LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
485BPOS, 2001-01-17
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 17, 2001
                                                              File No. 333-82427

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         POST-EFFECTIVE AMENDMENT NO. 2
                                       AND
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1940
                         POST-EFFECTIVE AMENDMENT NO. 30

                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
                           (Exact Name of Registrant)
                          LINCOLN BENEFIT LIFE COMPANY
                               (Name of Depositor)
                             2940 South 84th Street
                             Lincoln, Nebraska 68506
               (Complete Address of Depositor's Principal Office)
                                 CAROL S. WATSON
                          Lincoln Benefit Life Company
                             2940 South 84th Street
                             Lincoln, Nebraska 68506
                                 1-800-525-9287
                (Name and Complete Address of Agent for Service)

                                    Copy to:
                               JOAN E. BOROS, ESQ.
                           Jorden Burt Boros Cicchetti
                             Berenson & Johnson LLP
                        1025 Thomas Jefferson Street N.W.
                                 Suite 400 East
                           Washington, D.C. 20007-0805

                            ------------------------
SECURITIES BEING OFFERED:  FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY
CONTRACTS

Approximate date of proposed public offering:  as soon as practicable  after the
effective date of this registration statement.

         It is proposed that this filing will become effective:

         X   immediately upon filing  pursuant  to  paragraph  (b) of Rule 485
             on May 1 pursuant to paragraph  (b) of Rule 485
             60 days after filing  pursuant to paragraph (a) of rule 485
             on (date) pursuant to paragraph (a) of rule 485

The  Registrant  has  registered  an indefinite  amount of securities  under the
Securities Act of 1933,  pursuant to Section 24 of the Investment Company Act of
1940.

--------------------------------------------------------------------------------
<PAGE>
                                Explanatory Note

          Registrant is filing this post-effective  amendment  ("Amendment") for
the purpose of adding two new variable sub-accounts that will be available under
the deferred variable annuity contracts described in the registration  statement
and to make additional  nonmaterial changes to the registration  statement.  The
Amendment  is not  intended  to amend  or  delete  any part of the  registration
statement, except as specifically noted herein.

<PAGE>

                              PROSPECTUS SUPPLEMENT

                         To Prospectus Dated May 1, 2000

               Premiere Planner Flexible Premium Variable Annuity
                     Issued by Lincoln Benefit Life Company
            In connection with Lincoln Benefit Life Variable Account

This supplement  describes two new subaccounts.  The following sentence replaces
the third sentence in the second paragraph on page 1 of the prospectus:

         The Contract currently offers twenty-three  investment options, each of
         which is a  subaccount  of the Lincoln  Benefit Life  Variable  Annuity
         Account ("Separate Account").

The following  portfolios  are added to the list of Portfolios on page 1, second
paragraph of the prospectus:

         OCC Accumulation Trust:  Science and Technology
         Rydex Variable Trust:  OTC

The following  information  is added to the Portfolio  Company  Annual  Expenses
table on page 5-6 of the prospectus

<TABLE>
<CAPTION>


                                                         Management       Rule 12b-1          Other
                                                             Fee             Fees            Expenses            Total
<S>                                                          <C>              <C>              <C>

OCC ACCUMULATION TRUST
     Science & Tech                                         0.80%             0               0.20%              1.00%

RYDEX VARIABLE TRUST
     OTC                                                    0.75%             0               0.80%              1.55%

</TABLE>
The following information is added to the Examples on page 7 of the prospectus:
<TABLE>
<CAPTION>


                                 Sub-Account                                          1 Year              3 Years
                                 -----------                                          ------              -------
<S>                                                                                    <C>                  <C>
OCC Science & Tech                                                                     $95                 $142
Rydex OTC                                                                              $100                $157

The following information is added to the Examples on page 8 of the prospectus:

                                 Sub-Account                                          1 Year              3 Years
                                 -----------                                          ------              -------
OCC Science & Tech                                                                     $25                  $77
Rydex OTC                                                                              $31                  $93
</TABLE>

The following  information  is added to the chart under the heading "What are my
Investment Choices Under the Contract?" on page 9-10 of the prospectus:

       Fund                            Portfolio
--------------------------------------------------------------------------------

Occ Accumulation Trust                 Science & Technology
Rydex Variable Trust                   OTC
--------------------------------------------------------------------------------

The following  information is added to the list of Portfolios  under the heading
THE INVESTMENT  AND FIXED ACCOUNT  OPTIONS,  and  sub-heading  Separate  Account
Investments on page 16 of the prospectus:

         Rydex Variable Trust (investment adviser: Rydex Global Advisers)

                  OTC  Portfolio  seeks  to  provide   investment  results  that
                  correspond to a benchmark for over-the-counter securities. The
                  Portfolio's  current  benchmark  is the NASDAQ 100 Index.  The
                  Portfolio  invests  principally  in  securities  of  companies
                  included in the NASDAQ 100 Index.  It may also invest in other
                  instruments  whose  performance  is expected to  correspond to
                  that of the  Index,  and may  engage in  futures  and  options
                  transactions.  The Portfolio may also purchase U.S. Government
                  securities and enter into repurchase agreements.

         Under OCC Accumulation Trust add the following:

                  Science and Technology  Portfolio seeks capital  appreciation.
                  The  Portfolio  invests  primarily  in  equity  securities  of
                  companies that use innovative technologies to gain a strategic
                  competitive  advantage in their industry, as well as companies
                  that provide and service those technologies.

Supplement effective January 17, 2001.
<PAGE>
                 Statement of Additional Information Supplement
                     To Statement of Additional Information
                               Dated May 1, 2000

               Premier Planner Flexible Premium Variable Annuity
                     Issued by Lincoln Benefit Life Company
        In Connection with Lincoln Benefit Life Variable Annuity Account


     On page S-9 of the  Statement  of  Additional  Information  under the table
entitled  "Standardized  Total Return as of December 31, 1999, Assuming Contract
Surrendered" the following information is added:

<TABLE>
<CAPTION>

                                                                         AVERAGE ANNUAL TOTAL RETURN (3)
                                                                  ---------------------------------------------

                                                                                                           SINCE
                                                          INCEPTION                  5 YEAR    10 YEAR    INCEPTION
                                                           DATE (2)     1 YEAR (%)     (%)        (%)        (%)
                                                         -----------   ----------   --------   --------   ----------
<S>                      <C>                               <C>         <C>           <C>        <C>         <C>
OCC ACCUMULATION TRUST
     Science & Tech                                        2/1/2001           NA         NA         NA           NA

RYDEX VARIABLE TRUST
   OTC                                                     2/1/2001           NA         NA         NA           NA


</TABLE>

     On page S-10 of the  Statement of  Additional  Information  under the table
entitled  "Non-Standardized  Total  Return as of  December  31,  1999,  Assuming
Contract  Not  Surrendered"  the  following   information  is  added:

<TABLE>
<CAPTION>

                                                                                 AVERAGE ANNUAL TOTAL RETURN (3)
                                                                          --------------------------------------------
                                          PORTFOLIO    MONTHLY      TOTAL                                         SINCE
                                          INCEPTION    RETURN      RETURN      1 YEAR      5 YEAR      10 YEAR   INCEPTION
                                          DATE (2)       (%)       YTD (%)       (%)         (%)         (%)        (%)
                                          ---------   ---------   ---------   ---------   ---------   ---------  ---------
<S>                      <C>               <C>         <C>           <C>        <C>         <C>        <C>       <C>
OCC ACCUMULATION TRUST
     Science & Tech                         4/12/00         NA          NA          NA          NA          NA        NA

RYDEX VARIABLE TRUST
     OTC                                    5/7/97        24.43      103.85      103.85         NA          NA      64.86

</TABLE>


     On page S-12 of the  Statement of  Additional  Information  under the table
entitled Non-Standardized Total Return as of December 31, 1999 Assuming Contract
Not  Surrendered"  the  following  information  is added:

<TABLE>
<CAPTION>


                                                         CUMULATIVE
                                                           TOTAL
                                                           RETURN
                                              PORTFOLIO     SINCE            CALENDAR YEAR RETURN (3)
                                             INCEPTION   INCEPTION    ------------------------------------
                                              DATE (2)     (%) (3)      1996 (%)     1997 (%)     1998 (%)
                                              ---------   ----------   ----------   ----------   ----------
<S>                      <C>                   <C>         <C>           <C>        <C>         <C>
OCC ACCUMULATION TRUST
     Science & Tech                            4/12/00          NA             NA           NA           NA

RYDEX VARIABLE TRUST
     OTC                                        5/7/97      276.21             NA           NA         77.26
</TABLE>


Supplement effective January 17, 2001

<PAGE>

                                     PART C

                                OTHER INFORMATION

                   ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

The following  financial  statements are included in Part A of the  Registration
Statement:

None

The following  financial  statements are included in Part B of the  Registration
Statement:

The Consolidated financial statements (prepared on the GAAP basis of accounting)
for Lincoln Benefit Life Company and subsidiary as of December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999.

The  financial  statements  (prepared  on the GAAP basis of  accounting)  of the
Separate  Account as of December  31, 1998 and for the years ended  December 31,
1999 and 1998. The following financial  statements are included in Part C of the
Registration Statement:

None

(b) Exhibits

(1)  Resolution  of the Board of  Directors  of  Lincoln  Benefit  Life  Company
authorizing  the  establishment  of the Lincoln  Benefit Life  Variable  Annuity
Account**

(2) Custody Agreements (not applicable)

(3) (a) Form of Principal Underwriting Agreement****

       (b) Form of Selling Agreement *****

(4) Variable Annuity Contract ******

(5) Application for Contract ******

(6) Depositor--Corporate Documents

      (a) Articles of Incorporation of Lincoln Benefit Life Company, as amended*

      (b) By-Laws of Lincoln Benefit Life Company*

(7) Reinsurance Contract**

(8) Participation Agreements:

     (a) Form of Participation  Agreement among Lincoln Benefit Life Company and
J.P. Morgan Series Trust II ******

     (b) Form of Participation Agreement among Lincoln Benefit Life Company, The
Institutional  Universal  Funds,  Inc.  (FORMERLY  KNOWN AS MORGAN  STANLEY DEAN
WITTER UNIVERSAL FUNDS, INC.) and Miller Anderson & Sherrerd, LLP ******

     (c) Form of Participation  Agreement among PIMCO Variable  Insurance Trust,
Lincoln Benefit Life Company and PIMCO Funds Distributor LLC ******

     (d) Form of  Participation  Agreement  between  Salomon  Brothers  Variable
Series Fund Inc., and Salomon Brothers Asset Management Inc. ******

     (e) Form of  Participation  Agreement  among Lincoln  Benefit Life Company,
Lazard Asset Management, and Lazard Retirement Series, Inc. ******

     (f)  Form  of  Participation   Agreement  between  Goldman  Sachs  Variable
Insurance Trust and Lincoln Benefit Life Company ******

     (g) Form of  Participation  Agreement  between Lincoln Benefit Life Company
and LSA Variable Series Trust*******

     (h)(1) Form of Participation Agreement between Lincoln Benefit Life Company
and OCC Accumulation  Trust ******

     (h)(2) Form of Amendment to Participation Agreement between Lincoln Benefit
Life Company and OCC Accumulation Trust (filed herewith)

     (i) Form of  Participation  Agreement  between Lincoln Benefit Life Company
and Rydex Variable Trust (filed herewith)

(9) Opinion and Consent of  Counsel*******

(10) (a) Independent  Auditors'  Consent********
     (b) Consent of Attorneys********

(11) Financial Statements Omitted from Item 23 (not applicable)

(12) Initial Capitalization Agreement (not applicable)

(13) Performance Computations*******

(27) Financial Data Schedules (not applicable)
------------------------
*       Registration  Statement on  Form S-6 for  Lincoln Benefit Life  Variable
        Life Account, File No. 333-47717, filed March 11, 1998.
**      Registration  Statement on Form  N-4 for  Lincoln  Benefit Life Variable
        Annuity Account, File No. 333-50545, 811-7924, filed April 21, 1998.
***     Pre-Effective Amendment No. 1 to Registration Statement on  Form N-4 for
        Lincoln Benefit Life Variable Annuity Account, File No.  333-50545 filed
        July 24, 1998.
****    Post-Effective Amendment No. 1 to Registration Statement on Form N-4 for
        Lincoln Benefit  Life  Variable  Annuity  Account,  File  No. 333-50545,
        811-7924 filed January 28, 1998.
*****   Post-Effective Amendment No. 3 to Registration statement on Form N-4 for
        Lincoln  Benefit Life  Variable  Annuity  Account,  File  No. 333-50545,
        811-7924 filed April 1, 1999.
******  Registration  Statement  on Form N-4  for  Lincoln Benefit Life Variable
        Annuity Account, File No. 333-82427, filed July 8, 1999.
******* Pre-effective Amendment #1 on Form N-4 for Lincoln Benefit Life Variable
        Annuity Account, File No. 333-82427, filed September 29, 1999.
********Post-effective  Amendment  No. 1 on Form N-4 for  Lincoln  Benefit  Life
        Variable Annuity Account, File No. 333-82427, filed April 5, 2000.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

    The  directors and  principal  officers of Lincoln  Benefit Life Company are
listed  below.  Their  principal  business  address is 2940  South 84th  Street,
Lincoln, Nebraska 68506.
<TABLE>
<CAPTION>

NAME                                         POSITION/OFFICE WITH DEPOSITOR
--------------------------          ------------------------------------------------
<S>                                 <C>
Thomas J. Wilson II                 Director, Chairman of the Board and Chief Executive Officer
B. Eugene Wraith                    Director, President and Chief Operating Officer
Lawrence W. Dahl                    Director, Executive Vice President
Douglas F. Gaer                     Director, Executive Vice President
Rodger A. Hergenrader               Director, Senior Vice President
J. Kevin McCarthy                   Director
Kevin R. Slawin                     Director
J. Scott Taylor                     Director, Senior Vice President
Michael J. Velotta                  Director, Assistant General Counsel, and Assistant Secretary
Carol S. Watson                     Director, Senior Vice President, General Counsel, and Secretary
Dean M. Way                         Director, Senior Vice President
Patricia W. Wilson                  Director
Janet P. Anderbery                  Vice President
Bob W. Birman                       Vice President
Teresa N. Carnazzo                  Vice President
William F. Emmons                   Vice President, Assistant Secretary, and Assistant General Counsel
Thomas S. Holt                      Vice President
Sharyn L. Jenson                    Vice President
Matthew A. Monson                   Vice President and Actuary
Maxine Payton                       Vice President
Samuel H. Pilch                     Vice President and Controller
Stanley G. Shelley                  Vice President
Robert L. Vance                     Vice President and Assistant Treasurer
Regina Wheat                        Vice President
</TABLE>

ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER  COMMON  CONTROL  WITH  DEPOSITOR  OR
REGISTRANT

See Annual Report on Form 10-K of The Allstate  Corporation,  File No.  1-11840,
filed March 28, 2000.


ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 19, 2000, the Registrant  has 275 qualified  contract  owners and
333 non-qualified contract owners.

ITEM 28. INDEMNIFICATION

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 gross 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,  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  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 29. PRINCIPAL UNDERWRITER

(a) ALFS, Inc.  ("ALFS")  serves as distributor  for the  Registrant.  ALFS also
serves as distributor for the Lincoln Benefit Life Variable Life Account,  which
is another separate account of Lincoln Benefit.  The following are the directors
and officers of ALFS.  Their  principal  business  address is 3100 Sanders Road,
Northbrook, IL 60062.
<TABLE>
<CAPTION>

NAME AND PRINCIPAL BUSINESS
ADDRESS OF EACH SUCH PERSON         ALFS, Inc.
---------------------------         ------------------------------------------------
<S>                                 <C>
John R. Hunter                      Director, President and Chief Executive Officer
Janet M. Albers                     Vice President and Controller
Brent H. Hamann                     Vice President
Andrea J. Schur                     Vice President
Kevin R. Slawin                     Director
Michael J. Velotta                  Director and Secretary
Thomas J. Wilson, II                Director
Lisa A. Burnell                     Assistant Vice President and Compliance Officer
Joanne M. Derrig                    Assistant Secretary and Assistant General Counsel
Susan L. Lees                       Assistant Secretary
Carol S. Watson                     Assistant Secretary
Barry S. Paul                       Assistant Treasurer
James P. Zils                       Assistant Treasurer
</TABLE>

    (b) The following  commissions and other  compensation were received by each
principal  underwriter,  directly or indirectly,  from the Registrant during the
Registrant's last fiscal year:

<TABLE>
<CAPTION>
                                         (2)

                  (1)               NET UNDERWRITING       (3)            (4)
           NAME OF PRINCIPAL         DISCOUNTS AND     COMPENSATION    BROKERAGE         (5)
              UNDERWRITER             COMMISSIONS     ON REDEMPTION   COMMISSIONS   COMPENSATION

<S>                 <C>              <C>             <C>           <C>               <C>
                 ALFS, Inc.                 0                0               0             0
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The  Depositor,  Lincoln  Benefit  Life  Company,  is located at 2940 South 84th
Street, Lincoln, Nebraska 68506.

The  Principal  Underwriter,  ALFS,  Inc.  is  located  at  3100  Sanders  Road,
Northbrook, Illinois 60062.

Each company  maintains  those  accounts and records  required to be  maintained
pursuant  to  Section  31(a)  of  the  Investment  Company  Act  and  the  rules
promulgated thereunder.

ITEM 31. MANAGEMENT SERVICES
None.

ITEM 32. UNDERTAKINGS

Registrant undertakes (1) to file post-effective amendments to this Registration
Statement as  frequently  as is  necessary to ensure that the audited  financial
statements in the  Registration  Statement are never more than 16 months old for
so long as payments under the variable annuity contracts may be accepted; (2) to
include either (A) as part of any application to purchase a Contract  offered by
the  prospectus  forming part of this  Registration  Statement,  a space that an
applicant can check to request a Statement of Additional  Information,  or (B) a
post  card or  similar  written  communication  affixed  to or  included  in the
prospectus  that the  applicant can remove to send for a Statement of Additional
Information,  and (3) to deliver any Statement of Additional Information and any
financial  statements required to be made available under this Form N-4 promptly
upon written or oral request.

REPRESENTATIONS

The Company hereby  represents that it is relying upon a No Action Letter issued
to the American  Council of Life Insurance  dated November 28, 1988  (Commission
ref. IP-6-88) and that the following provisions have been complied with:

     1. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11)  in each  registration  statement,  including the
prospectus, used in connection with the offer of the contract;

     2. Include  appropriate  disclosure  regarding the redemption  restrictions
imposed by Section  403(b)(11) in any sales  literature  used in connection with
the offer of the contract;

     3. Instruct sales  representatives who solicit participants to purchase the
contract  specifically to bring the redemption  restrictions  imposed by Section
403(b)(11) to the attention of the potential participants;

    4. Obtain from each plan  participant who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (a)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.

SECTION 26(e) REPRESENTATIONS

    The Company  further  represents  that fees and charges  deducted  under the
Contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Company.

                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule  485(b)  for  effectiveness  of  this  Post  Effective   Amendment  to  the
Registration  Statement and has duly caused this Post-Effective  Amendment to be
signed on its behalf, in the City of Lincoln, and the State of Nebraska, on this
17th day of January, 2001.

                                LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT
                                (Registrant)

                                By:         LINCOLN BENEFIT LIFE COMPANY
                                     ------------------------------------------
                                                    (DEPOSITOR)

                                By:             /s/ B. EUGENE WRAITH
                                     ------------------------------------------
                                                  B. Eugene Wraith

                                       PRESIDENT AND CHIEF OPERATING OFFICER

As required by the Securities  Act of 1933,  this  Post-Effective  Amendment has
been signed by the  following  persons in the  capacities and on the 17th day of
January, 2001.


<TABLE>
<CAPTION>
<S>                                           <C>                                         <C>
/s/ B. Eugene Wraith
------------------------------------
B. Eugene Wraith                              President, Chief Operating                  January 17, 2001
(Principal Executive Officer)                   Officer and Director

/s/ Samuel H. Pilch
------------------------------------
Samuel H. Pilch                               Senior Vice President,                      January 17, 2001
(Principal Financial Officer and                Chief Financial Officer,
Principal Accounting Officer)                    Treasurer, Controller
                                                  and Director

/s/ Lawrence W. Dahl
------------------------------------
Lawrence W. Dahl                              Executive Vice President                    January 17, 2001
                                                and Director

/s/ Douglas F. Gaer
------------------------------------
Douglas F. Gaer                               Executive Vice President                    January 17, 2001
                                                and Director

/s/ Rodger A. Hergenrader
------------------------------------
Rodger A. Hergenrader                         Director                                    January 17, 2001


J. Kevin McCarthy                             Director                                    January 17, 2001

Kevin Slawin                                  Director                                    January 17, 2001


/s/ J. Scott Taylor
------------------------------------
J. Scott Taylor                               Director                                    January 17, 2001


Michael J. Velotta                            Director                                    January 17, 2001

/s/ Carol S. Watson
------------------------------------
Carol S. Watson                               Director                                    January 17, 2001


/s/ Dean M. Way
------------------------------------
Dean M. Way                                   Director                                    January 17, 2001


Patricia W. Wilson                            Director                                    January 17, 2001


Thomas J. Wilson, II                          Chairman of the Board,                      January 17, 2001
                                                Chief Executive Officer
                                                and Director

</TABLE>



                                INDEX TO EXHIBITS

                                       FOR

                       REGISTRATION STATEMENT ON FORM N-4
                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY ACCOUNT

EXHIBIT NO.             SEQUENTIAL PAGE NO.
-----------  -----------------------------------------

8(i)              Form of Participation  Agreement between  Lincoln Benefit Life
                  Company and Rydex Variable Trust
 (h)(2)           Form of Amendment to Participation Agreement between Lincoln
                  Benefit Life Company and OCC Accumulation Trust





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