Exhibit 10.33

                                 AMENDMENT NO. 1
                                     TO THE
                    CASH MANAGEMENT SERVICES MASTER AGREEMENT
                                     BETWEEN
                                  ALLSTATE BANK
                                       AND
                           ALLSTATE INSURANCE COMPANY

This AMENDMENT No. 1 (the "Amendment") is made and entered into this 5th day of
January 2001 by and among Allstate Bank (formerly Allstate Federal Savings Bank,
herein the "Bank"), Allstate Insurance Company (herein "AIC"), Allstate Life
Insurance Company (herein "ALIC"), Lincoln Benefit Life Company (herein "LBL")
and American Heritage Life Insurance Company (herein "AHL").

WHEREAS, Bank and AIC are parties to a Cash Management Services Master Agreement
dated March 16, 1999, ("the Agreement"); and

WHEREAS, the parties desire to amend the Agreement to add additional parties to
include ALIC, LBL and AHL;

NOW THEREFORE, the parties agree that the Agreement shall hereby be amended as
follows:

1.   The definition of "Customer" in the first paragraph of the Agreement shall
     include ALIC, LBL and AHL in addition to AIC.

2.   Section 1 is amended to include the following:

          Separate Supplements will be developed for each entity that is a
          Customer. Customer and Bank further agree to comply with the ACH
          Security Procedures which are attached to this Agreement and
          incorporated herein.

3.   Section 8(a) is amended by adding the following:

          (iii) Customer will perform its obligations under this Agreement in
          accordance with, and will be bound by, all applicable laws and
          regulations, including the rules of the National Automated Clearing
          House Network ("NACHA Rules"); (iv) Customer will transmit entries to
          Bank to the location(s) and in compliance with the formatting and
          other requirements set forth in the applicable Supplement attached to
          this Agreement; (v) each party shown on an entry received by Bank from
          Customer has authorized the initiation and posting of such entry to
          its account in the amount and the effective entry date shown on such
          entry; (vi) such authorization is operative at the time of transmittal
          or crediting by Bank as provide herein; (vii) Customer will obtain all
          consents and authorizations required under the NACHA Rules and shall
          retain such consents and authorizations for a period not to exceed two
          (2) years after the effective expiration date ; (vii) Customer will
          give written



          notice ten (10) business days in advance to Bank for variable debit
          amounts and billing date changes; and (ix) entries transmitted to Bank
          by Customer are limited to those types of entries set forth in the
          Supplement.

4.   The following attachments to the Agreement are deleted in their entirety:

          (a)  Corporate Billing Policy dated July 1, 1998; and
          (b)  Cash Manager Concentration Module Security Procedures.

     Except as otherwise amended hereby, the Agreement shall remain unchanged.

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

ALLSTATE BANK                                ALLSTATE LIFE INSRUANCE COMPANY

By:                                          By:
    ---------------------------                  ---------------------------

Title:                                       Title:
       --------------------------                   --------------------------

Date:                                        Date:
      --------------------------                   --------------------------

ALLSTATE INSURANCE COMPANY                   LINCOLN BENEFIT LIFE COMPANY

By:                                          By:
    ---------------------------                  ---------------------------

Title:                                       Title:
       --------------------------                   --------------------------

Date:                                        Date:
      --------------------------                   --------------------------

AMERICAN HERITAGE LIFE
INSURANCE COMPANY

By:
      -------------------------
Title:
      ---------------------------

Date:
      --------------------------