniversary following
the 80/TH/ birthday of the oldest Contract Owner or Co-Annuitant, whichever
occurs first, or, if the Contract is owned by a non-living person, the oldest
Annuitant, the MAV Death Benefit is recalculated as the greater of the
Contract Value on that date or the most recently calculated MAV Death Benefit.

If no purchase payments or withdrawals are made after the Rider Date, the MAV
Death Benefit will be equal to the greatest of the Contract Value on the Rider
Date and the Contract Values on each subsequent Contract Anniversary after the
Rider Date through the first Contract Anniversary following the 80/TH/ birthday
of the oldest Contract Owner or Co-Annuitant, whichever occurs first, or, if the
Contract is owned by a non-living person, the oldest Annuitant, but before the
date we determine the Death Proceeds. If, upon death of the Contract Owner, the
Contract is continued under Option D as described on page ___below, and if the
New Contract Owner is age 80 or younger on the date we determine the Death
Proceeds, then the MAV Death Benefit Option will continue. The MAV Death Benefit
will continue to be recalculated for purchase payments (and Credit Enhancements
for CONSULTANT SOLUTIONS PLUS CONTRACTS), withdrawals, and on each Contract
Anniversary after the date we determine the Death Proceeds until the earlier of:

.. The first Contract Anniversary following the 80/th/ birthday of either the
oldest Contract Owner or the Co-Annuitant, whichever is earlier, or, if the
Contract is owned by a non-living person, the oldest Annuitant. (After the
80/th/ birthday of either the oldest Contract Owner or the Co-Annuitant,
whichever is earlier, or, if the Contract is owned by a non-living person, the
oldest Annuitant, the MAV Death Benefit will be recalculated only for purchase
payments (and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) and
withdrawals); or

.. The date we next determine the Death Proceeds.

ANNUAL INCREASE DEATH BENEFIT OPTION.
The Annual Increase Death Benefit Option is only available if the oldest
Contract Owner and Co-Annuitant, or, if the Contract is owned by a non-living
person, the oldest Annuitant, are age 79 or younger on the Rider Application
Date. There is an additional mortality and expense risk charge for this death
benefit option, currently equal to 0.30%. We may change what we charge for this
death benefit option, but it will never exceed 0.50%. Once added to your
Contract, we guarantee that we will not increase the mortality and expense risk
charge you pay for this death benefit option.

On the date we issue the rider for this benefit ("Rider Date"), the Annual
Increase Death Benefit is equal to the Contract Value. The Annual Increase Death
Benefit, plus purchase payments (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS) made after the Rider Date and less withdrawal
adjustments for withdrawals made after the Rider Date, will accumulate interest
on a daily basis at a rate equivalent to 5% per year (may be 3% in certain
states), subject to the "Cap" defined below. This accumulation will continue
until the earlier of:

(a) the first Contract Anniversary following the 80/th/ birthday of the oldest
Contract Owner or Co-Annuitant, whichever occurs first, or, if the Contract is
owned by a non-living person, the oldest Annuitant; or

(b) the date we determine the Death Proceeds.

After the 5% interest accumulation (may be 3% in certain states) ends, the
Annual Increase Death Benefit will continue to be increased by purchase payments
(and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) and reduced by
withdrawal adjustments for withdrawals until the death benefit option
terminates. The withdrawal adjustment is a proportional adjustment, defined as
the withdrawal amount divided by the Contract Value immediately prior to the
withdrawal, and the result multiplied by the amount of the Annual Increase Death
Benefit immediately prior to the withdrawal.

The Annual Increase Death Benefit Cap is equal to:

.. 200% of the Contract Value as of the Rider Date; plus

.. 200% of purchase payments (and Credit Enhancements for CONSULTANT SOLUTIONS
PLUS CONTRACTS) made after the Rider Date, but excluding any purchase payments
(and Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made in the
12-month period immediately prior to the death of a Contract Owner or the
Co-Annuitant, or, if the Contract is owned by a non-living person, an
Annuitant; minus

.. Withdrawal adjustments for any withdrawals made after the Rider Date. Refer to
Appendix E for withdrawal adjustment examples.

45 PROSPECTUS

If, upon death of the Contract Owner, the Contract is continued under Option D
as described on page ___, and if the New Contract Owner is age 80 or younger on
the date we determine the Death Proceeds, then the Annual Increase Death Benefit
Option will continue. The amount of the Annual Increase Death Benefit as of the
date we determine the Death Proceeds, plus subsequent purchase payments (and
Credit Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS), less withdrawal
adjustments for any subsequent withdrawals, will accumulate daily at a rate
equivalent to 5% per year (may be 3% in certain states) from the date we
determine the Death Proceeds, until the earlier of:

.. The first Contract Anniversary following the 80/th/ birthday of either the
oldest Contract Owner or the Co-Annuitant, whichever is earlier, or, if the
Contract is owned by a non-living person, the oldest Annuitant. (After the
80/th/ birthday of either the oldest Contract Owner or the Co-Annuitant,
whichever is earlier, or, if the Contract is owned by a non-living person, the
oldest Annuitant, the Annual Increase Death Benefit will be recalculated only
for purchase payments and withdrawals (and Credit Enhancements for CONSULTANT
SOLUTIONS PLUS CONTRACTS)); or

.. The date we next determine the Death Proceeds.

ENHANCED EARNINGS DEATH BENEFIT OPTION.
The "ENHANCED EARNINGS DEATH BENEFIT OPTION" is only available if the oldest
Contract Owner and Co-Annuitant, or, if the Contract is owned by a non-living
person, the oldest Annuitant, are age 79 or younger on the Rider Application
Date. There is an additional mortality and expense risk charge for this death
benefit option, currently equal to:

.. 0.25%, if the oldest Contract Owner and Co-Annuitant, or, if the Contract is
owned by a non-living person, the oldest Annuitant, are age 70 or younger on
the Rider Application Date; and

.. 0.40%, if the oldest Contract Owner or, if older, the Co-Annuitant, or, if the
Contract is owned by a non-living person, the oldest Annuitant, is age 71 or
older and age 79 or younger on the Rider Application Date.

We may change what we charge for this death benefit option, but it will never
exceed 0.35% for issue ages 0-70 and 0.50% for issue ages 71-79. Once added to
your Contract, we guarantee that we will not increase the mortality and expense
risk charge you pay for this death benefit option. However, if your spouse
elects to continue the Contract in the event of your death and if he or she
elects to continue the Enhanced Earnings Death Benefit Option, the mortality and
expense risk charge for the death benefit option will be based on the ages of
the oldest new Contract Owner and the Co-Annuitant, or, if the Contract is owned
by a non-living person, the oldest Annuitant, at the time the Contract is
continued.

If the oldest Contract Owner and Co-Annuitant, or, if the Contract is owned by a
non-living person, the oldest Annuitant, are age 70 or younger on the Rider
Application Date, the Enhanced Earnings Death Benefit is equal to the lesser of:

.. 100% of "IN-FORCE PREMIUM" (excluding purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made after the date we
issue the rider for this benefit ("Rider Date") and during the twelve-month
period immediately prior to the death of a Contract Owner or Co-Annuitant, or,
if the Contract is owned by a non-living person, an Annuitant); or

.. 40% of "IN-FORCE EARNINGS"

calculated as of the date we determine the Death Proceeds.

If the oldest Contract Owner or, if older, the Co-Annuitant, or, if the Contract
is owned by a non-living person, the oldest Annuitant, is age 71 or older and
age 79 or younger on the Rider Application Date, the Enhanced Earnings Death
Benefit is equal to the lesser of:

.. 50% of "In-Force Premium" (excluding purchase payments (and Credit
Enhancements for CONSULTANT SOLUTIONS PLUS CONTRACTS) made after the Rider
Date and during the twelve-month period immediately prior to the death of a
Contract Owner or Co-Annuitant, or, if the Contract is owned by a non-living
person, an Annuitant); or

.. 25% of "In-Force Earnings"

calculated as of the date we determine the Death Proceeds.

In-Force Earnings are equal to the current Contract Value less In-Force Premium.
If this quantity is negative, then In-Force Earnings are equal to zero.

In-Force Premium is equal to the Contract Value on the Rider Date, plus the sum
of all purchase payments made after the Rider Date, less the sum of all
"EXCESS-OF-EARNINGS WITHDRAWALS" made after the Rider Date.

An EXCESS-OF-EARNINGS WITHDRAWAL is equal to the excess, if any, of the amount
of the withdrawal over the amount of the In-Force Earnings immediately prior to
the withdrawal.

Refer to Appendix E for numerical examples that illustrate how the Enhanced
Earnings Death Benefit Option is calculated.

If, upon death of the Contract Owner, the Contract is continued under Option D
as described on page ___below, and if the New Contract Owner is younger than age
80 on the date we determine the Death Proceeds, then this death benefit option
will continue unless the New Contract Owner elects to terminate the death
benefit option. If the death benefit option is continued, the following will
apply as of the date we determine the Death Proceeds upon continuation:

46 PROSPECTUS

.. The Rider Date will be changed to the date we determine the Death Proceeds;

.. The In-Force Premium is equal to the Contract Value as of the new Rider Date
plus all purchase payments made after the Rider Date, less the sum of all the
Excess-of-Earnings Withdrawals made after the Rider Date;

.. The Enhanced Earnings Death Benefit after the new Rider Date will be
determined as described above, but using the ages of the oldest Contract Owner
and Co-Annuitant, or, if the Contract is owned by a non-living person, the
oldest Annuitant, as of the new Rider Date.

.. The mortality and expense risk charge, for this rider, will be determined as
described above, but using the ages of the oldest Contract Owner and
Co-Annuitant, or, if the Contract is owned by a non-living person, the oldest
Annuitant, as of the new Rider Date.

If the Contract Owner's, Co-Annuitant's or Annuitant's age is misstated, the
Enhanced Earnings Death Benefit and the mortality and expense risk charge for
this death benefit option will be calculated according to the corrected age as
of the Rider Date. Your Contract Value will be adjusted to reflect the mortality
and expense risk charge for this death benefit option that should have been
assessed based on the corrected age.

ALL OPTIONS.
WE RESERVE THE RIGHT TO IMPOSE LIMITATIONS ON THE INVESTMENT ALTERNATIVES IN
WHICH YOU MAY INVEST AS A CONDITION OF THESE OPTIONS. THESE RESTRICTIONS MAY
INCLUDE, BUT ARE NOT LIMITED TO, MAXIMUM INVESTMENT LIMITS ON CERTAIN INVESTMENT
ALTERNATIVES, EXCLUSION OF CERTAIN INVESTMENT ALTERNATIVES, REQUIRED MINIMUM
ALLOCATIONS TO CERTAIN INVESTMENT ALTERNATIVES, RESTRICTIONS ON TRANSFERS TO AND
FROM CERTAIN INVESTMENT ALTERNATIVES, AND/OR THE REQUIRED USE OF AUTOMATIC
PORTFOLIO REBALANCING. CURRENTLY, NO SUCH RESTRICTIONS ARE BEING IMPOSED.

These death benefit options will terminate and the corresponding Rider Fee will
cease on the earliest of the following to occur:

.. the date the Contract is terminated;

.. if, upon the death of the Contract Owner, the Contract is continued under
Option D as described in the Death of Owner section on page ___, and the New
Owner is older than age 80 (age 80 or older for the Enhanced Earnings Death
Benefit Option) on the date we determine the Death Proceeds. The death benefit
option will terminate on the date we determine the Death Proceeds;

.. if the Contract is not continued in the Accumulation Phase under either the
Death of Owner or Death of Annuitant provisions of the Contract. The death
benefit option will terminate on the date we determine the Death Proceeds;

.. on the date the Contract Owner (if the current Contract Owner is a living
person) is changed for any reason other than death unless the New Contract
Owner is a trust and the Annuitant is a current Contract Owner;

.. on the date the Contract Owner (if the current Contract Owner is a non-living
person) is changed for any reason unless the New Contract Owner is a
non-living person or is a current Annuitant; or

.. the Payout Start Date.

Notwithstanding the preceding, in the event of the Contract Owner's death, if
the Contract Owner's spouse elects to continue the Contract (as permitted in the
Death of Owner provision below) he or she may terminate the Enhanced Earnings
Death Benefit at that time.

DEATH BENEFIT PAYMENTS

DEATH OF CONTRACT OWNER
If a Contract Owner dies prior to the Payout Start Date, then the surviving
Contract Owners will be the "New Contract Owners". If there are no surviving
Contract Owners, then subject to any restrictions previously placed upon them,
the Beneficiaries will be the New Contract Owners.

If there is more than one New Contract Owner taking a share of the Death
Proceeds, each New Contract Owner will be treated as a separate and independent
Contract Owner of his or her respective share of the Death Proceeds. Each New
Contract Owner will exercise all rights related to his or her share of the Death
Proceeds, including the sole right to elect one of the Option(s) below, subject
to any restrictions previously placed upon the New Contract Owner. Each New
Contract Owner may designate a Beneficiary(ies) for his or her respective share,
but that designated Beneficiary(ies) will be restricted to the Option chosen by
the original New Contract Owner.

The Options available to each New Contract Owner will be determined by the
applicable following Category in which the New Contract Owner is defined. An
Option will be deemed to have been chosen on the day we receive written
notification in a form satisfactory to us.

NEW CONTRACT OWNER CATEGORIES

CATEGORY 1. If your spouse (or Annuitant's spouse in the case of a grantor
trust-owned Contract) is the sole New Contract Owner of the entire Contract,
your spouse must choose from among the death settlement Options A, B, C, D, or E
described below. If he or she does not choose one of these Options, then Option
D will apply.

CATEGORY 2. If the New Contract Owner is a living person who is not your spouse
(or Annuitant's spouse in the case of a grantor trust-owned Contract), or there
is

47 PROSPECTUS

more than one New Contract Owner, all of whom are living persons, each New
Contract Owner must choose from among the death settlement Options A, B, C, or E
described below. If a New Contract Owner does not choose one of these Options,
then Option C will apply for that New Contract Owner.

CATEGORY 3. If there are one or more New Contract Owner(s) and at least one of
the New Contract Owners is a non-living person such as a corporation or a trust,
all New Contract Owners are considered to be non-living persons for purposes of
the death settlement options. Each New Contract Owner must choose death
settlement Option A or C described below. If a New Contract Owner does not
choose one of these Options, then Option C will apply for that New Contract
Owner.

The death settlement options we currently offer are:

OPTION A. The New Contract Owner may elect to receive the Death Proceeds in a
lump sum.

OPTION B. The New Contract Owner may elect to apply the Death Proceeds to one of
the Income Plans described above. Such income payments must begin within one
year of the date of death and must be payable:

.. Over the life of the New Contract Owner; or

.. For a guaranteed payment period of at least 5 years (60 months), but not to
exceed the life expectancy of the New Contract Owner; or

.. Over the life of the New Contract Owner with a guaranteed payment period of at
least 5 years (60 months), but not to exceed the life expectancy of the New
Contract Owner.

OPTION C. The New Contract Owner may elect to receive the Contract Value payable
within 5 years of the date of death. The Contract Value, as of the date we
receive the first Complete Request for Settlement, will be reset to equal the
Death Proceeds as of that date. Any excess amount of the Death Proceeds over the
Contract Value on that date will be allocated to the money market Variable
Sub-account unless the New Contract Owner provides other allocation
instructions.

The New Contract Owner may not make any additional purchase payments under this
option. Withdrawal charges will be waived for any withdrawals made during the
5-year period after the date of death; however, amounts withdrawn may be subject
to Market Value Adjustments. The New Contract Owner may exercise all rights set
forth in the Transfers provision.

If the New Contract Owner dies before the Contract Value is completely
withdrawn, the New Contract Owner's Beneficiary(ies) will receive the greater of
the remaining Settlement Value or the remaining Contract Value within 5 years of
the date of the original Contract Owner's death.

OPTION D. The New Contract Owner may elect to continue the Contract in the
Accumulation Phase. If the Contract Owner was also the Annuitant, then the New
Contract Owner will be the new Annuitant. This Option may only be exercised once
per Contract. The Contract Value, as of the date we receive the first Complete
Request for Settlement, will be reset to equal the Death Proceeds as of that
date.

Unless otherwise instructed by the continuing spouse, the excess, if any, of the
Death Proceeds over the Contract Value will be allocated to the Sub-accounts of
the Variable Account. This excess will be allocated in proportion to your
Contract Value in those Sub-accounts as of the end of the Valuation Date that we
receive the complete request for settlement except that any portion of this
excess attributable to the Fixed Account Options will be allocated to the money
market Variable Sub-account.

Within 30 days after the date we determine the Death Proceeds, the New Contract
Owner may transfer all or a portion of the excess of the Death Proceeds, if any,
into any combination of Variable Sub-accounts, the Standard Fixed Account and
the Market Value Adjusted Fixed Account without incurring a transfer fee. Any
such transfer does not count as one of the free transfers allowed each Contract
Year and is subject to any minimum allocation amount specified in this Contract.

The New Contract Owner may make a single withdrawal of any amount within one
year of the date of your death without incurring a Withdrawal Charge; however,
the amount withdrawn may be subject to a Market Value Adjustment and a 10% tax
penalty if the New Contract Owner is under age 59 1/2.

OPTION E. For Nonqualified Contracts, the New Contract Owner may elect to make
withdrawals at least annually of amounts equal to the "ANNUAL REQUIRED
DISTRIBUTION" calculated for each calendar year. The first such withdrawal must
occur within:

.. One year of the date of death;

.. The same calendar year as the date we receive the first Complete Request for
Settlement; and

.. One withdrawal frequency. The New Contract Owner must select the withdrawal
frequency (monthly, quarterly, semi-annual, or annual).

Once this option is elected and frequency of withdrawals is chosen, they cannot
be changed by the New Contract Owner and become irrevocable.

In the calendar year in which the Death Proceeds were determined, the ANNUAL
REQUIRED DISTRIBUTION is equal to the Death Proceeds divided by the "Life
Expectancy" of the New Contract Owner, and the result multiplied by a fraction
that represents the portion of the calendar year remaining after the date the
Death Proceeds were determined. The Life Expectancy in that calendar year is
equal to the life expectancy value from IRS Tables, based on the age of the New
Contract Owner as of his or her birthday in the same calendar year.

48 PROSPECTUS

In any subsequent calendar year, the Annual Required Distribution is equal to
the Contract Value as of December 31 of the prior year divided by the remaining
Life Expectancy of the New Contract Owner. In each calendar year after the year
in which the Death Proceeds were determined, the Life Expectancy of the Contract
Owner is the Life Expectancy calculated in the previous calendar year minus 1
year. If the Life Expectancy is less than 1, the Annual Required Distribution is
equal to the Contract Value.

If the New Contract Owner dies, the scheduled withdrawals will continue to be
paid to the New Contract Owner's Beneficiary(ies).

We reserve the right to offer additional death settlement options.

DEATH OF ANNUITANT
If the Annuitant dies prior to the Payout Start Date, then the surviving
Contract Owners will have the Options available to the New Contract Owner,
determined by the applicable following category in which the New Contract Owner
is defined, unless:

.. The Annuitant was also the Contract Owner, in which case the Death of Owner
provisions above apply; or

.. The Contract Owner is a grantor trust established by a living person, in which
case the Beneficiary(ies) will be deemed the New Contract Owners and the Death
of Contract Owner provisions above will apply.

SURVIVING CONTRACT OWNER CATEGORIES

CATEGORY 1. If the Owner is a living person, the Contract will continue in the
Accumulation Phase with a new Annuitant. The Contract Value will not be
increased by any excess of the Death Proceeds over the Contract Value as of the
date that we determine the value of the Death Proceeds.

The new Annuitant will be:

.. A person you name by written request, subject to the conditions described in
the Annuitant section of this Contract; otherwise,

.. The youngest Owner; otherwise,

.. The youngest Beneficiary.

CATEGORY 2. If the Owner is a corporation, trust, or other non-living person,
the Owner must choose between the following two options:

OPTION A. The Owner may elect to receive the Death Proceeds in a lump sum.

OPTION B. The Owner may elect to receive the Contract Value payable within 5
years of the Annuitant's date of death. Under this Option, the excess, if any,
of the Death Proceeds over the Contract Value, as of the date that we determine
the value of the Death Proceeds, will be added to the Contract Value. Unless
otherwise instructed by the Owner, this excess will be allocated to the money
market Variable Sub-account. During the 5 year period that follows the
Annuitant's date of death, the Owner may exercise all rights as set forth in the
Transfers section. Withdrawal Charges will be waived for any withdrawals made
during this 5 year period, however, the amount withdrawal may be subject to a
Market Value Adjustment.

No additional purchase payments may be added to the Contract under this section.
Withdrawal Charges will be waived for any withdrawals made during this 5 year
period.

We reserve the right to offer additional death settlement options.

QUALIFIED CONTRACTS

The death settlement options for qualified plans, including IRAs, may be
different to conform with the individual tax requirements of each type of
qualified plan. Please refer to your Endorsement for IRA plans, if applicable,
for additional information on your death settlement options. In the case of
certain qualified plans, the terms of the plans may govern the right to
benefits, regardless of the terms of the Contract.

SPOUSAL PROTECTION BENEFIT (CO-ANNUITANT) OPTION AND DEATH OF CO-ANNUITANT

We offer a Spousal Protection Benefit (Co-Annuitant) Option that may be added to
your Contract subject to the following conditions:

.. The individually owned Contract must be either a traditional, Roth, or
Simplified Employee Pension IRA.

.. The Contract Owner's spouse must be the sole Primary Beneficiary of the
Contract and will be the named Co-Annuitant.

.. Both the Contract Owner and the Co-Annuitant must be age 79 or younger on the
Rider Application Date.

.. The option may only be added when we issue the Contract or within 6 months of
the Contract Owner's marriage. We may require proof of marriage in a form
satisfactory to us.

Under the Spousal Protection Benefit Option, the Co-Annuitant will be considered
to be an Annuitant under the Contract during the Accumulation Phase except that
the Co-Annuitant will not be considered to be an Annuitant for purposes of
determining the Payout Start Date and the "Death of Annuitant" provision of your
Contract does not apply on the death of the Co-Annuitant.

You may change the Co-Annuitant to a new spouse only if you provide proof of
remarriage in a form satisfactory to us. Once we accept a change, the change
will take effect on the date you signed the request. Each change is subject to
any payment we make or other action we take before

49 PROSPECTUS

we accept it. At any time, there may only be one Co-Annuitant under your
Contract.

There is currently no charge for this option. We reserve the right to assess a
mortality and expense risk charge in the future, however it will never exceed
0.15%. Once this option is added to your Contract, we guarantee that we will not
increase what we charge you for this option.

You may terminate this option at any time by written notice in a form
satisfactory to us. The option will terminate and the corresponding mortality
and expense risk charge will cease on the earliest of the following to occur:

.. upon the death of the Co-Annuitant (as of the date we determine the Death
Proceeds);

.. upon the death of the Contract Owner (as of the date we determine the Death
Proceeds);

.. on the date the Contract is terminated; or

.. on the Payout Start Date.

Once terminated, a new Spousal Protection Benefit Option cannot be added to the
Contract.

DEATH OF CO-ANNUITANT. If the Co-Annuitant dies prior to the Payout Start Date,
subject to the following conditions, the Contract will be continued according to
Option D under the "Death of Owner" provision of your Contract:

.. The Co-Annuitant must have been your legal spouse on the date of his or her
death; and

.. Option D of the "Death of Owner" provision of your Contract has not previously
been exercised.

The Contract may only be continued once under Option D under the "Death of
Owner" provision. For a description of Option D, see the "Death of Owner"
section of this prospectus.

MORE INFORMATION
- --------------------------------------------------------------------------------

LINCOLN BENEFIT LIFE COMPANY
Lincoln Benefit is the issuer of the Contract. Lincoln Benefit is a stock life
insurance company organized under the laws of the state of Nebraska in 1938. Our
legal domicile and principal business address is 2940 South 84th Street,
Lincoln, Nebraska. Lincoln Benefit is a wholly-owned subsidiary of Allstate Life
Insurance Company ("Allstate Life"), a stock life insurance company incorporated
under the laws of the State of Illinois. Allstate Life is a wholly-owned
subsidiary of Allstate Insurance Company ("Allstate"), a stock
property-liability insurance company incorporated under the laws of Illinois.
All outstanding capital stock of Allstate is owned by The Allstate Corporation.

We are authorized to conduct life insurance and annuity business in the District
of Columbia, Guam, U.S. Virgin Islands and all states except New York. We will
market the Contract everywhere we conduct variable annuity business. The
Contracts offered by this prospectus are issued by us and will be funded in the
Variable Account and/or the Fixed Account.

Under our reinsurance agreement with Allstate Life, substantially all contract
related transactions are transferred to Allstate Life and substantially all of
the assets backing our reinsured liabilities are owned by Allstate Life.
Accordingly, the results of operations with respect to applications received
and contracts issued by Lincoln Benefit are not reflected in our financial
statements. The amounts reflected in our financial statements relate only to the
investment of those assets of Lincoln Benefit that are not transferred to
Allstate Life under the reinsurance agreement. These assets represent our
general account and are invested and managed by Allstate Life. While the
reinsurance agreement provides us with financial backing from Allstate Life, it
does not create a direct contractual relationship between Allstate Life and you.

Under the Company's reinsurance agreements with Allstate Life, the Company
reinsures all reserve liabilities with Allstate Life except for variable
contracts. The Company's variable Contract assets and liabilities are held in
legally-segregated, unitized separate accounts and are retained by the Company.
However, the transactions related to such variable contracts such as premiums,
expenses and benefits are transferred to Allstate Life.

Lincoln Benefit is highly rated by independent agencies, including A.M. Best,
Moody's, and Standard & Poor's. These ratings are based on our reinsurance
agreement with Allstate Life, and reflect financial soundness and strong
operating performance. The ratings are not intended to reflect the financial
strength or investment experience of the Variable Account. We may from time to
time advertise these ratings in our sales literature.

VARIABLE ACCOUNT
Lincoln Benefit Life Variable Annuity Account was originally established in
1992, as a segregated asset account of Lincoln Benefit. The Variable Account
meets the definition of a "separate account" under the federal securities laws
and is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. The SEC does not supervise the management of the Variable
Account or Lincoln Benefit.

We own the assets of the Variable Account, but we hold them separate from our
other assets. To the extent that these assets are attributable to the Contract
Value of the Contracts offered by this prospectus, these assets are not
chargeable with liabilities arising out of any other business we may conduct.
Income, gains, and losses, whether or not realized, from assets allocated to
the

50 PROSPECTUS

Variable Account are credited to or charged against the Variable Account without
regard to our other income, gains, or losses. Our obligations arising under the
Contracts are general corporate obligations of Lincoln Benefit.

The Variable Account is divided into Sub-accounts. The assets of each
Sub-account are invested in the shares of one of the Portfolios. We do not
guarantee the investment performance of the Variable Account, its Sub-accounts
or the Portfolios. Values allocated to the Variable Account and the amount of
Variable Annuity payments will rise and fall with the values of shares of the
Portfolios and are also reduced by Contract charges. We may also use the
Variable Account to fund our other annuity contracts. We will account separately
for each type of annuity contract funded by the Variable Account.

We have included additional information about the Variable Account in the
Statement of Additional Information. You may obtain a copy of the Statement of
Additional Information by writing to us or calling us at 1-800-865-5237. We have
reproduced the Table of Contents of the Statement of Additional Information on
page 36.

THE PORTFOLIOS

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all
dividends and capital gains distributions from the Portfolios in shares of the
distributing Portfolios at their net asset value.

VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote
the shares of the Portfolios held by the Variable Sub-accounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Portfolios that we
hold directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract Owners entitled to give such
instructions.

As a general rule, before the Payout Start Date, the Contract Owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-account by
the net asset value per share of the corresponding Portfolio as of the record
date of the meeting. After the Payout Start Date the person receiving income
payments has the voting interest. The payee's number of votes will be determined
by dividing the reserve for such Contract allocated to the applicable
Sub-account by the net asset value per share of the corresponding Portfolio.
Generally, the votes decrease as income payments are made and as the reserves
for the Contract decrease.

We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted upon on a pro-rata basis to reduce the votes
eligible to be cast.

We reserve the right to vote Portfolio shares as we see fit without regard to
voting instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.

CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer
available for investment by the Variable Account or if, in our judgment, further
investment in such shares is no longer desirable in view of the purposes of the
Contract, we may eliminate that Portfolio and substitute shares of another
eligible investment fund. Any substitution of securities will comply with the
requirements of the Investment Company Act of 1940. We also may add new Variable
Sub-accounts that invest in additional underlying funds. We will notify you in
advance of any change.

CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate
accounts underlying both variable life insurance and variable annuity contracts.
It is conceivable that in the future it may be unfavorable for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the same Portfolio. The board of directors/trustees of the Funds will monitor
eventsfor possible conflicts among separate accounts buying shares of the
Portfolios. Conflicts could develop for a variety of reasons. For example,
differences in treatment under tax and other laws or the failure by a separate
account to comply with such laws could cause a conflict. To eliminate a
conflict, the Fund's board of directors/trustees may require a separate account
to withdraw its participation in a Portfolio. A Portfolio's net asset value
could decrease if it had to sell investment securities to pay redemption
proceeds to a separate account withdrawing because of a conflict.

THE CONTRACTS

DISTRIBUTION. The Contracts described in this prospectus are sold by registered
representatives of broker-dealers who are our licensed insurance agents, either
individually or through an incorporated insurance agency. Commissions paid to
broker-dealers may vary, but we estimate that the total commissions paid on all
Contract sales will not exceed 8.5% of all Purchase Payments (on a present value
basis). From time to time, we may pay or permit other promotional incentives in
cash, credit, or other compensation. The commission is intended to cover
distribution expenses. Contracts may be sold by representatives or employees of
banks.

ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154
serves as distributor of the Contracts. ALFS, an affiliate of Lincoln Benefit,
is a

51 PROSPECTUS

wholly owned subsidiary of Allstate Life Insurance Company. ALFS is registered
as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is
a member of the National Association of Securities Dealers, Inc.

Lincoln Benefit does not pay ALFS a commission for distribution of the
Contracts. The underwriting agreement with ALFS provides that we will reimburse
ALFS for expenses incurred in distributing the Contracts, including liability
arising out of services we provide on the Contracts.

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts and the Variable Account. Our mailing address is P.O. Box 80469,
Lincoln, Nebraska 68501-0469.

We provide the following administrative services, among others: issuance of the
Contracts; maintenance of Contract Owner records; Contract Owner services;
calculation of unit values; maintenance of the Variable Account; and preparation
of Contract Owner reports.

We will send you Contract statements and transaction confirmations at least
quarterly. You should notify us promptly in writing of any address change. You
should read your statements and confirmations carefully and verify their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we will
make the adjustment as of the date that we receive notice of the potential
error.

We will also provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

TAX QUALIFIED PLANS
If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.

LEGAL MATTERS
All matters of Nebraska law pertaining to the Contract, including the validity
of the Contract and our right to issue the Contract under Nebraska law, have
been passed upon by William F. Emmons, Vice President, Assistant General Counsel
and Assistant Secretary of Lincoln Benefit. Legal matters relating to the
federal securities laws in connection with the Contracts described in this
prospectus are being passed upon by the law firm of Jorden Burt LLP, 1025 Thomas
Jefferson St., East Lobby-Suite 400, Washington, D.C. 20007-0805.

52 PROSPECTUS

TAXES
- --------------------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. LINCOLN
BENEFIT MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

TAXATION OF LINCOLN BENEFIT LIFE
COMPANY
Lincoln Benefit is taxed as a life insurance company under Part I of Subchapter
L of the Tax Code (the "Code"). Since the Variable Account is not an entity
separate from Lincoln Benefit, and its operations form a part of Lincoln

Benefit, it will not be taxed separately. Investment income and realized capital
gains of the Variable Account are automatically applied to increase reserves
under the Contract. Under existing federal income tax law, Lincoln

Benefit believes that the Variable Account investment income and capital gains
will not be taxed to the extent that such income and gains are applied to
increase the reserves under the Contract. Accordingly, Lincoln

Benefit does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account, and therefore Lincoln Benefit does not
intend to make provisions for any such taxes. If Lincoln Benefit is taxed on
investment income or capital gains of the Variable

Account, then Lincoln Benefit may impose a charge against the Variable Account
in order to make provision for such taxes.

TAXATION OF VARIABLE ANNUITIES IN GENERAL

TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

.. the Contract Owner is a natural person,

.. the investments of the Variable Account are "adequately diversified" according
to Treasury Department regulations, and

.. Lincoln Benefit is considered the owner of the Variable Account assets for
federal income tax purposes.

NON-NATURAL OWNERS. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
does not enjoy tax deferral and is taxed as ordinary income received or accrued
by the owner during the taxable year.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE. There are several exceptions to the
general rule that annuity contracts held by a non-natural owner are not treated
as annuity contracts for federal income tax purposes. Contracts will generally
be treated as held by a natural person if the nominal owner is a trust or other
entity which holds the contract as agent for a natural person. However, this
special exception will not apply in the case of an employer who is the nominal
owner of an annuity contract under a non-Qualified deferred compensation
arrangement for its employees. Other exceptions to the non-natural owner rule
are: (1) contracts acquired by an estate of a decedent by reason of the death of
the decedent; (2) certain qualified contracts; (3) contracts purchased by
employers upon the termination of certain qualified plans; (4) certain contracts
used in connection with structured settlement agreements; and (5) immediate
annuity contracts, purchased with a single premium, when the annuity starting
date is no later than a year from purchase of the annuity and substantially
equal periodic payments are made, not less frequently than annually, during the
annuity period.

GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered
owned by a non-natural owner. Grantor trust owned contracts receive tax deferral
as described in the Exceptions To The Non-Natural Owner Rule section.
In accordance with the Tax Code, upon the death of the annuitant, the death
benefit must be paid. According to your Contract, the Death Benefit is paid to
the beneficiary. A trust named beneficiary, including a grantor trust, has two
options for receiving any death benefits: 1) a lump sum payment, or 2) payment
deferred up to five years from date of death.

DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"adequately diversified" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract owner during the taxable
year. Although Lincoln Benefit does not have control over the Portfolios or
their investments, we expect the Portfolios to meet the diversification
requirements.

OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be considered
the owner of separate account assets if he possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. At the time the diversification regulations were issued, the Treasury
Department announced that the regulations do not provide guidance concerning
circumstances in which investor control of the separate account investments may
cause a Contract

53 PROSPECTUS

owner to be treated as the owner of the separate account. The Treasury
Department also stated that future guidance would be issued regarding the extent
that owners could direct sub-account investments without being treated as owners
of the underlying assets of the separate account.

Your rights under the Contract are different than those described by the IRS in
private and published rulings in which it found that Contract owners were not
owners of separate account assets. For example, if your contract offers more
than twenty (20) investment alternatives you have the choice to allocate
premiums and contract values among a broader selection of investment
alternatives than described in such rulings. You may be able to transfer among
investment alternatives more frequently than in such rulings. These differences
could result in you being treated as the owner of the Variable Account. If this
occurs, income and gain from the Variable Account assets would be includible in
your gross income. Lincoln

Benefit does not know what standards will be set forth in any regulations or
rulings which the Treasury Department may issue. It is possible that future
standards announced by the Treasury Department could adversely affect the tax
treatment of your Contract. We reserve the right to modify the Contract as
necessary to attempt to prevent you from being considered the federal tax owner
of the assets of the Variable Account. However, we make no guarantee that such
modification to the Contract will be successful.

TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal under
a Non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a full withdrawal
under a Non-Qualified Contract, the amount received will be taxable only to the
extent it exceeds the investment in the Contract.

TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity
payments received from a Non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the Contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If any variable payment is less than the excludable amount you should
contact a competent tax advisor to determine how to report any unrecovered
investment. The federal tax treatment of annuity payments is unclear in some
respects. As a result, if the IRS should provide further guidance, it is
possible that the amount we calculate and report to the IRS as taxable could be
different. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.

TAXATION OF LEVEL MONTHLY VARIABLE ANNUITY PAYMENTS. You may have an option to
elect a variable income payment stream consisting of level monthly payments that
are recalculated annually. Although we will report your levelized payments to
the IRS in the year distributed, it is possible the IRS could determine that
receipt of the first monthly payout of each annual amount is constructive
receipt of the entire annual amount. If the IRS were to take this position, the
taxable amount of your levelized payments would be accelerated to the time of
the first monthly payout and reported in the tax year in which the first monthly
payout is received.

WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding
the taxation of any additional withdrawal received after the Payout Start Date.
It is possible that a greater or lesser portion of such a payment could be
taxable than the amount we determine.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

.. if any Contract Owner dies on or after the Payout Start Date but before the
entire interest in the Contract has been distributed, the remaining portion of
such interest must be distributed at least as rapidly as under the method of
distribution being used as of the date of the Contract Owner's death;

.. if any Contract Owner dies prior to the Payout Start Date, the entire interest
in the Contract will be distributed within 5 years after the date of the
Contract Owner's death. These requirements are satisfied if any portion of the
Contract Owner's interest that is payable to (or for the benefit of) a
designated Beneficiary is distributed over the life of such Beneficiary (or
over a period not extending beyond the life expectancy of the Beneficiary) and
the distributions begin within 1 year of the Contract Owner's death. If the
Contract Owner's designated Beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse as the
new Contract Owner.

.. if the Contract Owner is a non-natural person, then the Annuitant will be
treated as the Contract Owner for purposes of applying the distribution at
death rules. In addition, a change in the Annuitant on a Contract owned by a
non-natural person will be treated as the death of the Contract Owner.

54 PROSPECTUS

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in
income as follows:

.. if distributed in a lump sum, the amounts are taxed in the same manner as a
full withdrawal, or

.. if distributed under an Income Plan, the amounts are taxed in the same manner
as annuity payments.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or becoming totally disabled,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made under an immediate annuity, or

.. attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other material modification of the payment stream would violate
the requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 59 1/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. A material modification does not include
permitted changes described in published IRS rulings. You should consult a
competent tax advisor prior to creating or modifying a substantially equal
periodic payment stream.

TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is
a tax-free exchange of a non-qualified life insurance contract, endowment
contract or annuity contract into a non-Qualified annuity contract. The contract
owner(s) must be the same on the old and new contract. Basis from the old
contract carries over to the new contract so long as we receive that information
from the relinquishing company. If basis information is never received, we will
assume that all exchanged funds represent earnings and will allocate no cost
basis to them.

PARTIAL EXCHANGES

The IRS has issued a ruling that permits partial exchanges of annuity contracts.
Under this ruling, if you take a withdrawal from a receiving or relinquishing
annuity contract within 24 months of the partial exchange, then special
aggregation rules apply for purposes of determining the taxable amount of a
distribution. The IRS has issued limited guidance on how to aggregate and report
these distributions. The IRS is expected to provide further guidance, as a
result, it is possible that the amount we calculate and report to the IRS as
taxable could be different.

TAXATION OF OWNERSHIP CHANGES. If you transfer a non-Qualified Contract without
full and adequate consideration to a person other than your spouse (or to a
former spouse incident to a divorce), you will be taxed on the difference
between the Contract Value and the investment in the Contract at the time of
transfer. Any assignment or pledge (or agreement to assign or pledge) of the
Contract Value is taxed as a withdrawal of such amount or portion and may also
incur the 10% penalty tax.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified
deferred annuity contracts issued by Lincoln Benefit (or its affiliates) to the
same Contract Owner during any calendar year be aggregated and treated as one
annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING
Generally, Lincoln Benefit is required to withhold federal income tax at a rate
of 10% from all non-annuitized distributions. The customer may elect out of
withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Lincoln Benefit is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. If no U.S. taxpayer identification number is
provided, we will automatically withhold using single with zero exemptions as
the default. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

55 PROSPECTUS

eliminated if covered by an income tax treaty between the U.S. and the
non-resident alien's country of residence if the payee provides a U.S. taxpayer
identification number on a completed Form W-8BEN. A U.S. taxpayer identification
number is a social security number or an individual taxpayer identification
number ("ITIN"). ITINs are issued by the IRS to non-resident alien individuals
who are not eligible to obtain a social security number. The U.S. does not have
a tax treaty with all countries nor do all tax treaties provide an exclusion or
lower withholding rate for annuities.

TAX QUALIFIED CONTRACTS
The income on qualified plan and IRA investments is tax deferred, and the income
on variable annuities held by such plans does not receive any additional tax
deferral. You should review the annuity features, including all benefits and
expenses, prior to purchasing a variable annuity in a qualified plan or IRA.
Contracts may be used as investments with certain qualified plans such as:

.. Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
Code;

.. Roth IRAs under Section 408A of the Code;

.. Simplified Employee Pension Plans under Section 408(k) of the Code;

.. Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section
408(p) of the Code;

.. Tax Sheltered Annuities under Section 403(b) of the Code;

.. Corporate and Self Employed Pension and Profit Sharing Plans under Sections
401 and 403; and

.. State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Section 457.

Lincoln Benefit reserves the right to limit the availability of the Contract for
use with any of the Qualified Plans listed above or to modify the Contract to
conform with tax requirements.

The tax rules applicable to participants in such qualified plans vary according
to the type of plan and the terms and conditions of the plan itself. Adverse tax
consequences may result from certain transactions such as excess contributions,
premature distributions, and, distributions that do not conform to specified
commencement and minimum distribution rules. Lincoln Benefit can issue an
individual retirement annuity on a rollover or transfer of proceeds from a
decedent's IRA or Qualified Plan under which the decedent's surviving spouse is
the beneficiary. Lincoln Benefit does not offer an individual retirement annuity
that can accept a transfer of funds for any other, non-spousal, beneficiary of a
decedent's IRA or Qualified Plan.

In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED QUALIFIED CONTRACT. If you
make a partial withdrawal under a Qualified Contract other than a Roth IRA, the
portion of the payment that bears the same ratio to the total payment that the
investment in the Contract (i.e., nondeductible IRA contributions, after tax
contributions to qualified plans) bears to the Contract Value, is excluded from
your income. We do not keep track of nondeductible contributions, and all tax
reporting of distributions from Qualified Contracts other than Roth IRAs will
indicate that the distribution is fully taxable.

"Qualified distributions" from Roth IRAs are not included in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to any Roth IRA and which
are:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made to a beneficiary after the Contract Owner's death,

.. attributable to the Contract Owner being disabled, or

.. made for a first time home purchase (first time home purchases are subject to
a lifetime limit of $10,000).

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. All tax reporting of distributions from Roth
IRAs will indicate that the taxable amount is not determined.

REQUIRED MINIMUM DISTRIBUTIONS. Generally, qualified plans require minimum
distributions upon reaching age 70 1/2. Failure to withdraw the required minimum
distribution will result in a 50% tax penalty on the shortfall not withdrawn
from the Contract. Not all income plans offered under the Contract satisfy the
requirements for minimum distributions. Because these distributions are required
under the Code and the method of calculation is complex, please see a competent
tax advisor.

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA)
may not invest in life insurance contracts. However, an IRA may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or the Contract Value. We believe that the
Death Benefits offered by your Contract do not constitute life insurance under
these regulations.

56 PROSPECTUS

It is also possible that certain death benefits that offer enhanced earnings
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in current taxable income to a Contract
owner. In addition, there are limitations on the amount of incidental death
benefits that may be provided under qualified plans, such as in connection with
a 403(b) plan.

Lincoln Benefit reserves the right to limit the availability of the Contract for
use with any of the qualified plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM QUALIFIED CONTRACTS. A 10% penalty
tax applies to the taxable amount of any premature distribution from a Qualified
Contract. The penalty tax generally applies to any distribution made prior to
the date you attain age 59 1/2. However, no penalty tax is incurred on
distributions:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or total disability,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made pursuant to an IRS levy,

.. made for certain medical expenses,

.. made to pay for health insurance premiums while unemployed (applies only for
IRAs),

.. made for qualified higher education expenses (applies only for IRAs), and

.. made for a first time home purchase (up to a $10,000 lifetime limit and
applies only for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON QUALIFIED CONTRACTS. With respect to
Qualified Contracts using substantially equal periodic payments as an exception
to the penalty tax on premature distributions, any additional withdrawal or
other material modification of the payment stream would violate the requirement
that payments must be substantially equal. Failure to meet this requirement
would mean that the income portion of each payment received prior to the later
of 5 years or the taxpayer's attaining age 59 1/2 would be subject to a 10%
penalty tax unless another exception to the penalty tax applied. The tax for the
year of the modification is increased by the penalty tax that would have been
imposed without the exception, plus interest for the years in which the
exception was used. A material modification does not include permitted changes
described in published IRS rulings. You should consult a competent tax advisor
prior to creating or modifying a substantially equal periodic payment stream.

INCOME TAX WITHHOLDING ON QUALIFIED CONTRACTS. Generally, Lincoln Benefit is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "eligible rollover distributions." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory. Lincoln Benefit is
required to withhold federal income tax at a rate of 20% on all "eligible
rollover distributions" unless you elect to make a "direct rollover" of such
amounts to an IRA or eligible retirement plan. Eligible rollover distributions
generally include all distributions from Qualified Contracts, excluding IRAs,
with the exception of:

.. required minimum distributions, or,

.. a series of substantially equal periodic payments made over a period of at
least 10 years, or,

.. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

.. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Lincoln Benefit is required to withhold federal income tax using
the wage withholding rates. The customer may elect out of withholding by
completing and signing a withholding election form. If no election is made, we
will automatically withhold using married with three exemptions as the default.
If no U.S. taxpayer identification number is provided, we will automatically
withhold using single with zero exemptions as the default. In certain states, if
there is federal withholding, then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

Generally, Section 1441 of the Code provides that Lincoln Benefit as a
withholding agent must withhold 30% of the taxable amounts paid to a
non-resident alien. A non-resident alien is someone other than a U.S. citizen or
resident alien. Withholding may be reduced or eliminated if covered by an income
tax treaty between the U.S. and the non-resident alien's country of residence if
the payee provides a U.S. taxpayer identification number on a completed Form
W-8BEN. A U.S. taxpayer identification number is a social security number or an
individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS
to non-resident alien individuals who are not eligible to obtain a social
security

57 PROSPECTUS

number. The U.S. does not have a tax treaty with all countries nor do all tax
treaties provide an exclusion or lower withholding rate for annuities.

INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject
to limitations on the amount that can be contributed and on the time when
distributions may commence. Certain distributions from other types of qualified
plans may be "rolled over" on a tax-deferred basis into an Individual Retirement
Annuity.

ROTH INDIVIDUAL RETIREMENT ANNUITIES. Section 408A of the Code permits eligible
individuals to make nondeductible contributions to an individual retirement
program known as a Roth Individual Retirement Annuity. Roth Individual
Retirement Annuities are subject to limitations on the amount that can be
contributed and on the time when distributions may commence.

Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The income portion of a conversion or rollover distribution is taxable
currently, but is exempted from the 10% penalty tax on premature distributions.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL
IRAS)

Internal Revenue Code Section 408 permits a custodian or trustee of an
Individual Retirement Account to purchase an annuity as an investment of the
Individual Retirement Account. If an annuity is purchased inside of an
Individual Retirement Account, then the Annuitant must be the same person as the
beneficial owner of the Individual Retirement Account.

Generally, the death benefit of an annuity held in an Individual Retirement
Account must be paid upon the death of the Annuitant. However, in most states,
the Contract permits the custodian or trustee of the Individual Retirement
Account to continue the Contract in the accumulation phase, with the Annuitant's
surviving spouse as the new Annuitant, if the following conditions are met:

1) The custodian or trustee of the Individual Retirement Account is the owner of
the annuity and has the right to the death proceeds otherwise payable under
the annuity contract;

2) The deceased Annuitant was the beneficial owner of the Individual Retirement
Account;

3) We receive a complete request for settlement for the death of the Annuitant;
and

4) The custodian or trustee of the Individual Retirement Account provides us
with a signed certification of the following:

(a) The Annuitant's surviving spouse is the sole beneficiary of the Individual
Retirement Account;

(b) The Annuitant's surviving spouse has elected to continue the Individual
Retirement Account as his or her own Individual Retirement Account; and

(c) The custodian or trustee of the Individual Retirement Account has
continued the Individual Retirement Account pursuant to the surviving spouse's
election.

SIMPLIFIED EMPLOYEE PENSION PLANS. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to the individual retirement annuities. Employers intending to use the
Contract in connection with such plans should seek competent tax advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS). Sections 408(p) and
401(k) of the Code allow eligible employers with 100 or fewer employees to
establish SIMPLE retirement plans for their employees. SIMPLE plans may be
structured as a SIMPLE retirement account using an IRA or as a Section 401(k)
qualified cash or deferred arrangement. In general, a SIMPLE plan consists of a
salary deferral program for eligible employees and matching or nonelective
contributions made by employers. Employers intending to use the Contract in
conjunction with SIMPLE plans should seek competent tax and legal advice.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

TAX SHELTERED ANNUITIES. Section 403(b) of the Code provides tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. Under Section 403(b), any contract used for a 403(b) plan must
provide that distributions attributable to salary reduction contributions made
after 12/31/88, and all earnings on salary reduction contributions, may be made
only on or after the date the employee:

.. attains age 59 1/2,

.. separates from service,

.. dies,

.. becomes disabled, or

.. incurs a hardship (earnings on salary reduction contributions may not be
distributed on account of hardship).

These limitations do not apply to withdrawals where Lincoln Benefit is directed
to transfer some or all of the Contract Value to another 403(b) plan.
Generally, we do

58 PROSPECTUS

not accept Employee Retirement Income Security Act of 1974 (ERISA) funds in
403(b) contracts.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS. Sections 401(a)
and 403(a) of the Code permit corporate employers to establish various types of
tax favored retirement plans for employees. Self-employed individuals may
establish tax favored retirement plans for themselves and their employees. Such
retirement plans (commonly referred to as "H.R.10" or "Keogh") may permit the
purchase of annuity contracts.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED COMPENSATION

PLANS. Section 457 of the Code permits employees of state and local governments
and tax-exempt organizations to defer a portion of their compensation without
paying current taxes. The employees must be participants in an eligible deferred
compensation plan. In eligible governmental plans, all assets and income must be
held in a trust/ custodial account/annuity contract for the exclusive benefit of
the participants and their beneficiaries. To the extent the Contracts are used
in connection with a non-governmental eligible plan, employees are considered
general creditors of the employer and the employer as owner of the Contract has
the sole right to the proceeds of the Contract. Under eligible 457 plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan.

ANNUAL REPORTS AND OTHER DOCUMENTS
- --------------------------------------------------------------------------------

Lincoln Benefit's annual report on Form 10-K for the year ended December 31,
2002, is incorporated herein by reference, which means that it is legally a part
of this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Securities Exchange Act of 1934 are also incorporated herein by
reference, which means that they also legally become a part of this prospectus.

Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0000910739. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of the site is http:// www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at Lincoln Benefit Life Company, PO Box 80469, Lincoln,
Nebraska, 68501-0469 or 800-865-5237.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

We may advertise the performance of the Variable Sub-accounts, including yield
and total return information. Total return represents the change, over a
specified period of time, in the value of an investment in a Variable
Sub-account after reinvesting all income distributions. Yield refers to the
income generated by an investment in a Variable Sub-account over a specified
period.

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect insurance charges, administrative expense
charges, withdrawal charges, contract maintenance charges and the Credit
Enhancement for CONSULTANT SOLUTIONS PLUS CONTRACTS.

Performance advertisements also may include total return figures that reflect
the deduction of insurance charges, but not withdrawal charges. However, any
total return figures that reflect the Credit Enhancement will also reflect
applicable withdrawal charges to the extent required. The deduction of such
charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.

Performance information for periods prior to the inception date of the Variable
Sub-accounts will be based on the historical performance of the corresponding
Portfolios for the periods beginning with the inception dates of the Portfolios
and adjusted to reflect current Contract expenses. You should not interpret
these figures to reflect actual historical performance of the Variable Account.

We may include in advertising and sales materials tax deferred compounding
charts and other hypothetical

59 PROSPECTUS

illustrations that compare currently taxable and tax deferred investment
programs based on selected tax brackets. Our advertisements also may compare the
performance of our Variable Sub-accounts with: (a) certain unmanaged market
indices, including but not limited to the Dow Jones Industrial Average, the
Standard & Poor's 500, and the Shearson Lehman Bond Index; and/or (b) other
management investment companies with investment objectives similar to the
underlying funds being compared. In addition, our advertisements may include the
performance ranking assigned by various publications, including the Wall Street
Journal, Forbes, Fortune, Money, Barron's, Business Week, USA Today, and
statistical services, including Lipper Analytical Services Mutual Fund Survey,
Lipper Annuity and Closed End Survey, the Variable Annuity Research Data Survey,
and SEI.

60 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Additions, Deletions, or Substitutions of Investments
- --------------------------------------------------------------------------------
The Contracts
- --------------------------------------------------------------------------------
Performance Information
- --------------------------------------------------------------------------------
Calculation of Accumulation Unit Values
- --------------------------------------------------------------------------------
Calculation of Variable Income Payments
- --------------------------------------------------------------------------------
General Matters
- --------------------------------------------------------------------------------
Experts
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Financial Statements
- --------------------------------------------------------------------------------
Appendix A
- --------------------------------------------------------------------------------
Appendix B
- --------------------------------------------------------------------------------
Appendix C
- --------------------------------------------------------------------------------
Appendix D
- --------------------------------------------------------------------------------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE
ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

61 PROSPECTUS

APPENDIX A
CONTRACT COMPARISON CHART

FEATURE CLASSIC PLUS ELITE SELECT
- ----------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------

up to 5% depending on
issue age and amount
Credit Enhancement None of None None
purchase payments
- ----------------------------------------------------------------------------------------------------------------
Mortality and Expense
Risk Charge 1.25% 1.45% 1.60% 1.70%
(Base Contract)
- ----------------------------------------------------------------------------------------------------------------
Withdrawal Charge 7/ 7/ 6/ 5/ 4/ 3/ 2 8.5/ 8.5/ 8.5/ 7.5/
(% of purchase payment) 6.5/ 5.5/ 4/2.5 7/ 6/ 5 None

- ----------------------------------------------------------------------------------------------------------------
Withdrawal Charge Confinement, Terminal Confinement, Terminal Confinement, Terminal N/A
Waivers Illness, Unemployment Illness, Unemployment Illness, Unemployment
- ----------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

The Fixed Account Options available depend on the type of Contract you have
purchased and the state in which your Contract was issued. The following tables
summarize the availability of the Fixed Account Options in general. Please check
with your representative for specific details for your state.

DCA FIXED ACCOUNT OPTION*
- ----------------------------------------------------------------------------------
CLASSIC PLUS ELITE SELECT

----------------------------------------------------------------

TRANSFER PERIODS 6-month 6-month 6-month N/A

- ----------------------------------------------------------------------------------
12-month 12-month 12-month N/A
----------------------------------------------------------------

STANDARD FIXED ACCOUNT OPTION (NOT AVAILABLE IN ALL STATES)**
- -----------------------------------------------------------------------------------
CLASSIC PLUS ELITE SELECT

----------------------------------------------------------------

GUARANTEE PERIODS 1-year N/A N/A N/A
- -----------------------------------------------------------------------------------
N/A N/A N/A N/A
----------------------------------------------------------------
N/A N/A N/A N/A
----------------------------------------------------------------
N/A N/A N/A N/A
----------------------------------------------------------------

MVA FIXED ACCOUNT OPTION (NOT AVAILABLE IN ALL STATES)***
- ---------------------------------------------------------------------------------------------
CLASSIC PLUS ELITE SELECT

- ---------------------------------------------------------------------------------------------

1-year 1-year 1-year 1-year
--------------------------------------------------------------------------
GUARANTEE PERIODS 3-year 3-year 3-year 3-year
- ---------------------------------------------------------------------------------------------
5-year 5-year 5-year 5-year
--------------------------------------------------------------------------
7-year 7-year 7-year 7-year
--------------------------------------------------------------------------
10-year 10-year 10-year 10-year
--------------------------------------------------------------------------

*
At the time you allocate a purchase payment to the DCA Fixed Account Option,
if you do not specify the term length over which the transfers are to take
place, the default transfer period will be 6 months for the 6-month option
and 12 months for the 12 month option.

**May be available only in states where the MVA Fixed Account Option is not
offered.

*** Not available in states where the Standard Fixed Account Options are
offered.

62 PROSPECTUS

APPENDIX B - MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the term length of the Guarantee
Period for the week preceding the establishment of the Market Value
Adjusted Fixed Guarantee Period Account;

J = the Treasury Rate for a maturity equal to the term length of the Market
Value Adjusted Fixed Guarantee Period Account for the week preceding the
date amounts are transferred or withdrawn from the Market Value Adjusted
Fixed Guarantee Period Account, the date we determine the Death Proceeds,
or the Payout Start Date, as the case may be ("Market Value Adjustment
Date").

N = the number of whole and partial years from the Market Value Adjustment Date
to the expiration of the term length of the Market Value Adjusted Fixed
Guarantee Period Account.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported
in Federal Reserve Bulletin Release H.15. If such yields cease to be available
in Federal Reserve Bulletin Release H.15, then we will use an alternate source
for such information in our discretion.

The Market Value Adjustment factor is determined from the following formula:

.9 X [I-(J + .0025)] X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn, paid as Death Proceeds,
or applied to an Income Plan from a Market Value Adjusted Fixed Guarantee Period
Account at any time other than during the 30 day period after such Guarantee
Period Account expires. NOTE: These examples assume that premium taxes are not
applicable.

EXAMPLES OF MARKET VALUE ADJUSTMENT

Purchase Payment: $10,000 allocated to a Market Value Adjusted Fixed Guarantee
Period Account
Guarantee Period: 5 years
Interest Rate: 4.50%
Full Withdrawal: End of Contract Year 3
Contract: Consultant Solutions Classic*

EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)

Step 1: Calculate Contract Value at = $10,000.00 X (1.045) /3/ = $11,411.66
End of Contract Year 3:
Step 2: Calculate the Free = .15 X $10,000 = $1500
Withdrawal Amount:
Step 3: Calculate the Withdrawal = .06 X ($10,000 - $1,500) = $510
Charge:
Step 4: Calculate the Market Value I = 4.50%
Adjustment: J = 4.20%
730 DAYS
N = -------- = 2
365 DAYS
Market Value Adjustment Factor: .9 X [I -(J + .0025)] X N
= .9 X [.045 - (.042 + .0025)] X 2 = .0009
Market Value Adjustment = Market Value Adjustment Factor X Amount
Subject To Market Value Adjustment:
= .0009 X $11,411.66 = $10.27
Step 5: Calculate the amount = $11,411.66 - $510 + $10.27 = $10,911.93
received by Contract owner as a
result of full withdrawal at the
end of Contract Year 3:

63 PROSPECTUS

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1: Calculate Contract Value at End of Contract Year 3: = $10,000.00 X (1.045) /3/ = $11,411.66
Step 2: Calculate The Free Withdrawal Amount: = .15 X $10,000 = $1,500
Step 3: Calculate the Withdrawal Charge: = 0.6 X ($10,000 - $1,500) = $510
Step 4: Calculate the Market Value Adjustment: I = 4.50%
J = 4.80%
730 DAYS
N = ----------- = 2
365 DAYS
Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N
= .9 X [(.045 - (.048 + .0025)] X (2) = -.0099
Market Value Adjustment = Market Value Adjustment Factor X
Amount Subject To Market Value Adjustment:
= -.0099 X $11,411.66 = -($112.98)
Step 5: Calculate the amount received by Contract owner as a = $11,411.66 - $510 - $112.98 = $10,788.68
result of full withdrawal at the end of Contract Year 3:

*These examples assume the election of the CONSULTANT SOLUTIONS CLASSIC
CONTRACT for the purpose of illustrating the Market Value Adjustment
calculation. The amounts would be different under CONSULTANT SOLUTIONS PLUS,
CONSULTANT SOLUTIONS ELITE CONTRACTS, and CONSULTANT SOLUTIONS SELECT
CONTRACTS which have different expenses and withdrawal charges.

64 PROSPECTUS

APPENDIX C
EXAMPLE OF CALCULATION OF INCOME PROTECTION BENEFIT
- --------------------------------------------------------------------------------

Appendix C illustrates how we calculate the amount guaranteed under the Income
Protection Benefit Option. Please remember that you are looking at an example
only. Please also remember that the Income Protection Benefit Option may only be
added to Income Plans 1 and/or 2, and only to those Income Plans for which you
have selected variable income payments.

To illustrate the calculation of the amount guaranteed under the Income
Protection Benefit Option, we assume the following:

Adjusted age of Annuitant on the Payout Start 65
Date:
- -------------------------------------------------------------------------------
Sex of Annuitant: male
- -------------------------------------------------------------------------------
Income Plan selected: 1
- -------------------------------------------------------------------------------
Payment frequency: monthly
- -------------------------------------------------------------------------------
Amount applied to variable income payments under $100,000.00
the Income Plan:
- -------------------------------------------------------------------------------

The example assumes that the withdrawal charge period has expired for all
purchase payments. In accordance with the terms of the Contract, the following
additional assumptions apply:

Assumed investment rate: 3%
- -------------------------------------------------------------------------------
Guaranteed minimum variable income 85% of the initial variable amount
income payment: value
- -------------------------------------------------------------------------------

STEP 1 - CALCULATION OF THE INITIAL VARIABLE AMOUNT INCOME VALUE:

Using the assumptions stated above, the initial monthly income payment is $5.49
per $1,000 applied to variable income payments under Income Plan 1. Therefore,
the initial variable amount income value = $100,000 X $5.49/1000 = $549.00.

STEP 2 - CALCULATION OF THE AMOUNT GUARANTEED UNDER THE INCOME PROTECTION
BENEFIT OPTION:

guaranteed minimum variable income payment = 85% X initial variable amount
income value = 85% X $549.00 = $466.65.

STEP 3 - ILLUSTRATION OF THE EFFECT OF THE MINIMUM PAYMENT GUARANTEE UNDER THE
INCOME PROTECTION BENEFIT OPTION:

If in any month your variable income payments would fall below the amount
guaranteed under the Income Protection Benefit Option, your payment for that
month will equal the guaranteed minimum variable income payment. For example,
you would receive $466.65 even if the amount of your monthly income payment
would have been less than that as a result of declining investment experience.
On the other hand, if your monthly income payment is greater than the minimum
guaranteed $466.65, you would receive the greater amount.

65 PROSPECTUS

APPENDIX D
WITHDRAWAL ADJUSTMENT EXAMPLE - DEATH BENEFITS*
- --------------------------------------------------------------------------------

Issue Date: January 1, 2003

Initial Purchase Payment: $50,000 (For CONSULTANT SOLUTIONS PLUS CONTRACTS,
assume a $2,000 Credit Enhancement would apply assuming issue age 85 or younger
(a $1,000 Credit Enhancement would apply assuming issue age 86-90)).

Death Benefit Amount
------------------------------------------------------------
ROP Value Annual Increase Value**
------------------ -----------------------
Classic, Classic
Beginning Contract Elite Maximum Elite
Type of Contract Transaction Value After and Anniversary and
Date Occurrence Value Amount Occurrence Select Plus Value Select Plus
- ------------------------------------------------------------------------------------------------------------------------------------

1/1/04 Contract Anniversary $55,000 _ $55,000 $50,000 $52,000 $55,000 $52,500 $54,600
- ------------------------------------------------------------------------------------------------------------------------------------
7/1/04 Partial Withdrawal $60,000 $15,000 $45,000 $37,500 $39,000 $41,250 $40,339 $41,953
- ------------------------------------------------------------------------------------------------------------------------------------

The following shows how we compute the adjusted death benefits in the example
above. Please note that the withdrawal reduces the Purchase Payment Value, the
Maximum Anniversary Value, and the Enhanced Beneficiary Value by the same
proportion as the withdrawal reduces the Contract Value.

Classic,
Elite and
Select Plus
- ----------------------------------------------------------------------------------------------

ROP DEATH BENEFIT
- ----------------------------------------------------------------------------------------------
Partial Withdrawal Amount (a) $15,000 $15,000
- ----------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal (b) $60,000 $60,000
- ----------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to (c) $50,000 $52,000
Partial Withdrawal
- ----------------------------------------------------------------------------------------------
Withdrawal Adjustment [(a)/(b)]*(c) $12,500 $13,000
- ----------------------------------------------------------------------------------------------
Adjusted Death Benefit $37,500 $39,000
- ----------------------------------------------------------------------------------------------

MAV DEATH BENEFIT
- ----------------------------------------------------------------------------------------------
Partial Withdrawal Amount (a) $15,000 $15,000
- ----------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal (b) $60,000 $60,000
- ----------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to (c) $55,000 $55,000
Partial Withdrawal
- ----------------------------------------------------------------------------------------------
Withdrawal Adjustment [(a)/(b)]*(c) $13,750 $13,750
- ----------------------------------------------------------------------------------------------
Adjusted Death Benefit $41,250 $41,250
- ----------------------------------------------------------------------------------------------

ANNUAL INCREASE DEATH BENEFIT **
- ----------------------------------------------------------------------------------------------
Partial Withdrawal Amount (a) $15,000 $15,000
- ----------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal (b) $60,000 $60,000
- ----------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to
Partial Withdrawal (assumes 181 days worth of interest (c) $53,786 $55,937
on $52,500 and $54,600, respectively)
- ----------------------------------------------------------------------------------------------
Withdrawal Adjustment [(a)/(b)]*(c) $13,446 $13,984
- ----------------------------------------------------------------------------------------------
Adjusted Death Benefit $40,339 $41,953
- ----------------------------------------------------------------------------------------------

* For purpose of illustrating the withdrawal adjustment calculation, the
example assumes the same hypothetical Contract Values and Maximum
Anniversary Value for all Contracts, net of applicable fees and charges.
Actual death benefit amounts will differ due to the different fees and
charges under each Contract and the Credit Enhancement available under the
CONSULTANT SOLUTIONS PLUS CONTRACT. Please remember that you are looking at
an example and that your investment performance may be greater or lower
than the figures shown.

** Calculations for the Annual Increase Death Benefit assume that interest
accumulates on a daily basis at a rate equivalent to 5% per year. There may
be certain states in which the Benefit provides for interest that
accumulates at a rate of 3% per year. If calculations assumed an interest
rate of 3% per year, the adjusted death benefit would be lower.

66 PROSPECTUS

APPENDIX E
CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT*
- --------------------------------------------------------------------------------

The following are examples of the Enhanced Earnings Death Benefit Option. For
illustrative purposes, the examples assume Earnings in each case. Please
remember that you are looking at examples and that your investment performance
may be greater or lower than the figures shown.

EXAMPLE 1: ELECTED WHEN CONTRACT WAS ISSUED WITHOUT ANY SUBSEQUENT ADDITIONS OR
WITHDRAWALS

In this example, assume that the oldest Contract Owner is age 55 on the Rider
Application Date and elects the Enhanced Earnings Death Benefit Option when the
Contract is issued. The Contract Owner makes an initial purchase payment of
$100,000. After four years, the Contract Owner dies. On the date Lincoln Benefit
receives a Complete Request for Settlement, the Contract Value is $125,000.
Prior to his death, the Contract Owner did not make any additional purchase
payments or take any withdrawals.

Excess of Earnings Withdrawals = $0
Purchase Payments in the 12 months prior to = $0
death
In-Force Premium = $100,000
($100,000 + $0 - $0)
In-Force Earnings = $25,000
($125,000 - $100,000)
ENHANCED EARNINGS DEATH BENEFIT** = 40 % * $25,000 = $10,000

Since In-Force Earnings are less than 100% of the In-Force Premium (excluding
purchase payments in the 12 months prior to death), the In-Force Earnings are
used to compute the Enhanced Earnings Death Benefit amount.

* For purposes of illustrating the calculation of Enhanced Earnings Death
Benefit Option, the example assumes the same hypothetical Contract Values
for all Contracts, net of applicable fees and charges. Actual death benefit
amounts will differ due to the different fees and charges under each
Contract and the Credit Enhancement available under the CONSULTANT
SOLUTIONS PLUS CONTRACT.

** If the oldest Contract Owner or Co-Annuitant had been over age 70, and both
were age 79 or younger on the Rider Application Date, the Enhanced Earnings
Death Benefit would be 25% of the In-Force Earnings ($6,250.00).

EXAMPLE 2: ELECTED WHEN CONTRACT WAS ISSUED WITH SUBSEQUENT WITHDRAWALS

In this example, assume the same facts as above, except that the Contract Owner
has taken a withdrawal of $10,000 during the second year of the Contract.
Immediately prior to the withdrawal, the Contract Value is $105,000. Here,
$5,000 of the withdrawal is in excess of the In-Force Earnings at the time of
the withdrawal. The Contract Value on the date Lincoln Benefit receives a
Complete Request for Settlement will be assumed to be $114,000.

Excess of Earnings Withdrawals = $5,000
($10,000-$5,000)
Purchase Payments in the 12 months prior to death = $0
In-Force Premium = $95,000
($100,000+$0-$5,000)
In-Force Earnings = $19,000
($114,000-$95,000)
ENHANCED EARNINGS DEATH BENEFIT** = 40%*$19,000=$7,600

67 PROSPECTUS

EXAMPLE 3: ELECTED AFTER CONTRACT WAS ISSUED WITH SUBSEQUENT ADDITIONS AND
WITHDRAWALS

This example is intended to illustrate the effect of adding the Enhanced
Earnings Death Benefit Option after the Contract has been issued and the effect
of later purchase payments. In this example, assume there is no Co-Annuitant and
that the oldest Contract Owner is age 72 on the Rider Application Date. At the
time the Contract is issued, the Contract Owner makes a purchase payment of
$100,000. After two years pass, the Contract Owner elects to add the Enhanced
Earnings Death Benefit Option. On the date this Rider is added, the Contract
Value is $110,000. Two years later, the Contract Owner withdraws $50,000.
Immediately prior to the withdrawal, the Contract Value is $130,000. Another two
years later, the Contract Owner makes an additional purchase payment of $40,000.
Immediately after the additional purchase payment, the Contract Value is
$130,000. Two years later, the Contract Owner dies with a Contract Value of
$140,000 on the date Lincoln Benefit receives a Complete Request for Settlement.

Excess of Earnings Withdrawals = $30,000
($50,000-$20,000)
Purchase Payments in the 12 months prior to death = $0
In-Force Premium = $120,000
($110,000+$40,000-$30,000)
In-Force Earnings = $20,000
($140,000-$120,000)
ENHANCED EARNINGS DEATH BENEFIT** = 25%*$20,000=$5,000

In this example, In-Force Premium is equal to the Contract Value on Rider
Application Date plus the additional purchase payment and minus the
Excess-of-Earnings Withdrawal.

Since In-Force Earnings are less than 50% of the In-Force Premium (excluding
purchase payments in the 12 months prior to death ), the In-Force Earnings are
used to compute the Enhanced Earnings Death Benefit amount.

** If the oldest Contract Owner had been age 70 or younger on the Rider
Application Date, the Enhanced Earnings Death Benefit would be 40% of the
In-Force Earnings ($8,000.00).

EXAMPLE 4: SPOUSAL CONTINUATION:

This example is intended to illustrate the effect of a surviving spouse electing
to continue the Contract upon the death of the Contract Owner on a Contract with
the Enhanced Earnings Death Benefit Option and MAV Death Benefit Option. In this
example, assume that there is no Co-Annuitant and that the oldest Contract Owner
is age 60 at the time the Contract is purchased (with the Enhanced Earnings
Death Benefit Option but without any other option) with a $100,000 purchase
payment. Five years later the Contract Owner dies and the surviving spouse
elects to continue the Contract. The Contract Value and Maximum Anniversary
Value at this time are $150,000 and $160,000, respectively.

Excess of Earnings Withdrawals = $0
Purchase Payments in the 12 months prior to death = $0
In-Force Premium = $100,000
($100,000+$0-$0)
In-Force Earnings = $50,000
($150,000-$100,000)
ENHANCED EARNINGS DEATH BENEFIT** = 40%*$50,000=$20,000

Contract Value = $150,000
Death Benefit = $160,000
Enhanced Earnings Death Benefit = $20,000
Continuing Contract Value = $180,000
($160,000+$20,000)

68 PROSPECTUS

Assume the surviving spouse is age 72 when the Contract is continued. At this
time, the surviving spouse has the option to continue the Enhanced Earnings
Death Benefit Option at an additional mortality and expense risk charge of 0.40%
and with an In-Force Premium amount equal to the Contract Value and the Rider
Date reset to the date the Contract is continued. If this selection is made, the
Enhanced Earnings Death Benefit will be equal to the lesser of 25% of the
In-Force Earnings and 50% of In-Force Premium. Otherwise, the surviving spouse
may elect to terminate the Enhanced Earnings Death Benefit Option at the time of
continuation.

* For purposes of illustrating the calculation of Enhanced Earnings Death
Benefit Option, the example assumes the same hypothetical Contract Values
and Maximum Anniversary Values for all Contracts, net of applicable fees
and charges. Actual death benefit amounts will differ due to the different
fees and charges under each Contract and the Credit Enhancement available
under the CONSULTANT SOLUTIONS PLUS CONTRACT.

** If the oldest Contract Owner had been over age 70 , and both were age 79 or
younger on the Rider Application Date, the Enhanced Earnings Death Benefit
would be 25% of the In-Force Earnings ($12,500.00).

69 PROSPECTUS

APPENDIX F- WITHDRAWAL ADJUSTMENT EXAMPLE - ACCUMULATION BENEFIT*
- --------------------------------------------------------------------------------

RIDER DATE: JANUARY 1, 2004

INITIAL PURCHASE PAYMENT: $50,000 (FOR CONSULTANT SOLUTIONS PLUS CONTRACTS,
ASSUME A $2,000 CREDIT ENHANCEMENT WOULD APPLY ASSUMING ISSUE AGE 85 OR YOUNGER
(A $1,000 CREDIT ENHANCEMENT WOULD APPLY ASSUMING ISSUE AGE 86-90))

INITIAL BENEFIT BASE: $50,000 FOR CONSULTANT SOLUTIONS CLASSIC, ELITE AND SELECT
CONTRACTS, $52,000 FOR CONSULTANT SOLUTIONS PLUS CONTRACTS (ASSUMING ISSUE AGE
85 OR YOUNGER)

BENEFIT BASE
CLASSIC,
BEGINNING TRANSACTION CONTRACT VALUE ELITE AND
DATE TYPE OF OCCURRENCE CONTRACT VALUE AMOUNT AFTER OCCURRENCE SELECT PLUS
- -----------------------------------------------------------------------------------------------------------

1/1/05 Contract Anniversary $55,000 - $55,000 $50,000 $52,000
- -----------------------------------------------------------------------------------------------------------
7/1/05 Partial Withdrawal $60,000 $15,000 $45,000 $37,500 $39,000
- -----------------------------------------------------------------------------------------------------------

The following shows how we compute the adjusted Benefit Bases in the example
above. Please note the withdrawal reduces the Benefit Base by the same
proportion as the withdrawal reduces the Contract Value.

CLASSIC,
ELITE AND
SELECT PLUS
BENEFIT BASE
- -------------------------------------------------------------------------------------------

Partial Withdrawal Amount (a) $15,000 $15,000
- -------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal (b) $60,000 $60,000
- -------------------------------------------------------------------------------------------
Value of Benefit Base Immediately Prior to Partial (c) $50,000 $52,000
Withdrawal
- -------------------------------------------------------------------------------------------
Withdrawal Adjustment [(a)/(b)]*(c) $12,500 $13,000
- -------------------------------------------------------------------------------------------
Adjusted Benefit Base $37,500 $39,000
- -------------------------------------------------------------------------------------------

* For the purpose of illustrating the withdrawal adjustment calculation, the
example assumes the same hypothetical Contract Values, net of applicable fees
and charges. Actual Contract Values will differ due to the different fees and
charges under each Contract and the Credit Enhancement available under
CONSULTANT SOLUTIONS PLUS CONTRACTS. Please remember that you are looking at
an example and that your investment performance may be greater or lower than
the figures shown.

70 PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Pursuant to Item 511 of Regulation S-K, the Registrant hereby
represents that the following expenses totaling approximately
$31,000.00 will be incurred or are anticipated to be incurred in
connection with the issuance and distribution of the securities to be
registered: registration fees - $0.00; cost of printing and engraving
- $25,000.00 (approximate); legal fees - $5,000.00 (approximate) and
accounting fees - $1,000.00 (approximate).

Item 15. Indemnification of Directors and Officers

The Articles of Incorporation of Lincoln Benefit Life Company
(Depositor) provide for the indemnification of its directors and
officers against expenses, judgments, fines and amounts paid in
settlement as incurred by such person, so long as such person shall
not have been adjudged to be liable for negligence or misconduct in
the performance of a duty to the Company. This right of indemnity is
not exclusive of other rights to which a director or officer may
otherwise be entitled.

The By-Laws of ALFS, Inc. (Distributor) provide that the corporation
will indemnify a director, officer, employee or agent of the
corporation to the full extent of Delaware law. In general, Delaware
law provides that a corporation may indemnify a director, officer,
employee or agent against expenses, judgments, fines and amounts paid
in settlement if that individual acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. No indemnification shall be made for expenses, including
attorney's fees, if the person shall have been judged to be liable to
the corporation unless a court determines such person is entitled to
such indemnity. Expenses incurred by such individual in defending any
action or proceeding may be advanced by the corporation so long as the
individual agrees to repay the corporation if it is later determined
that he or she is not entitled to such indemnification.

Under the terms of the form of Underwriting Agreement, the Depositor
agrees to indemnify the Distributor for any liability that the latter
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 such Agreement, or (b)
arising out of the purchase, retention or surrender of a Contract;
provided that the Depositor will not indemnify the Distributor for any
such liability that results from the latter's willful misfeasance, bad
faith or grow negligence, or from the reckless disregard by the latter
of its duties and obligations under the Underwriting Agreement.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the forgoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

Item 16. Exhibits

Exh. No. Description

1 Form of Principal Underwriting Agreement (1)
3(a) Articles of Incorporation (2)
3(b) Bylaws (2)
4(a) Form of Variable Annuity Contract (3)
4(b) Form of Application (3)
5 Opinion and Consent of Counsel Regarding Legality (filed herewith)
23(a) Deloitte & Touche LLP, Independent Auditors' Consent (filed
herewith)
23(b) Consent of Attorneys (filed herewith)
99 Powers of Attorney for Lawrence W. Dahl, Margaret G. Dyer, Marla G. Friedman,
Douglas F. Gaer, John C. Lounds, J. Kevin McCarthy, Samuel H. Pilch, Steven E.
Shebik, Casey J. Sylla, Michael J. Velotta, B. Eugene Wraith, James P. Zils (4)

-------------------------------------------------

(1) Incorporated herein by reference to Post-Effective Amendment No. 1 to
the Registration Statement on Form N-4 for Lincoln Benefit Life
Variable Annuity Account (File No. 333-50545, 811-07924) filed January
28, 1999

(2) Incorporated herein by reference to the Registration Statement on Form
S-6 for the Lincoln Benefit Life Variable Life Account (File No.
333-47717) filed March 11, 1998

(3) Incorporated herein by reference to the Registration Statement on Form
N-4 for Lincoln Benefit Life Variable Annuity Account (File No.
333-109688, 811-07924) filed October 14, 2003

(4) Incorporated herein by reference to Post-Effective Amendment No. 4 to
Form S-1 on Form S-3 for Lincoln Benefit Life Company filed on April
14, 2003.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the determining of any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liabilities under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted in directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

SIGNATURES

As required by the Securities Act of 1933, the Registrant has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this amended Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lincoln and
State of Nebraska on December 24, 2003

LINCOLN BENEFIT LIFE COMPANY (Registrant)

By: /s/ B. Eugene Wraith
---------------------------------------------------------
B. Eugene Wraith
President and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following directors and
principal officers of Lincoln Benefit Life Company in the capacities indicated
on December 24, 2003.

Name Title Date
- ------------------------------ -------------------------- --------

/s/ B. Eugene Wraith Director, President and Chief Operating Officer December 24, 2003
- -------------------------------
(Principal Executive Officer)

/s/ Samuel H. Pilch Group Vice President and Controller December 24, 2003

- ------------------------------
(Principal Accounting Officer)

/s/ James P. Zils Treasurer December 24, 2003

- -----------------------------
(Principal Financial Officer)

/s/ Lawrence W. Dahl Director, Executive Vice President December 24, 2003

- ----------------------------

/s/ Margaret G. Dyer Director December 24, 2003

- ----------------------------

/s/ Marla G. Friedman Director December 24, 2003

- ----------------------------

/s/ Douglas F. Gaer Director, Executive Vice President December 24, 2003

- ----------------------------

/s/ John C. Lounds Director December 24, 2003

- ----------------------------

/s/ J. Kevin McCarthy Director December 24, 2003

- ----------------------------

/s/ Steven E. Shebik Director, Senior Vice President and December 24, 2003
Chief Financial Officer
- ----------------------------

/s/ Michael J. Velotta Director, Senior Vice President, December 24, 2003
General Counsel and Secretary
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/s/ Casey J. Sylla Director, Chairman of the Board and December 24, 2003

- ---------------------------- Chief Executive Officer

EXHIBITS

Exhibit No. Description

5 Opinion and Consent of Counsel Regarding Legality

23(a) Independent Auditors' Consent

23(b) Consent of Attorneys