EX-99.77C VOTES

                              Continental Assurance Company

                                Separate Account (B)

                             Annual Meeting of Participants


On Friday, April 18, 2008, the Annual Meeting of Participants was held in
Room  208 North at 333 South Wabash Avenue, Chicago, Illinois 60604.

The following 3 matters were voted upon at the Annual Meeting:

1.	Election of Committee Members:
______________________________________


The Participants elected Committee Members to serve until the next Annual
Meeting of the Participants and until their successors shall have been elected
and qualified. Management nominated the following individuals for election as
Committee Members to serve until the next Annual Meeting of Participants and
until their successors are elected and have qualified:

			Richard T. Fox;
			Dennis R. Hemme;
			Marilou R. McGirr;
			Petrine J. Nielsen; and
			Peter J. Wrenn.

There were no other nominees. Each of the above nominees received not fewer
than 803,226 votes.  The minimum percentage for such nominees was 95.97% of
the total units present.  As such, the above persons were elected to serve as
Committee Members of the Separate Account until the next Annual Meeting of
the Participants and until their successors shall have been elected and
qualified. The above Committee Members are the same Committee Members who
were currently in office. There are no other Committee Members.



2.	Approval of the Continuation of the Second Restated and Amended
_______________________________________________________________________
Investment Advisory Agreement with Continental Assurance Company:
_________________________________________________________________

The Participants voted on whether or not to approve the continuation of the
Second Restated and Amended Investment Advisory Agreement with Continental
Assurance Company. 795,238 units were voted by proxy for the approval of
the continuation of the Second Restated and Amended Investment Advisory
Agreement with Continental Assurance Company, 1,028 units were voted against
the approval of the continuation of the Second Restated and Amended
Investment Advisory Agreement with Continental Assurance Company, and 40,676
units abstained.  The votes in favor of the continuation of the Second
Restated and Amended Investment Advisory Agreement with Continental Assurance
Company represent 95.02% of the total units present. Given the voting results,
the continuation of the Second Restated and Amended Investment Advisory
Agreement with Continental Assurance Company was approved. As such, the Second
Restated and Amended Investment Advisory Agreement with Continental Assurance
Company will continue from year to year, unless sooner terminated, subject
to annual approval by the Committee for the Separate Account of Continental
Assurance Company, including a majority of the Committee Members who are not
'interested persons' as defined in the Investment Company Act of 1940.





3.	Ratification of the Committee Members' selection of Deloitte &
______________________________________________________________________
Touche LLP to serve as the independent registered public accounting firm
________________________________________________________________________
for the Separate Account for the fiscal year ending December 31, 2008:
______________________________________________________________________

The Participants voted on whether or not to ratify the Committee Members'
selection of Deloitte & Touche LLP to serve as the independent registered
public accounting firm for the Separate Account for the fiscal year ending
December 31, 2008. 797,068 units were voted by proxy for the ratification
of the Committee Members'selection of Deloitte & Touche LLP to serve as
the independent registered public accounting firm for the Separate Account
for the fiscal year ending December 31, 2008 , 0 units were voted against
said selection and 39,874 units abstained. The votes in favor of the
Committee Members' selection of Deloitte & Touche LLP to serve as the
independent registered public accounting firm for the Separate Account for
the fiscal year ending December 31, 2008 represent 95.24% of the total units
present.  As such, the Committee Members' selection of Deloitte & Touche LLP
to serve as independent public accountants for the Separate Account for the
fiscal year ending December 31, 2008  was ratified.

There being no further business, the meeting was adjourned.

EX-99.77Q1 OTHR EXHB

BY-LAWS
                         CONTINENTAL ASSURANCE COMPANY
                              SEPARATE ACCOUNT (B)


                      Regulations for Government of Account

                                   ARTICLE I

                                    GENERAL

SECTION 1.  NAME -- The name of this separate account shall be Continental
Assurance Company Separate Account (B) (hereafter referred to as "Account").

SECTION 2.  OFFICES -- The principal office of the Account shall be 333
South Wabash Avenue, Chicago, Illinois 60604.

                                   ARTICLE II

                                  PARTICIPANTS

SECTION 1.  ANNUAL MEETING -- The annual meeting of the persons for whom the
reserves are maintained in this Account (hereafter referred to as "the
Participants") for  the transaction of such business as may properly come
before the meeting, shall be held at the principal office of the Account
annually at such date and time as shall be designated by the Committee and
stated in the notice of the meeting.

SECTION 2.  SPECIAL MEETINGS -- Special meetings of the Participants may be
called by a majority of the Committee.  The notice of the meeting shall
state the purpose of the meeting and no business shall be transacted at the
meeting except matters coming within such purpose.  All special meetings of
the Participants shall be held at the principal office of the Account at
the time and date stated in the notice of the meeting.

SECTION 3.  NOTICE OF MEETING -- A Notice stating the time and date of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered or mailed by the Committee to each
Participant as of a record date (the "Record Date") which is not more than
sixty, nor less than twenty days prior to the date of the meeting, and mailed
to the address as it appears upon the records.  Only persons being a
Participant of record on the Record Date shall be entitled to receive notice
of and to vote at such meeting and any adjournment thereof, notwithstanding
any transfer or sale of any interest in the Account after any such Record
Date.  Notice of any adjourned meeting shall not be required.

SECTION 4.  QUORUM -- A majority in interest of the Participants represented
either in person or by proxy shall constitute a quorum for the transaction
of business at any annual or special meeting of the Participants.  If a
quorum shall not be present, a majority in interest of the Participants
represented may adjourn the meeting to some later time.  When a quorum is
present, a vote of the majority in interest of the Participants represented
in person or by proxy shall determine any question, except as may be
otherwise provided by these rules and regulations or by law.

SECTION 5.  PROXIES -- A Participant may vote, either in person or by proxy
duly executed in writing by the Participant.  A proxy for any meeting shall
be valid for any adjournment of such meeting.

SECTION 6.  VOTING -- The number of votes which a Participant may cast is
equal to (1) if not retired or retired and not receiving annuity payments,
the number of Accumulation Units held by such Participant under the
particular contract concerned; or (2) if retired and receiving annuity
payments, the monetary value of the actuarial reserve maintained by the
Company in the Separate Account for the annuity of that Participant divided
by the monetary value of an Accumulation Unit.

SECTION 7.  ORDER OF BUSINESS -- The order of business at the meetings of
the Participants shall be determined by the presiding officer.

                                  ARTICLE III

                                   COMMITTEE

The Committee shall consist of five members.  The initial Committee shall
be appointed by the Board of Directors of Continental Assurance Company.
Thereafter the members of the Committee shall be elected annually by a
ballot at the annual meeting of the Participants.  Each member shall serve
until the next annual meeting of the Participants and until his/her
successor is duly elected and qualified.  Members of the Committee need
not be Participants.

                                   ARTICLE IV

                              POWERS OF COMMITTEE

The Committee shall have the following duties, responsibilities, and
powers:

1.   To select an independent public accountant, whose employment shall be
approved annually by the Participants;


2.   To review and execute annually an agreement providing for sales,
investment and administrative services and to submit to the Participants
for their approval such agreement when changes are proposed;

3.   To recommend from time to time any changes deemed appropriate in the
fundamental investment policy of the Account, to be submitted to the
Participants at their next meeting;

4.   To review periodically the portfolio of the Separate Account to
ascertain that such portfolio is managed in the long-term interest of the
Participants and to take such corrective action as may be necessary.

                                   ARTICLE V

                           MEETINGS OF THE COMMITTEE

Regular meetings of the Committee shall be held at such places within or
without the State of Illinois and at such times as the Committee by vote
may determine from time to time, and if so determined no call or notice
thereof need be given.  Members of the Committee, or any committee
designated by the Committee, may participate in a meeting of the
Committee, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.  Special meetings of the
Committee may be held at any time or place, either within or without the
State of Illinois, whenever called by the Chairman of the Committee, or
three or more members of the Committee, notice thereof being given to
each member by the person calling the meeting, or at any time without
formal notice provided all the members are present or those not present
have waived notice thereof in writing which is filed with the records
of the meeting.  Notice of special meetings, stating the time and place
thereof, shall be given by mailing same to each member at his/her
residence or business address at least two days before the meeting, or by
delivering the same to him/her personally or telephoning or emailing the
same to him/her at his/her  residence or business address at least one
day before the meeting.  The Chairman of the Committee, if any, shall
preside at all meetings of the Committee at which he/she is present.

                                   ARTICLE VI

                      QUORUM AT MEETINGS OF THE COMMITTEE

A majority of the members of the Committee shall constitute a quorum for
the transaction of business.  When a quorum is present at any meeting, a
majority of the members present shall decide any question brought before
such meeting except as otherwise provided by law, or by these rules and
regulations.

                                  ARTICLE VII

                                   OFFICERS

SECTION 1.  EXECUTIVE OFFICERS -- The officers of the Account shall be
chosen by the Committee and shall include a Chairman, President, Vice
President, Secretary, and a Chief Compliance Officer.  The Committee may,
from time to time, elect or appoint one or more Vice Presidents and
Assistant Secretaries.  The same person may hold two or more offices,
except that no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by
law or these By-laws to be executed, acknowledged or verified by two
or more officers.

SECTION  2.  OTHER OFFICERS -- The Committee from time to time may
appoint such other officers and agents as it shall deem advisable, who
shall hold their offices for such terms and shall exercise powers and
perform such duties as shall be determined from time to time by the
Committee.  The Committee from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate officers
or agents and to prescribe their respective rights, terms of office,
authorities and duties.

SECTION 3.  COMPENSATION -- The salaries or other compensation of all
officers and agents of the Account shall be fixed by the Committee, except
that the Committee may delegate to any person or group of persons the
power to fix the salary or other compensation of any subordinate officers
or agents appointed pursuant to Section 2 of this Article VII.

SECTION 4.  TENURE -- The officers of the Account shall serve at the
pleasure of the Committee.  Any officer or agent may be removed by the
affirmative vote of a majority of the Committee whenever, in its judgment,
the best interests of the Account will be served thereby.  In addition,
any officer or agent appointed pursuant to Section 2 may be removed,
either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Committee.  Any vacancy occurring
in any office of the Account by death, resignation, removal or otherwise
shall be filled by the Committee, unless pursuant to Section 2 the power
of appointment has been conferred by the Committee on any other officer.

SECTION 5.  PRESIDENT -- The President shall see that all orders and
resolutions of the Committee are carried into effect.  The President shall
also be the Chief Administrative Officer of the Account and shall perform
such other duties and have such other powers as the Committee may from
time to time prescribe.

SECTION 6.  CHAIRMAN -- The Chairman of the Committee shall perform and
execute such duties and administrative powers as the Committee shall from
time to time prescribe.

SECTION 7.  VICE-PRESIDENT -- Each Vice-President shall, in the absence or
disability of the President, perform the duties and exercise the powers of
the President and shall perform such other duties as the Committee or the
President may from time to time prescribe.

SECTION 8.  SECRETARY -- The Secretary shall attend all meetings of the
Committee and all meetings of the Participants and record all the
proceedings thereof and shall perform like duties for any committee when
required. He/she shall give, or cause to be given, notice of meetings of
the  shareholders and of the Committee, shall have charge of the records
of the Account and shall perform such other duties as may be prescribed
by the Committee or President, under whose supervision he/she shall be.

SECTION 9.  ASSISTANT SECRETARIES -- Each Assistant Secretary shall, in
the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties as the
Committee shall prescribe.

SECTION 10.  CHIEF COMPLIANCE OFFICER -- The Chief Compliance Officer shall
be responsible for reviewing the policies and procedures of the Account for
compliance with federal securities laws and regulations.  The Committee
(including a majority of independent Committee Members) must approve the
designation of the Chief Compliance Officer.  The Chief Compliance Officer
shall report directly to the Committee.  The Chief Compliance Officer will
serve in his/her position at the pleasure of the Committee, which can
remove him/her if it loses confidence in his/her effectiveness or for any
other reason.  The Chief Compliance Officer shall provide the Committee at
least annually with a written report on the operation of the Account's
policies and procedures and those of its service providers.

                                  ARTICLE VIII

                                   VACANCIES

No person, except as provided in Article III, shall serve as a member of
the Committee unless duly elected to that office by ballot of the
Participants at an annual or special meeting of the Participants called
for that purpose; except that vacancies occurring by reason of death,
resignation, removal or otherwise of duly elected members of the Committee
occurring between such meetings may be filled for the unexpired term by a
majority vote of all the remaining members if immediately after so filling
any such vacancy at least two-thirds of the members then holding office
shall have been elected to such office by ballot of the Participants at
such an annual or special meeting.

In the event that at any time, after the first annual meeting of the
Participants less than a majority of the members holding office at that
time have been so elected by a ballot of the Participants, the Committee
shall forthwith cause to be held as promptly as possible and in any event
within sixty days, a meeting of the Participants for the purpose of
electing members to fill the existing vacancies in the Committee.  The
Committee shall have and may exercise all its powers notwithstanding the
existence of one or more vacancies in its number as fixed by the
Participants provided there beat least two members in office.

                                   ARTICLE IX

                       PROVISIONS RELATING TO THE CONDUCT
                    OF THE BUSINESS OF THE SEPARATE ACCOUNT

The Committee may from time to time, subject to applicable law and, where
required, approval by a majority in interest of the Participants adopt such
investment policies and practices as it deems advisable.

The Committee may enter into such agreements providing sales, investment and
administrative services, subject to approval by a majority in interest of
the Participants before such agreement shall be effective; provided, however,
the Committee in the absence of any Participant may enter into an agreement
which shall remain in effect until the first meeting of Participants.  Such
agreements shall provide that they may not be amended, transferred, assigned,
sold, or in any manner hypothecated or pledged without the affirmative vote
of the majority in interest of the Participants entitled to vote, and shall
contain such other terms and conditions as may be prescribed by these rules
and regulations, as may be required by applicable laws and regulations, and
such other terms and conditions as the Committee may in their discretion
determine.


                                   ARTICLE X

                                   AMENDMENTS

These regulations for Government of the Account may be altered, amended or
repealed by vote of a majority of the Committee, except as otherwise
provided by law.