GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A, S-6EL24/A, 1997-07-25

GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A
S-6EL24/A, 1997-07-25

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 25, 1997.

Registration No. 333-25045

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________

FORM S-6

PRE-EFFECTIVE AMENDMENT NO. 1
TO THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________

GLENBROOK LIFE A I M VARIABLE LIFE SEPARATE ACCOUNT A

(Exact Name of Trust)

GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
3100 SANDERS ROAD
NORTHBROOK, IL 60062
(Complete Address of Depositor's Principal Executive Offices)

MICHAEL J. VELOTTA, ESQ.
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, IL 60062
(Name and Complete Address of Agent for Service)

Copy to:

JOAN E. BOROS, ESQ.
KATTEN MUCHIN & ZAVIS
1025 THOMAS JEFFERSON, N.W.
SUITE 700
WASHINGTON, D.C. 20007

Securities being offered -- units of interest under modified single premium
variable life insurance contracts.

___________

The registrant hereby declares that it is registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940.

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

The Registrant hereby amends this registration statement on such dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

================================================================================

<PAGE> 2

RECONCILIATION AND TIE BETWEEN FORM N-8B-2 and PROSPECTUS

<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
<S> <C>
1. Cover Page
2. Cover Page; Additional Information about the Company
3. Not applicable
4. The Company; Distribution of the Contracts
5. The Variable Account - General
6. The Variable Account - General
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. Summary; The Variable Account - Fund; The Contract - Application for a Contract; Contract Benefits and Rights;
Other Matters - Voting Rights, Dividends
11. Summary; The Variable Account - Fund
12. Summary; The Variable Account - Fund
13. Summary; Deductions and Charges; Distribution of the Contracts; Federal Tax Considerations
14. The Contract - Application for a Contract, Premiums, Allocation of Premiums
15. Summary; The Contract - Premiums, Allocation of Premiums
16. The Variable Account - Fund; The Contract - Allocation of Premiums
17. Summary; Contract Benefits and Rights - Amount Payable on Surrender of the Contract, Partial Withdrawals,
Cancellation and Exchange Rights
18. The Variable Account; The Contract - Allocation of Premiums; Deductions and Charges; Federal Tax Considerations
19. Other Matters - Statements to Contract Owners
20. Not applicable
21. Contract Benefits and Rights - Contract Loans; Contract Benefits and Rights - Suspension of Valuation, Payments
and Transfers
22. Not applicable
23. Safekeeping of Variable Account's Assets; Additional Information about the Company
24. Contract Benefits and Rights - Transfer of Account Value; Other Matters
25. The Company
26. Not applicable
27. The Company; Additional Information about the Company
28. Executive Officers and Directors of the Company
29. The Company
30. Not applicable
31. Not applicable
32. Not applicable
33. Not applicable
34. Not applicable
35. The Company; Distribution of the Contracts
36. Not required by Form S-6
37. Not applicable
38. Distribution of the Contracts
39. The Company; Distribution of the Contracts
40. Not applicable
41. The Company; Distribution of the Contracts

</TABLE>
<PAGE> 3

<TABLE>
<S> <C>
42. Not applicable
43. Not applicable
44. The Contract - Allocation of Premiums, Accumulation Unit Value; Contract Benefits and Rights - Account Value;
Deductions and Charges
45. Not applicable
46. Contract Benefits and Rights - Account Value, Amount Payable on Surrender of the Contract, Partial Withdrawals;
Deductions and Charges
47. Not applicable
48. Cover Page; The Company
49. Not applicable
50. The Variable Account - General
51. Summary; The Company; The Contract; Contract Benefits and Rights; Other Matters; Federal Tax Considerations
52. The Variable Account - Fund, Investment Adviser
53. Summary; Federal Tax Considerations
54. Not applicable
55. Not applicable
56. Not required by Form S-6
57. Not required by Form S-6
58. Not required by Form S-6
59. Not required by Form S-6

</TABLE>
<PAGE> 4

GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE CONTRACTS
3100 SANDERS ROAD
NORTHBROOK, IL 60062

TELEPHONE (800) 755-5275

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

This prospectus describes the "AIM Lifetime Plus(SM) Variable Life," a
modified single premium variable life insurance contract (the "Contract")
offered by Glenbrook Life and Annuity Company (the "Company") for prospective
insured persons ages 0-85. The Contract lets the Contract Owner pay a
significant single premium and subject to restrictions, additional premiums.

The Contracts are modified endowment contracts for federal income tax
purposes, except in certain cases described under "Federal Tax Considerations,"
page 20. A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A MODIFIED ENDOWMENT
CONTRACT DURING THE LIFE OF THE INSURED WILL BE TAXED TO THE EXTENT OF ANY
ACCUMULATED INCOME IN THE CONTRACT. ANY AMOUNTS THAT ARE TAXABLE WITHDRAWALS
WILL BE SUBJECT TO A 10% ADDITIONAL PENALTY TAX, WITH CERTAIN EXCEPTIONS.

The minimum initial premium the Company will accept is $10,000. Premiums
are allocated to Glenbrook Life A I M Variable Life Separate Account A (the
"Variable Account"). The Variable Account invests in shares of the portfolios of
the AIM Variable Insurance Funds, Inc. (the "Fund Series"). The Fund Series
currently has nine funds (the "Funds") available for investment by the Variable
Account: (1) AIM V.I. Capital Appreciation Fund; (2) AIM V.I. Diversified Income
Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I. Government Securities
Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and Income Fund; (7) AIM
V.I. International Equity Fund; (8) AIM V.I. Money Market Fund; and (9) AIM V.I.
Value Fund.

There is no guaranteed minimum Account Value for a Contract. The Account
Value of a Contract will vary up or down to reflect the investment experience of
the sub-accounts of the Variable Account (the "Variable Sub-accounts") to which
the Contract Owner has allocated premiums. The Contract Owner bears the entire
investment risk for all amounts so allocated. The Contract continues in effect
while the Cash Surrender Value is sufficient to pay the monthly charges under
the Contract (the "Monthly Deduction Amount").

The Contract provides for an Initial Death Benefit shown on the Contract
Data page. The death benefit (the "Death Benefit") payable under a Contract may
be greater than the Initial Death Benefit but so long as the Contract continues
in effect, if no withdrawals are made, will never be less than the Initial Death
Benefit. The Account Value will, and under certain circumstances the Death
Benefit may, increase or decrease based on the investment experience of the
Variable Sub-accounts to which premiums have been allocated. At the death of the
Insured, the Company will pay a Death Benefit to the beneficiary.

IT MAY NOT BE ADVANTAGEOUS TO PURCHASE VARIABLE LIFE INSURANCE AS A
REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE OR IF YOU ALREADY OWN A VARIABLE
LIFE INSURANCE CONTRACT.

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUS OF
THE FUND SERIES WHICH CONTAINS A FULL DESCRIPTION OF THE FUNDS. BOTH
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE CONTRACTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY, ANY
BANK, NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

The Contracts may not be available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY.................................. 3
SPECIAL TERMS............................ 6
THE COMPANY.............................. 6
THE VARIABLE ACCOUNT..................... 7
General................................ 7
THE FUND SERIES.......................... 7
AIM Variable Insurance Funds, Inc. .... 7
Investment Advisor for the Funds....... 8
THE CONTRACT............................. 8
Application for a Contract............. 8
Premiums............................... 9
Allocation of Premiums................. 9
Accumulation Unit Values............... 10
DEDUCTIONS AND CHARGES................... 10
Monthly Deductions..................... 10
Cost of Insurance Charge............ 10
Tax Expense Charge.................. 11
Administrative Expense Charge....... 11
Other Deductions....................... 11
Mortality and Expense Risk Charge... 11
Annual Maintenance Fee.............. 11
Taxes Charged Against the Variable
Account........................... 11
Charges Against the Funds........... 12
Withdrawal Charge................... 12
Due and Unpaid Premium Tax Charge... 12
CONTRACT BENEFITS AND RIGHTS............. 13
Death Benefit.......................... 13
Accelerated Death Benefit.............. 13
Account Value.......................... 13
Transfer of Account Value.............. 14
Dollar Cost Averaging.................. 14
Automatic Portfolio Rebalancing........ 14
Contract Loans......................... 14
Amount Payable on Surrender of the
Contract............................ 15
Partial Withdrawals.................... 15
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Maturity............................... 15
Lapse and Reinstatement................ 15
Cancellation and Exchange Rights....... 16
Confinement Waiver Benefit............. 16
Suspension of Valuation, Payments and
Transfers........................... 16
Last Survivor Contracts................ 16
OTHER MATTERS............................ 17
Voting Privileges...................... 17
Statements to Contract Owners.......... 17
Limit on Right to Contest.............. 17
Misstatement as to Age and Sex......... 17
Payment Options........................ 17
Beneficiary............................ 18
Assignment............................. 18
Dividends.............................. 18
EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY................................. 18
DISTRIBUTION OF THE CONTRACTS............ 19
SAFEKEEPING OF THE VARIABLE ACCOUNT'S
ASSETS................................. 20
FEDERAL TAX CONSIDERATIONS............... 20
Introduction........................... 20
Taxation of the Company and the
Variable Account.................... 20
Taxation of Contract Benefits.......... 20
Modified Endowment Contracts........... 21
Diversification Requirements........... 21
Ownership Treatment.................... 21
Policy Loan Interest................... 21
ADDITIONAL INFORMATION ABOUT THE
COMPANY................................ 22
LEGAL PROCEEDINGS........................ 22
LEGAL MATTERS............................ 22
REGISTRATION STATEMENT................... 22
EXPERTS.................................. 22
FINANCIAL INFORMATION.................... 22
FINANCIAL STATEMENTS..................... F-1
APPENDIX A............................... A-1
</TABLE>

2
<PAGE> 6

SUMMARY

NOTE: A glossary of Special Terms used in this Prospectus appears at page
6, immediately following this Summary.

THE CONTRACT

The Contracts are life insurance contracts with death benefits, cash
values, and other traditional life insurance features. The Contracts are
"variable." Unlike the fixed benefits of ordinary whole life insurance, the
Account Value of a Contract will increase or decrease based on the investment
experience of the Variable Sub-accounts to which the Contract Owner has
allocated premiums. The Death Benefit also may increase or decrease under some
circumstances, but so long as the Contract remains in effect, the Death Benefit
will not decrease below the Initial Death Benefit if no withdrawals are made.
The Contracts are credited with units (the "Accumulation Units") to calculate
cash values. The Contract Owner may transfer the Account Value among the
Variable Sub-accounts.

The Contracts can be issued on a single life or "last survivor" basis. For
a discussion of how last survivor Contracts operate differently from single life
Contracts, see "Last Survivor Contracts," page 16.

In some states, the Contracts may be issued in the form of a group
Contract. In those states, certificates will be issued evidencing a purchaser's
rights under the group Contract. In certain states, certificates are issued
under group Contracts issued to the Financial Services Group Insurance Trust, an
Illinois Trust. The terms "Contract" and "Contract Owner," as used in this
prospectus, refer to and include such a certificate and certificate owner,
respectively.

THE VARIABLE ACCOUNT AND THE FUNDS

The Glenbrook Life A I M Variable Life Separate Account A (the "Variable
Account") funds the variable life insurance Contracts offered by this
prospectus. The Variable Account is a unit investment trust registered as such
under the Investment Company Act of 1940. It consists of multiple sub-accounts
(the "Variable Sub-Accounts"), each investing in a corresponding Fund.

Applicants should read the prospectus for the Fund Series in connection
with the purchase of a Contract. The investment objectives of each of the Funds
are briefly summarized below under "the Fund Series," page 7. The Fund Series
has a total of nine Funds available under the Contract. The Funds include: (1)
AIM V.I. Capital Appreciation Fund; (2) AIM V.I. Diversified Income Fund; (3)
AIM V.I. Global Utilities Fund; (4) AIM V.I. Government Securities Fund; (5) AIM
V.I. Growth Fund; (6) AIM V.I. Growth and Income Fund; (7) AIM V.I.
International Equity Fund; (8) AIM V.I. Money Market Fund; and (9) AIM V.I.
Value Fund. The assets of each Fund are held separately from the other Funds and
each has distinct investment objectives and policies which are described in the
accompanying prospectus for the Fund Series.

PREMIUMS

The Contract requires the Contract Owner to pay an initial premium of at
least $10,000. Additional premium payments may be made subject to the following
conditions:

- only one payment is allowed in any Contract Year;

- the minimum payment is $500;

- the attained age of the insured must be less than age 86; and

- absent submission of new evidence of insurability of the insured, the
maximum additional payment permitted in a Contract Year is the "Guaranteed
Additional Payment." The Guaranteed Additional Payment is the lesser of
$5,000 or a percentage of the initial payment (5% for attained ages 40-70,
and 0% for attained ages 20-39 and 71-85).

Additional premium payments may require an increase in the Specified Amount
in order for the Contract to meet the definition of a life insurance contract
under the Internal Revenue Code. Other than for the "Guaranteed Additional
Payment," the Company reserves the right to obtain satisfactory evidence of
insurability before accepting any additional premium payments requiring an
increase in the Specified Amount. The Company reserves the right to reject an
additional premium payment for any reason. Additional premiums may also be paid
at any time and in any amount necessary to avoid termination of the Contract.

DEDUCTIONS AND CHARGES

On each Monthly Activity Date, the Company will deduct a Monthly Deduction
Amount from the Account Value. The Monthly Deduction Amount will be made pro
rata from each Variable Sub-Account to which Account Value is allocated. The
Monthly Deduction Amount includes a cost of insurance charge, a tax expense
charge and an administrative expense charge. The monthly cost of insurance
charge is to cover the Company's anticipated mortality costs. The Company will
deduct monthly from the Account Value a tax expense charge equal to an annual
rate of 0.40% for the first ten Contract Years. This charge compensates the
Company for premium taxes imposed by various states and local jurisdictions and
for federal taxes resulting from the application of Section 848 of the Code. The
charge includes a premium tax deduction of 0.25% of Account Value and a federal
tax deduction of 0.15% of Account Value. The premium tax deduction represents an
average premium tax of 2.5% of premiums over ten years. The Company will deduct
from the Account Value a monthly administrative charge equal to an annual rate
of 0.25%. This charge compensates the Company for administrative expenses
incurred in the administration of the Variable Account and the Contracts. The
Company will also deduct from the

3
<PAGE> 7

Variable Account a daily charge equal to an annual rate of 0.90% of average
daily net assets for the mortality risks and expense risks the Company assumes
in relation to the Contracts. If the Cash Surrender Value is not sufficient to
cover a Monthly Deduction Amount due on any Monthly Activity Date, the Contract
may lapse. See "Deductions and Charges -- Monthly Deductions," page 10, and
"Contract Benefits and Rights -- Lapse and Reinstatement," page 15.

An Annual Maintenance Fee of $35 will be deducted on each Contract
Anniversary from all Variable Sub-Accounts to which Account Value is allocated,
in proportion to the amounts so allocated. This fee will be waived if total
premiums paid are $50,000 or more. This fee will help reimburse the Company for
administrative and maintenance costs of the Contracts. See "Deductions and
Charges -- Other Deductions -- Annual Maintenance Fee," page 11.

Applicants should review the prospectus for the Fund Series which
accompanies this prospectus for a description of the charges and expenses borne
by the Funds in connection with their operations. See "Deductions and Charges --
Other Deductions -- Charges Against the Funds," page 12.

Withdrawals in excess of the Free Withdrawal Amount will be subject to a
withdrawal charge as set forth below:

<TABLE>
<CAPTION>
PERCENTAGE OF
CONTRACT YEAR INITIAL PREMIUM WITHDRAWN
------------- -------------------------
<S> <C>
1..................................................... 7.75%
2..................................................... 7.75%
3..................................................... 7.75%
4..................................................... 7.25%
5..................................................... 6.25%
6..................................................... 5.25%
7..................................................... 4.25%
8..................................................... 3.25%
9..................................................... 2.25%
10+.................................................... 0.00%
</TABLE>

The Withdrawal Charge is imposed to cover a portion of the sales expense
incurred by the Company in distributing the Contracts. This expense includes
agents' commissions, advertising and the printing of prospectuses. See
"Deductions and Charges -- Other Deductions -- Withdrawal Charge," page 12.

During the first nine Contract Years, an additional premium tax charge will
be imposed on full or partial withdrawals. This charge ranges from a maximum of
2.25% in the first Contract Year, decreasing .25% in each of the next nine
Contract Years, with no charge thereafter. See "Deductions and Charges -- Other
Deductions -- Due and Unpaid Premium Tax Charge," page 12.

For a discussion of the tax consequences of a full or a partial withdrawal,
see "Federal Tax Considerations," page 20.

DEATH BENEFIT

At the death of the Insured while the Contract is in force, we will pay the
Death Benefit (less any Indebtedness and certain due and unpaid Monthly
Deduction Amounts) to the beneficiary. The Death Benefit determined on the date
of the Insured's death is the greater of: (1) the Specified Amount; or (2) the
Account Value multiplied by the death benefit ratio as found in the Contract.
See "Contract Benefits and Rights -- Death Benefit," page 13.

ACCOUNT VALUE

The Account Value of the Contract will increase or decrease to reflect: (1)
the investment experience of the Variable Sub-accounts to which Account Value is
allocated; and (2) deductions for the mortality and expense risk charge, the
Monthly Deduction Amount, and the Annual Maintenance Fee. There is no minimum
guaranteed Account Value and the Contract Owner bears the risk of the investment
in the Variable Sub-accounts. See "Contract Benefits and Rights -- Account
Value," page 13.

CONTRACT LOANS

A Contract Owner may obtain one or both of two types of cash loans from the
Company. Both types of loans are secured by the Contract. The maximum amount
available for such loans is 90% of the Contract's Cash Value, less the amount of
all loans existing on the date of the loan request (including loan interest to
the next Contract Anniversary), less any Annual Maintenance Fee due on or before
the next Contract Anniversary, and less any due and unpaid Monthly Deduction
Amounts. See "Contract Benefits and Rights -- Contract Loans," page 14.

LAPSE

Under certain circumstances a Contract may terminate if the Cash Surrender
Value on any Monthly Activity Date is less than the required Monthly Deduction
Amount. The Company will give written notice to the Contract Owner and a 61 day
grace period during
4
<PAGE> 8

which additional amounts may be paid to continue the Contract. See "Contract
Benefits and Rights -- Contract Loans," page 14 and "Lapse and Reinstatement,"
page 15.

CANCELLATION AND EXCHANGE RIGHTS

A Contract Owner has a limited right to return the Contract for
cancellation. The Contract Owner may return the Contract for cancellation, by
mail or hand delivery, to the agent who sold the Contract, within 10 days after
delivery of the Contract to the Contract Owner (in some states, this free-look
period is longer). If the Contract is returned within the free-look period, the
Company will return to the Contract Owner within 7 days thereafter the premiums
paid for the Contract adjusted to reflect any investment gain or loss resulting
from allocation to the Variable Account prior to the date of cancellation.
Certain states may require a return of premium without such adjustments. In
states where the Company is required to return the premiums paid upon a
free-look of the Contract and where the procedure has been approved by the
state, the Company reserves the right to allocate all premium payments made
prior to the expiration of the free-look period to the money market sub-account
of the Variable Account.

Once the Contract is in effect, it may be exchanged during the first 24
months after its issuance for a permanent life insurance contract on the life of
the Insured without submitting proof of insurability. See "Contract Benefits and
Rights -- Cancellation and Exchange Rights," page 16.

TAX CONSEQUENCES

The current Federal tax law generally excludes all death benefit payments
from the gross income of the Contract beneficiary. The Contracts generally will
be treated as modified endowment contracts. This status does not affect the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. However, loans, distributions or other
amounts received under a modified endowment contract are taxed to the extent of
accumulated income in the Contract (generally, the excess of Account Value over
premiums paid) and may be subject to a 10% penalty tax. See "Federal Tax
Considerations," page 20.

5
<PAGE> 9

SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated
meanings:

Account Value: The aggregate value under a Contract of the Variable
Sub-Accounts and the Loan Account.

Accumulation Unit: An accounting unit of measure used to calculate the
value of a Variable Sub-Account.

Age: The Insured's age at the Insured's last birthday.

Cash Value: The Account Value less any applicable withdrawal charges and
due and unpaid Premium Tax Charges.

Cash Surrender Value: The Cash Value less all Indebtedness and the Annual
Maintenance Fee, if applicable.

Code: The Internal Revenue Code of 1986, as amended.

Contract Anniversary: The same day and month as the Contract Date for each
subsequent year the Contract remains in force.

Contract Date: The date on or as of which coverage under a Contract becomes
effective and the date from which Contract Anniversaries, Contract Years and
Contract months are determined.

Contract Owner: The person having rights to benefits under the Contract
during the lifetime of the Insured; the Contract Owner may or may not be the
Insured.

Contract Years: Annual periods computed from the Contract Date.

Death Benefit: The greater of (1) the Specified Amount or (2) the Account
Value on the date of death multiplied by the death benefit ratio as specified in
the Contract.

Free Withdrawal Amount: The amount of a surrender or partial withdrawal
that is not subject to a Withdrawal Charge. This amount in any Contract Year is
10% of total premiums paid.

Initial Death Benefit: The Initial Death Benefit under a Contract is shown
on the Contract Data page.

Indebtedness: All Contract loans, if any, and accrued loan interest.

Insured: The person whose life is insured under a Contract.

Loan Account: An account in the Company's General Account, established for
any amounts transferred from the Variable Sub-Accounts for requested loans. The
Loan Account credits a fixed rate of interest that is not based on and is
different from the investment experience of the Variable Account.

Monthly Activity Date: The day of each month on which the Monthly Deduction
Amount is deducted from the Account Value of the Contract. Monthly Activity
Dates occur on the same day of the month as the Contract Date. If there is no
date equal to the Monthly Activity Date in a particular month, the Monthly
Activity Date will be the last day of that month.

Monthly Deduction Amount: A deduction on each Monthly Activity Date for the
cost of insurance charge, the tax expense charge and the administrative expense
charge.

Specified Amount: The minimum death benefit under a Contract, equal to the
Initial Death Benefit on the Contract Date. Thereafter it may change in
accordance with the terms of the partial withdrawal and the subsequent premium
provisions of the Contract.

Valuation Day: Every day the New York Stock Exchange is open for trading.
The value of the Variable Account is determined at the close of regular trading
on the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on each
valuation day.

Valuation Period: The period between the close of regular trading on the
New York Stock Exchange on successive Valuation Days.

Variable Account: Glenbrook Life AIM Variable Life Separate Account A, an
account established by the Company to separate the assets funding the Contracts
from other assets of the Company.

Variable Sub-Account: The subdivisions of the Variable Account used to
allocate a Contract Owner's Account Value, less Indebtedness, among the
Sub-accounts investing in the Funds.

THE COMPANY

The Company is the issuer of the Contract. The Company is a stock life
insurance company organized under the laws of Illinois in 1992. The Company was
originally organized under the laws of Indiana in 1965. From 1965 to 1983, the
Company was known as "United Standard Life Assurance Company" and from 1983 to
1992, the Company was known as "William Penn Life Assurance Company of America."
The Company is licensed to operate in the District of Columbia and all states
except New York. The Company intends to market the Contract in those
jurisdictions in which it is licensed to operate. The Company's home office is
located at 3100 Sanders Road, Northbrook, Illinois 60062.

6
<PAGE> 10

The Company is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws 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 of the outstanding capital stock of Allstate is
owned by The Allstate Corporation (the "Corporation").

THE VARIABLE ACCOUNT

GENERAL

Glenbrook Life A I M Variable Life Separate Account A (the "Variable
Account") is a separate account of the Company established on January 15, 1996
pursuant to the insurance laws of Illinois. The Variable Account is organized as
a unit investment trust and registered as such with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940 (the
"1940 Act"). The Variable Account meets the definition of a "separate account"
under the federal securities laws. Under Illinois law, the assets of the
Variable Account are held exclusively for the benefit of Contract Owners and
persons entitled to payments under the Contracts. The assets of the Variable
Account are not chargeable with liabilities arising out of any other business
which the Company may conduct.

THE FUND SERIES

The Variable Account will invest in shares of the AIM Variable Insurance
Funds, Inc. (the "Fund Series"). The Fund Series is registered with the
Commission as an open-end, series, management investment company. Registration
of the Fund Series does not involve supervision of its management, investment
practices or policies by the Commission. The Fund Series has nine portfolios
(the "Funds" or, each, a "Fund"). The Funds are designed to provide investment
vehicles for variable insurance contracts of various insurance companies, in
addition to the Variable Account.

It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in a Fund simultaneously. Although neither the Company nor the Fund
Series currently foresees any such disadvantages either to variable life
insurance or variable annuity contract owners, the Fund Series' Board of
Directors will monitor events in order to identify any material conflicts
between variable life and variable annuity contract owners and to determine what
action, if any, should be taken in response thereto. If the Board of Directors
were to conclude that separate funds should be established for variable life and
variable annuity separate accounts, the Company would bear the attendant
expenses.

All investment income of and other distributions to each Variable
Sub-Account arising from the corresponding Fund are reinvested in shares of that
Fund at net asset value. The income and both realized and unrealized gains or
losses on the assets of each Variable Sub-Account are therefore separate and are
credited to or charged against the Variable Sub-Account without regard to the
income, gains or losses of any other Variable Sub-Account or from any other
business of the Company. The Company will purchase shares in the Funds in
connection with premiums allocated to the corresponding Variable Sub-Account in
accordance with Contract Owners' directions and will redeem shares in the Funds
to meet Contract obligations or make adjustments in reserves, if any. The Fund
Series is required to redeem Fund shares at net asset value and to make payment
of such redemptions within seven days.

The Company reserves the right, subject to compliance with the law as then
in effect, to make additions to, deletions from, or substitutions for the Fund
shares underlying the Variable Sub-Accounts. If shares of any of the Funds
should no longer be available for investment, or if, in the judgment of the
Company's management, further investment in shares of any Fund should become
inappropriate in view of the purposes of the Contracts, the Company may
substitute shares of another Fund for shares already purchased, or to be
purchased in the future, under the Contracts. No substitution of securities will
take place without notice to Contract Owners and without prior approval of the
Commission to the extent required under the 1940 Act. The Company reserves the
right to establish additional Variable Sub-accounts of the Variable Account,
each of which would invest in shares of another Fund or in the portfolios of
other investment companies. Subject to Contract Owner approval, the Company also
reserves the right to end the registration under the 1940 Act of the Variable
Account or any other separate accounts of which the Company is the depositor or
to operate the Variable Account as a management investment company under the
1940 Act.

Each Fund is subject to certain investment restrictions and policies which
may not be changed without the approval of a majority of the shareholders of
that Fund. See the accompanying prospectus for the Fund Series for further
information on these policies and restrictions.

AIM VARIABLE INSURANCE FUNDS, INC.

AIM Variable Insurance Funds, Inc., the Fund Series, offers nine Funds for
use with this Contract: (1) AIM V.I. Capital Appreciation Fund; (2) AIM V.I.
Diversified Income Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I.
Government Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and
Income Fund; (7) AIM V.I. International Equity Fund; (8) AIM V.I. Money Market
Fund; and (9) AIM V.I. Value Fund. Each Fund has different investment objectives
and policies and operates as a separate investment fund. The following is a
brief description of the investment objectives and programs of the Funds. For a
more complete description, please see the prospectus of the Fund Series
accompanying this prospectus.

7
<PAGE> 11

AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified fund which seeks capital appreciation through investments in common
stocks, with emphasis on medium-sized and smaller emerging growth companies.

AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a
diversified fund which seeks a high level of current income primarily by
investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds"). The risks of investing in junk bonds are
described in the accompanying prospectus for the Fund Series, which should be
read carefully before investing.

AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND") is a
nondiversified fund which seeks a high level of current income, and as a
secondary objective, capital appreciation, by investing primarily in common and
preferred stocks of public utility companies (either domestic or foreign).

AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
fund which seeks a high level of current income consistent with reasonable
concern for safety of principal by investing in debt securities issued,
guaranteed or otherwise backed by the U.S. Government.

AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified fund which seeks
growth of capital through investments primarily in common stocks of leading U.S.
companies considered by the investment advisor to have strong earnings momentum.

AIM V.I. GROWTH AND INCOME FUND ("GROWTH & INCOME FUND") is a diversified
fund which seeks growth of capital, with current income as a secondary
objective, by investing primarily in dividend paying common stocks which have
prospects for both growth of capital and dividend income.

AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
fund which seeks long-term growth of capital by investing in international
equity securities, the issuers of which are considered by the investment advisor
to have strong earnings momentum.

AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified fund
which seeks as high a level of current income as is consistent with the
preservation of capital and liquidity by investing in a diversified portfolio of
money market instruments.

AIM V.I. VALUE FUND ("VALUE FUND") is a diversified fund which seeks
long-term growth of capital by investing primarily in equity securities judged
by the investment advisor to be undervalued relative to the current or projected
earnings of the companies issuing the securities, or relative to current market
values of assets owned by the companies issuing the securities or relative to
the equity markets generally. Income is a secondary objective.

An investment in the AIM VI Money Market Fund is neither insured nor
guaranteed by the U.S. Government. There can be no assurance that the AIM VI
Money Market Fund will be able to maintain a stable net asset value of $1.00 per
share.

All dividends and capital gains distributions from the Funds are
automatically reinvested in shares of the distributing Fund at their net asset
value.

There is no assurance that the Funds will attain their respective stated
objectives. Additional information concerning the investment objectives and
policies of the Funds can be found in the current prospectus for the Fund Series
accompanying this prospectus.

You will find more complete information about the Funds, including the
risks associated with each Fund, in the accompanying prospectus. You should read
the prospectus for the Fund Series in conjunction with this prospectus.

THE FUND SERIES PROSPECTUS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A PARTICULAR VARIABLE
SUB-ACCOUNT.

INVESTMENT ADVISOR FOR THE FUNDS

AIM Advisors, Inc., ("AIM") serves as the investment advisor to each Fund.
AIM was organized in 1976, and, together with its domestic subsidiaries, manages
or advises 48 investment company portfolios (including the Funds). AIM is a
wholly owned subsidiary of AIM Management Group Inc., an indirect subsidiary of
AMVESCO plc, (formerly INVESCO plc). AIM manages each Fund's assets pursuant to
a master investment advisory agreement dated February 28, 1997. As of March 18,
1997, total assets advised or managed by AIM and its domestic subsidiaries were
approximately $68 billion.

THE CONTRACT

APPLICATION FOR A CONTRACT

Individuals wishing to purchase a Contract must submit an application to
the Company. A Contract will be issued only on the lives of Insureds ages 0-85
who supply evidence of insurability satisfactory to the Company. Acceptance is
subject to the Company's underwriting rules and the Company reserves the right
to reject an application for any lawful reason. If a Contract is not issued, the
premium will be returned to the individual. No change in the terms or conditions
of a Contract will be made without the consent of the Contract Owner.

8
<PAGE> 12

Once the Company has received the initial premium and underwriting has been
approved, the Contract will be issued on the date the Company has received the
final requirement for issue. In the case of simplified underwriting, the
Contract will be issued or coverage denied within 3 business days of receipt of
premium. The Insured will be covered under the Contract, however, as of the
Contract Date. Since the Contract Date will generally be the date the Company
receives the initial premium, coverage under a Contract may begin before the
Contract is actually issued. In addition to determining when coverage begins,
the Contract Date determines Monthly Activity Dates, Contract months, and
Contract Years.

If the initial premium is over the limits established from time to time by
the Company (currently $1,000,000), the initial payment will not be accepted
with the application. In other cases, where the Company receives the initial
payment with the application, we will provide fixed conditional insurance during
underwriting according to the terms of a conditional receipt. The fixed
conditional insurance will be the insurance applied for, up to a maximum that
varies by age.

PREMIUMS

The Contract is designed to permit an initial premium payment and, subject
to certain conditions, additional premium payments. The initial premium payment
purchases a Death Benefit initially equal to the Contract's Specified Amount.
The minimum initial payment is $10,000.

Under current underwriting rules, which are subject to change, proposed
Insureds are eligible for simplified underwriting without a medical examination
if their application responses and initial premium payment meet simplified
underwriting standards. Customary underwriting standards will apply to all other
proposed Insureds. The maximum initial premium currently permitted on a
simplified underwriting basis varies with the issue age of the insured according
to the following table:

<TABLE>
<CAPTION>
SIMPLIFIED UNDERWRITING
ISSUE AGE MAXIMUM INITIAL PREMIUM
--------- -----------------------
<S> <C>
0-34........................................................ Not available
35-44....................................................... $ 15,000
45-54....................................................... $ 30,000
55-64....................................................... $ 50,000
65-80....................................................... $100,000
Over age 80................................................. Not available
</TABLE>

Additional premium payments may be made at any time, subject to the
following conditions:

- only one additional premium payment may be made in any Contract Year;

- each additional premium payment must be at least $500;

- attained age of the Insured must be less than age 86; and

Additional premium payments may require an increase in the Specified Amount
in order for the Contract to remain within the definition of a life insurance
contract under Section 7702 of the Code. Other than for the "Guaranteed
Additional Payment," the Company reserves the right to obtain satisfactory
evidence of insurability upon any additional premium payments requiring an
increase in the Specified Amount. However, we reserve the right to reject any
additional premium payment for any reason.

Unless you request otherwise in writing, any additional premium payment
received while a Contract loan exists will be applied first as a repayment of
Indebtedness, and second, as an additional premium payment, subject to the
conditions described above.

Additional premiums may be paid at any time and in any amount necessary to
avoid termination of the Contract without evidence of insurability.

ALLOCATION OF PREMIUMS

Upon completion of underwriting, the Company will either issue a Contract,
or deny coverage and return all premiums. If a Contract is issued, the initial
premium payment, plus an amount equal to the interest that would have been
earned had the initial premium been invested in the AIM V.I. Money Market
Sub-Account since the date of receipt of the premium, will be allocated on the
date the Contract is issued according to the initial premium allocation
instructions specified by you on the application. In the future, the Company may
allocate the initial premium (and the interest that would have been earned had
the initial premium been invested in the AIM V.I. Money Market Sub-Account since
its receipt) to the AIM VI Money Market Sub-Account during the free look period
in those states where state law requires premiums to be returned upon exercise
of the free-look right.

9
<PAGE> 13

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Variable Sub-Account will vary to
reflect the investment experience of the corresponding Fund and will be
determined on each Valuation Day by multiplying the Accumulation Unit Value of
the particular Variable Sub-Account on the preceding Valuation Day by a "Net
Investment Factor" for that Sub-Account for the Valuation Period then ended. The
Net Investment Factor for each Variable Sub-Account is determined by first
dividing (A) the net asset value per share of the corresponding Fund at the end
of the current Valuation Period (plus the per share dividends or capital gains
by that Fund if the ex-dividend date occurs in the Valuation Period then ended),
by (B) the net asset value per share of the corresponding Fund at the end of the
immediately preceding Valuation Period; and then subtracting from the result an
amount equal to the daily deductions for mortality and expense risk charges
imposed during the Valuation Period. Applicants should refer to the prospectus
for the Fund Series which accompanies this prospectus for a description of how
the assets of the Fund Series are valued since such determination has a direct
bearing on the Accumulation Unit Value of the corresponding Variable Sub-Account
and therefore the Account Value. See "Contract Benefits and Rights -- Account
Value," page 13.

All valuations in connection with a Contract, e.g., with respect to
determining Account Value and Cash Surrender Value and in connection with
Contract loans, or calculation of Death Benefits, or with respect to determining
the number of Accumulation Units to be credited to a Contract with each premium,
other than the initial premium and additional premiums requiring underwriting,
will be made on the date the request or payment is received in good order by the
Company at its Home Office if such date is a Valuation Day; otherwise such
determination will be made on the next succeeding date which is a Valuation Day.

Specialized Uses of the Contract: Because the Contract provides for an
accumulation of Cash Value as well as a death benefit, the Contract can be used
for various individual and business financial planning purposes. Purchasing the
Contract in part for such purposes entails certain risks. For example, if the
investment performance of the Variable Sub-Accounts to which Account Value is
allocated is less than expected or if sufficient premiums are not paid, the
Contract may lapse or may not accumulate sufficient Account Value to fund the
purpose for which the Contract was purchased. Withdrawals and Contract loans may
significantly affect current and future Account Value, Cash Surrender Value, or
Death Benefit proceeds. Depending upon Variable Sub-Account investment
performance and the amount of a Contract loan, the loan may cause a Contract to
lapse. The Contract is designed to provide benefits on a long-term basis. Before
purchasing a Contract for a specialized purpose, a purchaser should consider
whether the long-term nature of the Contract is consistent with the purpose for
which it is being considered. Using a Contract for a specialized purpose may
have tax consequences. (See "Federal Tax Considerations," page 20.)

DEDUCTIONS AND CHARGES

MONTHLY DEDUCTIONS

On each Monthly Activity Date including the Contract Date, the Company will
deduct from the Account Value attributable to the Variable Account an amount
("Monthly Deduction Amount") to cover charges and expenses incurred in
connection with the Contract. Each Monthly Deduction Amount will be deducted pro
rata from each Variable Sub-Account attributable to the Contract such that the
proportion of Account Value of the Contract attributable to each Variable
Sub-Account remains the same before and after the deduction. The Monthly
Deduction Amount will vary from month to month. If the Cash Surrender Value is
not sufficient to cover a Monthly Deduction Amount due on any Monthly Activity
Date, the Contract may lapse. See "Contract Benefits and Rights -- Lapse and
Reinstatement," page 15. The following is a summary of the monthly deductions
and charges which constitute the Monthly Deduction Amount.

Cost of Insurance Charge: The cost of insurance charge covers the Company's
anticipated mortality costs for standard and substandard risks. Current cost of
insurance rates are lower after the 10th Contract Year. The current cost of
insurance charge will not exceed the guaranteed cost of insurance charge. This
charge is the maximum annual cost of insurance per $1,000 as indicated in the
Contract; multiplied by the difference between the Death Benefit and the Account
Value (both as determined on the Monthly Activity Date); divided by $1,000; and
divided by 12. For standard risks, the guaranteed cost of insurance rate is
based on the 1980 Commissioner's Standard Ordinary Mortality Table, age last
birthday. (Unisex rates may be required in some states). A table of guaranteed
cost of insurance charges per $1,000 will be included in each Contract; however,
the Company reserves the right to use rates less than those shown in the table.
Substandard risks will be charged at a higher cost of insurance rate that will
not exceed rates based on a multiple of the 1980 Commissioner's Standard
Ordinary Mortality Table, age last birthday. The multiple will be based on the
Insured's substandard rating.

The cost of insurance charge rates are applied to the difference between
the Death Benefit determined on the Monthly Activity Date and the Account Value
on that same date prior to assessing the Monthly Deduction Amount, because the
difference is the amount for which the Company is at risk should the Death
Benefit be then payable. The Death Benefit as computed on a given date is the
greater of: (1) the Specified Amount on that date; or (2) the Account Value on
that date multiplied by the applicable Death Benefit ratio. (For an explanation
of the Death Benefit, see "Contract Benefits and Rights" on page 13.)

10
<PAGE> 14

EXAMPLE:

<TABLE>
<S> <C> <C>
Specified Amount............................................ = $100,000
Account Value on the Monthly Activity Date.................. = $ 30,000
Insured's attained age...................................... = 45
Death Benefit ratio for age 45.............................. = 2.15
</TABLE>

On the Monthly Activity Date in this example, the Death Benefit as then
computed would be $100,000, because the Specified Amount ($100,000) is greater
than the Account Value multiplied by the applicable Death Benefit ratio ($30,000
X 2.15 = $64,500). Since the Account Value on that date is $30,000, the cost of
insurance charges per $1,000 are applied to the difference ($100,000 - $30,000 =
$70,000).

Assume that the Account Value in the above example was $50,000. The Death
Benefit would then be $107,500 (2.15 X $50,000), since this is greater than the
Specified Amount ($100,000). The cost of insurance rates in this case would be
applied to ($107,500 - $50,000) = $57,500.

Because the Account Value and, as a result, the amount for which the
Company is at risk under a Contract may vary monthly, the cost of insurance
charge may also vary on each Monthly Activity Date. However, once a risk rating
class has been assigned to an Insured when the Contract is issued, that rating
class will not change if additional premium payments or partial withdrawals
increase or decrease the Specified Amount.

Tax Expense Charge: The Company will deduct monthly from the Account Value
a tax expense charge equal to an annual rate of 0.40% of Account Value for the
first ten Contract Years. This charge compensates the Company for premium taxes
imposed by various states and local jurisdictions and for federal taxes related
to the receipt of premiums under the Contracts and that results from the
application of Section 848 of the Code. The charge includes a premium tax
deduction of 0.25% of Account Value and a federal tax deduction of 0.15% of
Account Value. The 0.25% premium tax deduction over ten Contract Years
approximates the Company's average expenses for state and local premium taxes
(2.5%). Premium taxes vary, ranging from zero to 3.5%. The premium tax deduction
will be imposed regardless of a Contract owner's state of residence and,
therefore, is made whether or not any premium tax applies. The deduction may be
higher or lower than the premium tax imposed. The 0.15% federal tax deduction
helps reimburse the Company for approximate expenses incurred for federal taxes
resulting from the application of Section 848 of the Code.

Administrative Expense Charge: The Company will deduct monthly from the
Account Value an administrative expense charge equal to an annual rate of 0.25%
of the Account Value. This charge compensates the Company for administrative
expenses incurred in the administration of the Variable Account and the
Contracts.

All monthly deductions are taken by canceling Accumulation Units of the
Variable Account under the Contract.

OTHER DEDUCTIONS

Mortality and Expense Risk Charge: The Company will deduct from the
Variable Account a daily charge equivalent to an annual rate of 0.90% of average
daily net assets for the mortality risks and expense risks the Company assumes
in relation to the Contracts. The mortality risk assumed includes the risk that
the cost of insurance charges specified in the Contract will be insufficient to
meet claims. The Company also assumes a risk that the Death Benefit will exceed
the amount on which the cost of insurance charges were based on the Monthly
Activity Date preceding the death of an Insured. The expense risk assumed is
that expenses incurred in issuing and administering the Contracts will exceed
the administrative charges set in the Contract.

Annual Maintenance Fee: If the aggregate premiums paid on a Contract are
less than $50,000, the Company will deduct from the Account Value an Annual
Maintenance Fee of $35 on each Contract Anniversary. This fee will help
reimburse the Company for administrative and maintenance costs of the Contracts.
This fee will also be deducted upon surrender of the Contract on other than a
Contract Anniversary.

Taxes Charged Against the Variable Account: Currently no charge is made to
the Variable Account for federal income taxes that may be attributable to the
operations of the Variable Account (as opposed to the federal tax related to the
receipt of premiums under the Contract). The Company may, however, make such a
charge in the future. Charges for other taxes, if any, attributable to the
Variable Account or this class of Contracts may also be made.

11
<PAGE> 15

Charges Against the Funds: The Variable Account purchases shares of the
Funds at net asset value. The net asset value of each of the Fund's shares
reflects investment advisory fees and administrative expenses already deducted
from the assets of the Funds. Each Funds investment management fees are a
percentage of the average daily value of the net assets of the Funds:

FUND EXPENSES

(AS A PERCENTAGE OF FUND NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FUND FEES EXPENSES EXPENSES
---- ---------- -------- ----------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund.......................... 0.64% 0.09% 0.73%
AIM V.I. Growth and Income Fund............................. 0.65% 0.13% 0.78%
AIM V.I. Global Utilities Fund.............................. 0.65% 0.90% 1.55%
AIM V.I. Diversified Income Fund............................ 0.60% 0.26% 0.86%
AIM V.I. Government Securities Fund......................... 0.50% 0.41% 0.91%
AIM V.I. Growth Fund........................................ 0.65% 0.13% 0.78%
AIM V.I. International Equity Fund.......................... 0.75% 0.21% 0.96%
AIM V.I. Value Fund......................................... 0.64% 0.09% 0.73%
AIM V.I. Money Market Fund.................................. 0.40% 0.15% 0.55%
</TABLE>

Withdrawal Charge: Upon surrender of the Contract or partial withdrawals in
excess of the Free Withdrawal Amount, a Withdrawal Charge may be assessed. The
Free Withdrawal Amount in any Contract Year is 10% of total premiums paid. Any
Free Withdrawal Amount not taken in a Contract Year may not be carried forward
to increase the Free Withdrawal Amount in any subsequent year. Withdrawals in
excess of the Free Withdrawal Amount will be subject to a withdrawal charge as
set forth in the table below:

<TABLE>
<CAPTION>
PERCENTAGE OF INITIAL
PREMIUM WITHDRAWN
(IN EXCESS OF FREE
CONTRACT YEAR WITHDRAWAL AMOUNT)
- ------------- ---------------------
<S> <C>
1.......................................................... 7.75%
2.......................................................... 7.75%
3.......................................................... 7.75%
4.......................................................... 7.25%
5.......................................................... 6.25%
6.......................................................... 5.25%
7.......................................................... 4.25%
8.......................................................... 3.25%
9.......................................................... 2.25%
10+......................................................... 0.00%
</TABLE>

After the ninth Contract Year, no Withdrawal Charges will be imposed. In
addition, no Withdrawal Charge will be imposed on any withdrawal to the extent
that aggregate Withdrawal Charges and the federal tax portion of the tax expense
charge imposed would otherwise exceed 9% of total premiums paid prior to the
withdrawal. The Withdrawal Charge may be waived under certain circumstances if
the Insured is confined to a qualified long-term care facility or hospital. See
"Contract Benefits and Rights -- Confinement Waiver Benefit," page 16.

Due and Unpaid Premium Tax Charge: During the first nine Contract Years, a
charge for due and unpaid premium tax will be imposed on full or partial
withdrawals in excess of the Free Withdrawal Amount. This means that the Free
Withdrawal Amount is not subject to a charge for due and unpaid premium tax.
This charge is shown below, as a percent of the Account Value withdrawn:

<TABLE>
<CAPTION>
PERCENTAGE OF
INITIAL PREMIUM
CONTRACT YEAR WITHDRAWN
- ------------- ---------------
<S> <C>
1.......................................................... 2.25%
2.......................................................... 2.00%
3.......................................................... 1.75%
4.......................................................... 1.50%
5.......................................................... 1.25%
6.......................................................... 1.00%
7.......................................................... 0.75%
8.......................................................... 0.50%
9.......................................................... 0.25%
10+......................................................... 0.00%
</TABLE>

After the ninth Contract Year, no due and unpaid premium tax charge will be
imposed. The percentages indicated above are guaranteed not to increase.

12
<PAGE> 16

CONTRACT BENEFITS AND RIGHTS

DEATH BENEFIT

The Contracts provide for the payment of Death Benefit proceeds to the
named beneficiary when the Insured under the Contract dies. The proceeds payable
to the beneficiary equal the Death Benefit less any Indebtedness and less any
due and unpaid Monthly Deduction Amounts occurring during a Grace Period (if
applicable). The Death Benefit equals the greater of: (1) the Specified Amount;
or (2) the Account Value multiplied by the Death Benefit Ratio. The ratios vary
according to the attained age of the Insured and are specified in the Contract.
An increase in Account Value due to favorable investment experience may increase
the Death Benefit above the perience may increase the Death Benefit above the
Specified Amount; and a decrease in Account Value due to unfavorable investment
experience may decrease the Death Benefit (but not below the Specified Amount).

EXAMPLES:

<TABLE>
<CAPTION>
A B
- -
<S> <C> <C>
Specified Amount: .......................................... $100,000 $100,000
Insured's Age: ............................................. 45 45
Account Value on Date of Death: ............................ $ 48,000 $ 34,000
Death Benefit Ratio......................................... 2.15 2.15
</TABLE>

In Example A, the Death Benefit equals $103,200, i.e., the greater of
$100,000 (the Specified Amount) and $103,200 (the Account Value at the Date of
Death of $48,000, multiplied by the Death Benefit Ratio of 2.15). This amount,
less any Indebtedness and due and unpaid Monthly Deduction Amounts, constitutes
the proceeds which we would pay to the beneficiary.

In Example B, the Death Benefit is $100,000, i.e., the greater of $100,000
(the Specified Amount) or $73,100 (the Account Value of $34,000 multiplied by
the Death Benefit Ratio of 2.15).

All or part of the proceeds may be paid in cash or applied under an Income
Plan. See "Other Matters -- Payment Options," page 17.

ACCELERATED DEATH BENEFIT

If the Insured becomes terminally ill, the Contract Owner may request an
accelerated Death Benefit in an amount up to the lesser of: (1) 50% of the
Specified Amount on the day we receive the request; or (2) $250,000 for all
policies issued by the Company which cover the Insured. "Terminally ill" means
an illness or physical condition of the Insured that, notwithstanding
appropriate medical care, will result in a life expectancy of 12 months or less.
If the Insured is terminally ill as the result of an illness, the accelerated
Death Benefit is not available unless the illness occurred at least 30 days
after the Issue Date. If the Insured is terminally ill as the result of an
accident, the accelerated Death Benefit is available if the accident occurred
after the Issue Date.

The Company will pay benefits due under the accelerated Death Benefit
provision upon receipt of a written request from the Contract Owner and due
proof that the Insured has been diagnosed as terminally ill. The Company
reserves the right to require supporting documentation of the diagnosis and to
require, at the Company's expense, an examination of the Insured by a physician
of the Company's choice to confirm the diagnosis. The amount of the payment will
be the amount requested by the Contract Owner, reduced by the sum of: (1) a 12
month interest discount to reflect the early payment; (2) an administrative fee
not to exceed $250; and (3) a pro rata amount of any outstanding Contract loan
and accrued loan interest. After the payment has been made, the Specified
Amount, the Account Value and any outstanding Contract loan will be reduced on a
prorata basis.

Only one request for an accelerated Death Benefit per Insured is allowed.
The accelerated Death Benefit may not be available in all states.

ACCOUNT VALUE

The Account Value of a Contract will be computed on each Valuation Day. On
the Contract Date, the Account Value is equal to the initial premium (plus an
amount equal to the interest that would have been earned had the initial premium
been invested in the AIM V.I. Money Market Sub-Account since the date of receipt
of the premium) less the Monthly Deduction Amount for the first month.
Thereafter, the Account Value will vary to reflect the investment experience of
the Funds, the value of the Loan Account and the Monthly Deduction Amounts.
There is no minimum guaranteed Account Value.

The Account Value of a particular Contract is related to the net asset
value of the Funds to which premiums paid on the Contract have been allocated.
The Account Value on any Valuation Day is calculated by multiplying the number
of Accumulation Units credited to the Contract in each Variable Sub-Account as
of the Valuation Day by the then Accumulation Unit Value of that Variable
Sub-Account and then summing the result for all the Variable Sub-Accounts
credited to the Contract and the value of the Loan Account. See "The Contract --
Accumulation Unit Values," page 9.

13
<PAGE> 17

TRANSFER OF ACCOUNT VALUE

While the Contract remains in force and subject to the Company's transfer
rules then in effect, the Contract Owner may request that part or all of the
Account Value of a particular Variable Sub-Account be transferred to other
Variable Sub-Accounts. The Company reserves the right to impose a $10 charge on
each such transfer in excess of 12 per Contract Year. There are no charges on
transfers at the present time. The minimum amount that can be transferred is
shown on the Contract Data page (currently, there is no minimum).

Telephone transfer requests will be accepted by the Company if received at
1(800) 755-5275 by 4:00 p.m., Eastern Time. Telephone transfer requests received
at any other telephone number or after 4:00 p.m., Eastern Time will not be
accepted by the Company. Telephone transfer requests received before 4:00 p.m.,
Eastern Time are effected at the next computed value. Transfers by telephone may
be made by the Contract Owner's agent of record or attorney-in-fact pursuant to
a power of attorney. Telephone transfers may not be permitted in some states.
The policy of the Company and its agents and affiliates is that they will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. The Company will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine; otherwise, the Company
may be liable for any losses due to unauthorized or fraudulent instructions. The
procedures the Company follows for transactions initiated by telephone include
requirements that callers on behalf of a Contract Owner identify themselves and
the Contract Owner by name and social security number or other identifying
information. All transfer instructions by telephone are tape recorded.

As a result of a transfer, the number of Accumulation Units credited to the
Variable Sub-Account from which the transfer is made will be reduced by the
number obtained by dividing the amount transferred by the Accumulation Unit
Value of the Variable Sub-Account from which the transfer is made on the
Valuation Day the Company receives the transfer request. The number of
Accumulation Units credited to the Variable Sub-Account to which the transfer is
made will be increased by the number obtained by dividing the amount transferred
by the Accumulation Unit Value of that Variable Sub-Account on the Valuation Day
the Company receives the transfer request.

DOLLAR COST AVERAGING

Transfers may be made automatically through Dollar Cost Averaging while the
Contract is in force. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month (or some other frequency as may be determined by
the Company) from the Money Market Sub-Account to any other Variable
Sub-Account. 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. Participation in the Dollar Cost Averaging program does not assure you of
a greater profit from your purchases under the program, nor will it prevent or
alleviate losses in a declining market. Transfers under Dollar Cost Averaging
are not included in the count toward the 12 free transfers per year currently
permitted.

AUTOMATIC PORTFOLIO REBALANCING

Transfers may be made automatically through Automatic Portfolio Rebalancing
while the Contract is in force. By electing Automatic Portfolio Rebalancing, the
Account Value in the Variable Sub-Accounts will be rebalanced to the desired
allocation on a quarterly basis, determined from the first date that you decide
to rebalance. Each quarter, Account Value will be transferred among Variable
Sub-Accounts to achieve the desired allocation.

The desired allocation will be the allocation initially selected, unless
subsequently changed. You may change the allocation at any time by giving us
written notice. The new allocation will be effective with the first rebalancing
that occurs after we receive your written request.

CONTRACT LOANS

While the Contract is in force, a Contract Owner may obtain, without the
consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), one or both of two types of cash loans from the Company. These
types are Preferred Loans (described below) and non-Preferred Loans. Both types
of loans are secured by the Contract. The maximum amount available for a loan is
90% of the Contract's Cash Value, less the amount of all Contract loans existing
on the date of the loan (including loan interest to the next Contract
Anniversary), less any due and unpaid Monthly Deduction Amounts, and less any
Annual Maintenance Fee due on or before the next Contract Anniversary.

The loan amount will be transferred pro rata from each Variable Sub-Account
attributable to the Contract (unless the Contract Owner specifies otherwise) to
the Loan Account. The amounts allocated to the Loan Account will be credited
with interest at the loan credited rate set forth in the Contract. Loans will
bear interest at rates determined by the Company from time to time. Rates will
not exceed the maximum rate indicated in the Contract (currently 8% per year).
The amount of the Loan Account that equals the difference between the Account
Value and the total of all premiums paid under the Contract net of any premiums
returned due to partial withdrawals, as determined on each Contract Anniversary,
is considered a "Preferred Loan." Preferred Loans bear interest at a rate not to
exceed the Preferred Loan rate set forth in the Contract. The difference between
the value of the Loan Account and the Indebtedness will be transferred on a
pro-rata basis from the Variable Sub-Accounts to the Loan Account on each
Contract Anniversary. If the aggregate outstanding loan(s) and loan interest
secured by the Contract exceeds the Cash Value of the Contract, the Company will
give written notice

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<PAGE> 18

to the Contract Owner that unless the Company receives an additional payment
within 61 days (the "Grace Period") to reduce the aggregate outstanding loan(s)
secured by the Contract, the Contract may lapse.

All or any part of any loan secured by a Contract may be repaid while the
Contract is still in force. When loan repayments or interest payments are made,
the repayment will be allocated among the Variable Sub-Accounts in the same
percentage as subsequent payments are allocated (unless the Contract Owner
requests a different allocation), and an amount equal to the payment will be
deducted from the Loan Account. Any outstanding loan at the end of a Grace
Period must be repaid before the Contract will be reinstated. See "Contract
Benefits and Rights -- Lapse and Reinstatement," page 15.

A loan, whether or not repaid, will have a permanent effect on the Account
Value because the investment results of each Variable Sub-Account will apply
only to the amount remaining in that Variable Sub-Account. The longer a loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Variable Sub-Accounts earn more than the annual
interest rate for amounts held in the Loan Account, a Contract Owner's Account
Value will not increase as rapidly as it would have had no loan been made. If
the Variable Sub-Accounts earn less than that rate, the Contract Owner's Account
Value will be greater than it would have been had no loan been made. Also, if
not repaid, the aggregate outstanding loan(s) will reduce the Death Benefit
proceeds and Cash Surrender Value otherwise payable.

AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT

While the Contract is in force, a Contract Owner may elect, without the
consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), to surrender the Contract. Upon surrender, the Contract Owner will
receive the Cash Surrender Value determined as of the day the Company receives
the Contract Owner's written request for surrender or the date requested by the
Contract Owner, whichever is later. The Cash Surrender Value equals the Cash
Value less the Annual Maintenance Fee and any Indebtedness. The Company will pay
the Cash Surrender Value of the Contract within seven days of receipt by the
Company of the written request or on the effective surrender date requested by
the Contract Owner, whichever is later.

The Contract will terminate on the date of receipt of the written request,
or the date the Contract Owner requests the surrender to be effective, whichever
is later. For a discussion of the tax consequences of surrendering the Contract,
see "Federal Tax Considerations," page 20.

The Contract Owner may elect to apply the surrender proceeds to an Income
Plan (see "Other Matters -- Payment Options," page 17).

PARTIAL WITHDRAWALS

- the Specified Amount prior to the partial withdrawal reduced
proportionately to the reduction in Account Value; or

- the minimum Specified Amount necessary in order to meet the definition of
a life insurance contract under Section 7702 of the Code.

Partial withdrawals in excess of the Free Withdrawal Amount may be subject
to a Withdrawal Charge and any due and unpaid premium tax charges. See
"Deductions and Charges -- Other Deductions -- Withdrawal Charge" and "Premium
Tax Charge." For a discussion of the tax consequences of partial withdrawals,
see "Federal Tax Considerations," page 20.

MATURITY

The Contracts have no maturity date.

LAPSE AND REINSTATEMENT

The Contract will remain in force until the Cash Surrender Value is
insufficient to cover a Monthly Deduction Amount due on a Monthly Activity Date.
The Company will give written notice to the Contract Owner that if an amount
shown in the notice (which will be sufficient to cover the Monthly Deduction
Amount(s) due) is not paid within the 61 day Grace Period, there is a danger of
lapse.

The Contract will continue through the Grace Period, but if no payment is
forthcoming, it will terminate at the end of the Grace Period. If the Insured
dies during the Grace Period, the proceeds payable under the Contract will be
reduced by the Monthly Deduction Amount(s) due and unpaid. See "Contract
Benefits and Rights -- Death Benefit," page 13.

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<PAGE> 19

reinstatement premium is equal to an amount sufficient to: (1) cover all Monthly
Deduction Amounts and Annual Maintenance Fees due and unpaid during the Grace
Period, and (2) keep the Contract in force for three months after the date of
reinstatement. The Specified Amount upon reinstatement cannot exceed the
Specified Amount of the Contract at its lapse. The Account Value on the
reinstatement date will reflect the Account Value at the time of termination of
the Contract plus the premiums paid at the time of reinstatement. Withdrawal
charges and due and unpaid premium tax charges, Cost of Insurance, and Tax
Expense Charges will continue to be based on the original Contract Date.

CANCELLATION AND EXCHANGE RIGHTS

A Contract Owner has a limited right to return a Contract for cancellation.
If the Contract is returned for cancellation by mail or personal delivery to the
Company or to the agent who sold the Contract within 10 days after delivery of
the Contract to the Contract Owner (a longer free-look period is provided in
certain states), the Company will return to the Contract Owner within 7 days the
sum of: (1) the Account Value on the date the returned Contract is received by
the Company or its agent; and (2) any deductions under the Contract or by the
Funds for taxes, charges or fees. Some states may require the Company to return
the premiums paid for the returned Contract.

Once the Contract is in effect, it may be exchanged during the first 24
months after its issuance for a non-variable permanent life insurance contract
offered by the Company on the life of the Insured. The Company reserves the
right to make available a permanent life insurance contract offered by the
Company's account or any affiliated company without evidence of insurability.
The amount at risk to the Company (i.e., the difference between the Death
Benefit and the Account Value) under the new contract will be equal to or less
than the amount at risk to the Company under the exchanged Contract on the date
of exchange. Premiums under the new Contract will be based on the same risk
classification as the exchanged Contract. The exchange is subject to adjustments
in premiums and Account Value to reflect any variance between the exchanged
Contract and the new contract. The Company reserves the right to make such a
contract available that is offered by the Company's parent or by any affiliate
of the Company.

CONFINEMENT WAIVER BENEFIT

Under the terms of an amendatory endorsement to the Contract, the Company
will waive any Withdrawal Charges on partial withdrawals and surrenders of the
Contract requested while the Insured is confined to a qualified long-term care
facility or hospital for a period of more than 90 consecutive days beginning 30
days or more after the Contract Date, or within 90 days after the Insured is
discharged from such confinement. The confinement must have been prescribed by a
licensed medical doctor or a licensed doctor of osteopathy, operating within the
scope of his or her license, and must be medically necessary. The prescribing
doctor may not be the Insured, the Contract Owner, or any spouse, child, parent,
grandchild, grandparent, sibling or in-law of the Contract Owner. "Medically
necessary" means appropriate and consistent with the diagnosis and which could
not have been omitted without adversely affecting the Insured's condition. The
confinement waiver benefit may not be available in all states.

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS

The Company will suspend all procedures requiring valuation of the Variable
Account (including transfers, surrenders and loans) on any day the New York
Stock Exchange is closed or trading is restricted due to an existing emergency
as defined by the Commission, or on any day the Commission has ordered that the
right of surrender of the Contracts be suspended for the protection of Contract
Owners, until such emergency has ended.

LAST SURVIVOR CONTRACTS

The Contracts are offered on a single life and "last survivor" basis.
Contracts sold on a last survivor basis operate in a manner almost identical to
the single life version. The most important difference is that the last survivor
version involves two Insureds and the proceeds are paid only on the death of the
last surviving Insured. The other significant differences between the last
survivor and single life versions are listed below:

1. Last survivor Contracts are offered for prospective insured persons age
18-85.

2. The cost of insurance charges under the last survivor Contracts are
determined in a manner that reflects the anticipated mortality of the
two Insureds and the fact that the Death Benefit is not payable until
the death of the second Insured. See the last survivor illustrations in
"Appendix A," page A-1.

3. To qualify for simplified underwriting under a last survivor Contract,
both Insureds must meet the simplified underwriting standards.

4. For a last survivor Contract to be reinstated, both Insureds must be
alive on the date of reinstatement.

5. For a last survivor Contract, provisions regarding misstatement of age
or sex, suicide and incontestability apply to either Insured.

6. The Accelerated Death Benefit provision is only available upon terminal
illness of the last survivor.

7. The Confinement Waiver Benefit is available upon confinement of either
insured.

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OTHER MATTERS

VOTING PRIVILEGES

In accordance with its view of presently applicable law, the Company will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from Contract Owners (or the
assignee of the Contract, as the case may be) having a voting interest in the
Variable Account. The number of shares of a Fund held in a Variable Sub-Account
which are attributable to each Contract Owner is determined by dividing the
Contract Owner's interest in that Variable Sub-Account by the per share net
asset value of the corresponding Fund. The Company will vote shares for which no
instructions have been given and shares which are not attributable to Contract
Owners (i.e., shares owned by the Company) in the same proportion as it votes
shares for which it has received instructions. If the 1940 Act or any rule
promulgated thereunder should be amended, however, or if the Company's present
interpretation should change and, as a result, the Company determines it is
permitted to vote the shares of the Funds in its own right, it may elect to do
so.

The voting interests of the Contract Owner (or the assignee) in the Funds
will be determined as follows: Contract Owners are entitled to give voting
instructions to the Company with respect to Fund shares attributable to them as
described above, determined on the record date for the shareholder meeting for
that Fund. Therefore, if a Contract Owner has taken a loan secured by the
Contract, amounts transferred from the Variable Sub-Account(s) to the Loan
Account in connection with the loan (see "Contract Benefits and Rights --
Contract Loans," page 14) will not be considered in determining the voting
interests of the Contract Owner. Contract Owners should review the prospectus
for the Fund Series which accompanies this prospectus to determine matters on
which Fund Series shareholders may vote.

The Company may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment objective
of one or more of the Funds or to approve or disapprove an investment advisory
contract for the Funds.

The Company may disregard voting instructions in favor of changes initiated
by Contract Owners in the investment objectives or the investment advisor of the
Funds if the Company reasonably disapproves of such changes. A change would be
disapproved only if the proposed change is contrary to state law or prohibited
by state regulatory authorities. If the Company does disregard voting
instructions, a summary of that action and the reasons for such action will be
included in the next periodic report to Contract Owners.

STATEMENTS TO CONTRACT OWNERS

The Company will maintain all records relating to the Variable Account and
the Variable Sub-Accounts. At least once each Contract Year, the Company will
send to each Contract Owner a statement showing the coverage amount and the
Account Value of the Contract (indicating the number of Accumulation Units
credited to the Contract in each Variable Sub-Account and the corresponding
Accumulation Unit Value), and any outstanding loan secured by the Contract as of
the date of the statement. The statement will also show premiums paid, and
Monthly Deduction Amounts under the Contract since the last statement, and any
other information required by applicable law or regulation.

LIMIT ON RIGHT TO CONTEST

The Company may not contest the validity of the Contract after it has been
in effect during the Insured's lifetime for two years from the Contract Date. If
the Contract is reinstated, the two-year period is measured from the date of
reinstatement. Any increase in the Specified Amount for which evidence of
insurability was obtained is contestable for 2 years from its effective date. In
addition, if the Insured dies by suicide while sane or self destruction while
insane in the two-year period after the Contract Date, or such period as
specified under applicable state law, the benefit payable will be limited to the
premiums paid less any Indebtedness and partial withdrawals. If the Insured dies
by suicide while sane or self-destruction while insane in the two-year period
following an increase in the Specified Amount, the benefit payable with respect
to the increase will be limited to the additional premium paid for such
increase, less any Indebtedness and partial withdrawals.

MISSTATEMENT AS TO AGE AND SEX

If the age or sex of the Insured is incorrectly stated, the Death Benefit
will be appropriately adjusted as specified in the Contract.

PAYMENT OPTIONS

The surrender proceeds or Death Benefit proceeds under the Contracts may be
paid in a lump sum or may be applied to one of the Company's Income Plans. If
the amount to be applied to an Income Plan is less than $3,000 or if it would
result in an initial income payment of less than $20, the Company may require
that the frequency of income payments be decreased such that the income payments
are greater than $20 each, or the Company may elect to pay the amount in a lump
sum. No surrender or partial withdrawals are permitted after payments under an
Income Plan commence.

We will pay interest on the proceeds from the date of the Insured's death
to the date payment is made or a payment option is elected. At such times, the
proceeds are not subject to the investment experience of the Variable Account.

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<PAGE> 21

The Income Plans are fixed annuities payable from the Company's general
account. They do not reflect the investment experience of the Variable Account.
Fixed annuity payments are determined by multiplying the amount applied to the
annuity by a rate to be determined by the Company which is no less than the rate
specified in the fixed payment annuity tables in the Contract. The annuity
payment will remain level for the duration of the annuity. The Company may
require proof of age and gender of the payee (and joint payee, if applicable)
before payments begin. The Company may also require proof that such person(s)
are living before it makes each payment.

The following options are available under the Contracts (the Company may
offer other payment options):

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS

The Company will make payments for as long as the payee lives. If the payee
dies before the selected number of guaranteed payments have been made, the
Company will continue to pay the remainder of the guaranteed payments.

INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS

The Company will make payments for as long as either the payee or joint
payee, named at the time of Income Plan selection, is living. If both the payee
and the joint payee die before the selected number of guaranteed payments have
been made, the Company will continue to pay the remainder of the guaranteed
payments.

The Company will make any other arrangements for income payments as may be
agreed on.

BENEFICIARY

The applicant names the beneficiary in the application for the Contract.
The Contract Owner may change the beneficiary (unless irrevocably named) during
the Insured's lifetime by written request to the Company. If no beneficiary is
living when the Insured dies, the proceeds will be paid to the Contract Owner if
living; otherwise to the Contract Owner's estate.

ASSIGNMENT

Unless required by state law, the Contract may not be assigned as
collateral for a loan or other obligation.

DIVIDENDS

No dividends will be paid under the Contracts. The Contracts are
nonparticipating.

GLENBROOK LIFE AND ANNUITY COMPANY
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

The directors and executive officers are listed below, together with
information as to their ages, dates of election and principal business
occupations during the last five years (if other than their present business
occupations).

LOUIS G. LOWER, II, 52, Chief Executive Officer and Chairman of the Board
(1995)*

Also Director (1986-Present) and Senior Vice President (1995-Present) of
Allstate Insurance Company; Director (1991-Present) of Allstate Life Financial
Services, Inc.; Director (1986-Present) and President (1990-Present) Allstate
Life Insurance Company; Director (1983-Present) and Chairman of the Board
(1990-Present) of Allstate Life Insurance Company of New York; Director
(1990-Present), Chairman of the Board of Directors and Chief Executive Officer
(1995-Present), Chairman of the Board of Directors and President (1990-1995) of
Glenbrook Life Insurance Company; Director and Chairman of the Board
(1995-Present) of Laughlin Group Holdings, Inc.; Director and Chairman of the
Board of Directors and Chief Executive Officer (1989-Present) Lincoln Benefit
Life Company; Director (1986-Present), Chairman of the Board of Directors and
Chief Executive Officer (1995-Present) of Northbrook Life Insurance Company; and
Chairman of the Board of Directors and Chief Executive Officer (1995-Present)
Surety Life Insurance Company.

PETER H. HECKMAN, 51, President, Chief Operating Officer and Director (1996)*

Also Director and Vice President (1988-Present) of Allstate Life Insurance
Company; Director (1990-1996), Vice President (1989-Present), Allstate Life
Insurance Company of New York; Director (1991-1993) of Allstate Life Financial
Services, Inc.; Director (1990-Present), President and Chief Operating Officer
(1996-Present), and Vice President (1990-1996), Glenbrook Life Insurance
Company; Director (1995-Present) and Vice Chairman of the Board (1996-Present)
Laughlin Group Holdings, Inc.; Director (1990-Present) and Vice Chairman of the
Board (1996-Present) Lincoln Benefit Life Company; Director (1988-Present)
President and Chief Operating Officer (1996-Present), and was Vice President
(1989-1996), Northbrook Life Insurance Company; and Director (1995-Present) and
Vice Chairman of the Board (1996-Present) Surety Life Insurance Company.

MICHAEL J. VELOTTA, 51, Vice President, Secretary, General Counsel, and Director
(1992)*

Also Director and Secretary (1993-Present) of Allstate Life Financial
Services, Inc.; Director (1992-Present) Vice President, Secretary and General
Counsel (1993-Present) Allstate Life Insurance Company; Director (1992-Present)
Vice President, Secretary and General Counsel (1993-Present) Allstate Life
Insurance Company of New York; Director (1992-Present) Vice President, Secretary
and

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<PAGE> 22

General Counsel (1993-Present) Glenbrook Life Insurance Company; Director and
Secretary (1995-Present) Laughlin Group Holdings, Inc.; Director (1992-Present)
and Assistant Secretary (1995-Present) Lincoln Benefit Life Company; Director
(1992-Present) Vice President, Secretary and General Counsel (1993-Present)
Northbrook Life Insurance Company; and Director and Assistant Secretary
(1995-Present) Surety Life Insurance Company.

JOHN R. HUNTER, 42, Director (1996)*

Also Assistant Vice President (1990-Present) Allstate Life Insurance
Company; Assistant Vice President (1996-Present) Allstate Life Insurance Company
of New York; Director (1996-Present) Glenbrook Life Insurance Company; and
Director (1994-Present) and Assistant Vice President (1990-Present) Northbrook
Life Insurance Company.

G. CRAIG WHITEHEAD, 51, Senior Vice President and Director (1995)*

Also Assistant Vice President (1991-Present) Allstate Life Insurance
Company; Director (1994-Present) Assistant Vice President (1991-Present)
Glenbrook Life Insurance Company; Assistant Vice President (1992-Present)
Secretary (1995) Glenbrook Life and Annuity Company; Director (1995-Present)
Laughlin Group Holdings, Inc.

MARLA G. FRIEDMAN, 43, Vice President (1996)*

Also Director (1991-Present) and Vice President (1988-Present) Allstate
Life Insurance Company; Director (1993-1996) Allstate Life Financial Services,
Inc.; Assistant Vice President (1996-Present) Allstate Life Insurance Company of
New York; Director (1991-1996), President and Chief Operating Officer
(1995-1996) and Vice President (1990-1995) and (1996-Present) Glenbrook Life
Insurance Company; Director and Vice Chairman of the Board (1995-1996) Laughlin
Group Holdings, Inc.; and Director (1989-1996), President and Chief Operating
Officer (1995-1996) and Vice President (1996-Present) Northbrook Life Insurance
Company.

KEVIN R. SLAWIN, 39, Vice President (1996)*

Also Assistant Vice President and Assistant Treasurer (1995-1996) Allstate
Insurance Company; Director (1996-Present) and Assistant Treasurer (1995-1996)
Allstate Financial Services, Inc.; Director and Vice President (1996-Present)
and Assistant Treasurer (1995-1996) Allstate Life Insurance Company; Director
and Vice President (1996-Present) and Assistant Treasurer (1995-1996) Allstate
Life Insurance Company of New York; Director and Vice President (1996-Present)
and Assistant Treasurer (1995-1996) Glenbrook Life Insurance Company; Director
(1996-Present) and Assistant Treasurer (1995-1996) Laughlin Group Holdings,
Inc.; Director (1996-Present) Lincoln Benefit Life Company; Director and Vice
President (1996-Present) and Assistant Treasurer (1995-1996) Northbrook Life
Insurance Company; Director (1996-Present) Surety Life Insurance Company; and
Assistant Treasurer and Director (1994-1995) Sears Roebuck and Co.; and
Treasurer and First Vice President (1986-1994) Sears Mortgage Corporation.

CASEY J. SYLLA, 54, Chief Investment Officer (1995)*

Also Director (1995-Present) Senior Vice President and Chief Investment
Officer (1995-Present) Allstate Insurance Company; Director (1995-Present) Chief
Investment Officer (1995-Present) Allstate Life Insurance Company; Chief
Investment Officer (1995-Present) Allstate Life Insurance Company of New York;
Chief Investment Officer (1995-Present) Glenbrook Life Insurance Company; and
Director and Chief Investment Officer (1995-Present) Northbrook Life Insurance
Company. Prior to 1995 he was Senior Vice President and Executive Officer --
Investments (1992-1995) of Northwestern Mutual Life Insurance Company.

JAMES P. ZILS, 46, Treasurer (1995)*

Also Vice President and Treasurer (1995-Present) Allstate Insurance
Company; Treasurer (1995-Present) Allstate Life Financial Services, Inc.;
Treasurer (1995-Present) Allstate Life Insurance Company; Treasurer
(1995-Present) Allstate Life Insurance Company of New York; Treasurer
(1995-Present) Glenbrook Life Insurance Company; Treasurer (1995-Present)
Laughlin Group Holdings, Inc.; and Treasurer (1995-Present) Northbrook Life
Insurance Company. Prior to 1995 he was Vice President of Allstate Life
Insurance Company. Prior to 1993 he held various management positions.

* Date elected/appointed to current office.

DISTRIBUTION OF THE CONTRACTS

Allstate Life Financial Services, Inc. ("ALFS"), 3100 Sanders Road,
Northbrook Illinois, a wholly owned subsidiary of Allstate Life Insurance
Company, acts as the principal underwriter of the Contracts. ALFS is registered
as a broker-dealer under the Securities Exchange Act of 1934 and became a member
of the National Association of Securities Dealers, Inc. on June 30, 1993.
Contracts are sold by registered representatives of unaffiliated broker-dealers
or bank employees who are licensed insurance agents appointed by the Company,
either individually or through an incorporated insurance agency and who have
entered into a selling agreement with ALFS to sell the Contracts. In some
states, Contracts may be sold by representatives or employees of banks which may
be acting as broker-dealers without separate registration under the Securities
Exchange Act of 1934, pursuant to legal and regulatory exceptions.

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<PAGE> 23

The maximum sales commission payable to Company agents, independent
registered insurance brokers, and other registered broker-dealers is 7.25% of
initial and subsequent premiums. From time to time, the Company may pay or
permit other promotional incentives, in cash or credit or other compensation.

The underwriting agreement with ALFS provides for indemnification of ALFS
by the Company for liability to Owners arising out of services rendered or
Contracts issued.

SAFEKEEPING OF THE VARIABLE
ACCOUNT'S ASSETS

The assets of the Variable Account are held by the Company. The assets of
the Variable Account are kept physically segregated and held separate and apart
from the General Account of the Company. The Company maintains records of all
purchases and redemptions of shares of the Funds.

FEDERAL TAX CONSIDERATIONS

INTRODUCTION

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY 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 purchase of a life insurance contract depend upon
the individual circumstances of each person. If you are concerned about any tax
consequences with regard to your individual circumstances, you should consult a
qualified tax advisor.

TAXATION OF THE COMPANY AND THE VARIABLE ACCOUNT

The Company is taxed as a life insurance company under Part I of Subchapter
L of the Internal Revenue Code. Since the Variable Account is not an entity
separate from the Company and its operations form a part of the Company, it will
not be taxed separately as a "Regulated Investment Company" under Subchapter M
of the Code. Investment income and realized capital gains are automatically
applied to increase reserves under the Contracts. Under existing federal income
tax law, the Company believes that the Variable Account investment income and
realized net capital gains will not be taxed to the extent that such income and
gains are applied to increase the reserves under the Contracts.

Accordingly, the Company does not anticipate that it will incur any federal
income tax liability attributable to the Variable Account, and therefore the
Company does not intend to make provisions for any such taxes. However, if
changes in the federal tax laws or interpretations thereof result in the Company
being taxed on income or gains attributable to the Variable Account, then the
Company may impose a charge against the Variable Account (with respect to some
or all Contracts) in order to set aside provisions to pay such taxes.

TAXATION OF CONTRACT BENEFITS

In order to qualify as a life insurance contract for federal income tax
purposes, the Contract must meet the definition of a life insurance contract set
forth in Section 7702 of the Code. Section 7702 limits the amount of premiums
that may be invested in a contract that is treated as life insurance. The manner
in which Section 7702 should be applied to certain features of the Contract
offered in this prospectus is not directly addressed in Section 7702.
Nevertheless, the Company believes that the Contact will meet the Section 7702
definition of a life insurance contract. This means that:

- the death benefit should be fully excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code; and

- the Contract Owner should not be considered in constructive receipt of
the Cash Value of the Contract, including any increases, until actual
cancellation of the Contract

In addition, in the absence of final regulations or other pertinent
interpretations of Section 7702, there is necessarily some uncertainty as to
whether a substandard risk Contract will meet the statutory life insurance
contract definition. If a Contract were determined not to be a life insurance
contract for purposes of Section 7702, such Contract would not provide most of
the tax advantages normally provided by a life insurance contract. The Company
reserves the right to amend the Contracts to comply with any future changes in
the Code, any regulations or rulings under the Code and any other requirements
imposed by the Internal Revenue Service.

If you own and are the Insured under the Contract, the Death Benefit will
be included in your gross estate for federal estate tax purposes if the proceeds
are payable to your estate. If the beneficiary is other than your estate but you
retained incidents of ownership in the Contract, the Death Benefit will also be
included in your gross estate. Examples of incidents of ownership include, but
are not limited to, the right to change beneficiaries, to assign the Contract or
revoke an assignment, to pledge the Contract or to obtain a policy loan. If you
own and are the Insured under the Contract and you transfer all incidents of
ownership in the Contract, the Death Benefit will be included in your gross
estate if you die within three years from the date of the ownership transfer.
State and local estate and inheritance tax consequences may also apply. In
addition, certain transfers of the Contract or Death Benefit, either during life
or at death, to individuals (or trusts for the benefit of such individuals) two
or more generations below that of the transferor may be subject to the federal
generation skipping transfer tax.

20
<PAGE> 24

In addition, the Contract may be used in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, retiree medical benefit plans, and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual arrangement. Therefore, if you are
contemplating the use of a Contract in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.

MODIFIED ENDOWMENT CONTRACTS

A life insurance contract is treated as a "modified endowment contract"
under Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay test
provides that premiums cannot be paid at a rate more rapidly than that allowed
by the payment of seven annual premiums using specified computational rules
provided in Section 7702A(c). The large single premium permitted under the
Contract (which is equal to 100% of the "Guideline Single Premium" as defined in
Section 7702 of the Code) does not meet the specified computational rules for
the "seven-pay test" under Section 7702A(c). Therefore, the Contract will
generally be treated as a modified endowment contract for federal income tax
purposes. However, an exchange of a life insurance contract that is not a
modified endowment contract will not cause the new contract to be a modified
endowment contract if no additional premiums are paid. An exchange under Section
1035 of the Code of a life insurance contract that is a modified endowment
contract for a new life insurance contract will always cause the new contract to
be a modified endowment contract. A contract that is classified as a modified
endowment contract is generally eligible for the beneficial tax treatment
accorded to life insurance. Accordingly, the death benefit is excluded from
income and increments in value are not subject to current taxation. If a person
receives any amount as a policy loan from a modified endowment contract, or
assigns or pledges any part of the value of the contract, such amount is treated
as a distribution. Unlike other life insurance contracts, distributions received
before the insured's death are treated first as income (to the extent of gain)
and then as recovery of investment in the contract. Any amounts that are taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions:
(1) distributions made on or after the date on which the taxpayer attains age
59 1/2; (2) distributions attributable to the taxpayer's becoming disabled
(within the meaning of Section 72(m)(7) of the Code); or (3) any distribution
that is part of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the taxpayer
or the joint lives (or joint life expectancies) of such taxpayer and his or her
beneficiary.

All modified endowment contracts that are issued within any calendar year
to the same Contract Owner by one company or its affiliates shall be treated as
one modified endowment contract in determining the taxable portion of any loan
or distributions.

DIVERSIFICATION REQUIREMENTS

For a Contract to be treated as a variable life insurance contract for
federal tax purposes, the investments in the Variable Account must be
"adequately diversified" in accordance with the standards provided in the
Treasury regulations. If the investments in the Variable Account are not
adequately diversified, then the Contract will not be treated as a variable life
insurance contract for federal income tax purposes and the Owner will be taxed
on the excess of the Contract Value over the investment in the Contract.
Although the Company does not have control over the Fund Series or their
investments, the Company expects the Fund Series to meet the diversification
requirements.

OWNERSHIP TREATMENT

In connection with the issuance of the regulations on the adequate
diversification standards, the Department of the Treasury announced that the
regulations do not provide guidance concerning the extent to which contract
owners may direct their investments among sub-accounts of a Variable Account.
The Internal Revenue Service has previously stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the owner 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
guidance would be issued in the future regarding the extent that owners could
direct their investments among sub-accounts without being treated as owners of
the underlying assets of the Variable Account. As of the date of this
prospectus, no such guidance has been issued.

The ownership rights under this contract are similar to, but different in
certain respects from, those described by the service in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Owner of this Contract has the choice of more investment options to
which to allocate premiums and contract values, and may be able to transfer
among investment options more frequently than in such rulings. These differences
could result in the Contract Owner being treated as the owner of the Variable
Account. In those circumstances, income and gain from the Variable Account
assets would be includible in the Contract Owner's gross income. In addition,
the Company does not know what standards will be set forth in the regulations or
rulings which the Treasury Department has stated it expects to issue. It is
possible that Treasury Department's position, when announced, may adversely
affect the tax treatment of existing contracts. The Company, therefore, reserves
the right to modify the contract as necessary to attempt to prevent the contract
owner from being considered the federal tax owner of the assets of the Variable
Account. However, the Company makes no guarantee that such modification to the
contract will be successful.

POLICY LOAN INTEREST

Interest paid on loans against a Contract is generally not deductible.

21
<PAGE> 25

ADDITIONAL INFORMATION ABOUT THE COMPANY

The Company also acts as the sponsor for four of its separate accounts that
are registered investment companies: Glenbrook Life and Annuity Company Variable
Annuity Account, Glenbrook Life and Annuity Company Separate Account A,
Glenbrook Life Variable Life Separate Account A, and Glenbrook Life
Multi-Manager Variable Account. The officers and employees of the Company are
covered by a fidelity bond in the amount of $5,000,000. No person beneficially
owns more than 5% of the outstanding voting stock of The Allstate Corporation,
of which the Company is an indirect wholly owned subsidiary.

LEGAL PROCEEDINGS

From time to time the Company is involved in pending and threatened
litigation in the normal course of its business in which claims for monetary
damages are asserted. Management, after consultation with legal counsel, does
not anticipate the ultimate liability arising from such pending or threatened
litigation to have a material effect on the financial condition of the Company
or the Variable Account.

LEGAL MATTERS

Katten Muchin & Zavis, of Washington, D.C., has provided advice on certain
legal matters relating to the federal securities laws applicable to the issue
and sale of the Contracts. All matters of Illinois law pertaining to the
Contracts, including the validity of the Contracts and the Company's right to
issue such Contracts under Illinois insurance law, have been passed upon by
Michael J. Velotta, General Counsel of the Company.

REGISTRATION STATEMENT

A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain all information set forth in the registration statement, its amendments
and exhibits, to all of which reference is made for further information
concerning the Variable Account, the Funds, the Company, and the Contracts.

EXPERTS

The financial statements of the Company as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996 and the
related financial statement schedule included in this Prospectus have been
audited by Deloitte & Touche LLP, Two Prudential Plaza, 180 North Stetson
Avenue, Chicago, IL 60601-6779, independent auditors, as stated in their report
appearing herein, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

The hypothetical Contract illustrations included in this Prospectus have
been approved by Diana Montigney, FSA, and are included in reliance upon her
opinion as to their reasonableness.

FINANCIAL INFORMATION

Financial statements for the Variable Account are not included herein
because, as of the date of this Prospectus, sales of the Contracts had not
commenced and the Variable Account therefore had no assets. The financial
statements for the Company appearing immediately below should be considered as
bearing only on the ability of the Company to fulfill its obligations under the
Contracts. They do not relate to the investment performance of the Variable
Account.

22
<PAGE> 26

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
GLENBROOK LIFE AND ANNUITY COMPANY:

We have audited the accompanying Statements of Financial Position of
Glenbrook Life and Annuity Company (the "Company") as of December 31, 1996 and
1995, and the related Statements of Operations, Shareholder's Equity and Cash
Flows for each of the three years in the period ended December 31, 1996. Our
audits also included Schedule IV -- Reinsurance. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Glenbrook Life and Annuity Company as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles. Also, in our opinion, Schedule IV
- --Reinsurance, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information set
forth therein.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
February 21, 1997

F-1
<PAGE> 27

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities, at fair value (amortized cost
$46,925 and $44,112).................................. $ 49,389 $ 48,815
Short-term.............................................. 1,287 2,102
---------- ----------
Total investments.................................. 50,676 50,917
Reinsurance recoverable from Allstate Life Insurance
Company................................................. 2,060,419 1,340,925
Cash...................................................... -- 264
Net receivable from affiliates............................ 19,206 --
Other assets.............................................. 2,049 2,021
Separate Accounts......................................... 272,420 15,578
---------- ----------
Total assets....................................... $2,404,770 $1,409,705
========== ==========
Liabilities
Contractholder funds...................................... $2,060,419 $1,340,925
Income taxes payable...................................... 653 1,637
Deferred income taxes..................................... 1,528 1,828
Net payable to affiliates................................. -- 255
Separate Accounts......................................... 260,290 5,048
---------- ----------
Total liabilities.................................. 2,322,890 1,349,693
---------- ----------
Shareholder's Equity
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding................................. 2,100 2,100
Additional capital paid-in................................ 69,641 49,641
Unrealized net capital gains.............................. 2,790 3,357
Retained income........................................... 7,349 4,914
---------- ----------
Total shareholder's equity......................... 81,880 60,012
---------- ----------
Total liabilities and shareholder's equity......... $2,404,770 $1,409,705
========== ==========
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Net investment income..................................... $3,774 $3,996 $2,017
Realized capital gains and losses......................... -- 459 --
------ ------ ------
Income before income tax expense............................ 3,774 4,455 2,017
Income tax expense.......................................... 1,339 1,576 723
------ ------ ------
Net income.................................................. $2,435 $2,879 $1,294
====== ====== ======
</TABLE>

See notes to financial statements.

F-2
<PAGE> 28

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
------- ------- -------
($ IN THOUSANDS)
<S> <C> <C> <C>
Common stock................................................ $ 2,100 $ 2,100 $ 2,100
------- ------- -------
Additional capital paid-in
Balance, beginning of year.................................. 49,641 49,641 9,641
Capital contributions....................................... 20,000 -- 40,000
------- ------- -------
Balance, end of year........................................ 69,641 49,641 49,641
------- ------- -------
Unrealized net capital gains
Balance, beginning of year.................................. 3,357 (1,118) 693
Net (decrease) increase..................................... (567) 4,475 (1,811)
------- ------- -------
Balance, end of year........................................ 2,790 3,357 (1,118)
------- ------- -------
Retained Income
Balance, beginning of year.................................. 4,914 2,035 741
Net income.................................................. 2,435 2,879 1,294
------- ------- -------
Balance, end of year........................................ 7,349 4,914 2,035
------- ------- -------
Total shareholder's equity.................................. $81,880 $60,012 $52,658
======= ======= =======
</TABLE>

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
------- -------- --------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net income................................................ $ 2,435 $ 2,879 $ 1,294
Adjustments to reconcile net income to net cash provided
by operating activities
Change in deferred income taxes......................... 4 (39) 71
Realized capital gains and losses....................... -- (459) --
Changes in other operating assets and liabilities....... (510) 1,217 (251)
------- -------- --------
Net cash provided by operating activities............ 1,929 3,598 1,114
------- -------- --------
Cash flows from investing activities
Fixed income securities
Proceeds from sales..................................... -- 7,836 --
Investment collections.................................. 2,891 1,568 649
Investment purchases.................................... (5,667) (1,491) (42,729)
Participation in Separate Accounts........................ (232) (10,069) --
Change in short-term investments, net..................... 815 (1,178) 667
------- -------- --------
Net cash used in investing activities................ (2,193) (3,334) (41,413)
------- -------- --------
Cash flows from financing activities
Capital contribution...................................... -- -- 40,000
------- -------- --------
Net cash provided by financing activities............ -- -- 40,000
------- -------- --------
Net (decrease) increase in cash............................. (264) 264 (299)
Cash at beginning of year................................... 264 -- 299
------- -------- --------
Cash at end of year......................................... $ -- $ 264 $ --
======= ======== ========
Supplemental disclosure of cash flow information
Noncash financing activity:
Capital contribution receivable from Allstate Life
Insurance Company....................................... $20,000 $ -- $ --
======= ======== ========
</TABLE>

See notes to financial statements.

F-3
<PAGE> 29

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

1. GENERAL

BASIS OF PRESENTATION

The accompanying financial statements include the accounts of Glenbrook
Life and Annuity Company (the "Company"), a wholly owned subsidiary of Allstate
Life Insurance Company ("ALIC"), which is wholly owned by Allstate Insurance
Company ("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"). On June 30, 1995, Sears, Roebuck and Co. ("Sears") distributed
its 80.3% ownership in the Corporation to Sears common shareholders through a
tax-free dividend (the "Distribution"). These financial statements have been
prepared in conformity with generally accepted accounting principles.

To conform with the 1996 presentation, certain items in the prior years'
financial statements and notes have been reclassified.

NATURE OF OPERATIONS

The Company markets interest-sensitive life insurance and various annuity
products in the United States through banks and broker-dealers. Annuities
include deferred annuities, such as variable annuities and fixed rate flexible
premium annuities. The Company has entered into exclusive distribution
arrangements with management investment companies to market its variable annuity
contracts.

Annuity and life insurance contracts issued by the Company are subject to
discretionary withdrawal or surrender by the contractholder, subject to
applicable surrender charges. These contracts are reinsured with ALIC (see Note
3), which invests premiums and deposits to create cash flows that will fund
future benefits and expenses. In order to support competitive credited rates,
ALIC adheres to a basic philosophy of matching assets with related liabilities
to limit interest rate risk, while maintaining adequate liquidity and a prudent
and diversified level of credit risk.

The Company monitors economic and regulatory developments which have the
potential to impact its business. There continues to be proposed federal
legislation and regulation which would allow banks greater participation in
securities and insurance businesses, which could present an increased level of
competition for sales of the Company's annuity contracts. Furthermore, the
market for deferred annuities and interest-sensitive life insurance is enhanced
by the tax incentives available under current law. Any legislative changes which
lessen these incentives are likely to negatively impact the market for these
products.

The Company is authorized to sell life and annuity products in all states
except New York, as well as the District of Columbia. The top geographic
locations for statutory premiums earned are Florida, California, Pennsylvania,
Michigan, Oregon, Texas and Georgia for the year ended December 31, 1996. No
other jurisdiction accounted for more than 5% of statutory premiums. All
premiums and contract charges are ceded to ALIC under reinsurance agreements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

Fixed income securities include bonds and mortgage-backed securities. All
fixed income securities are carried at fair value and may be sold prior to their
contractual maturity ("available for sale"). The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a component
of shareholder's equity. Provisions are recognized for declines in the value of
fixed income securities that are other than temporary. Such writedowns are
included in realized capital gains and losses.

Short-term investments are carried at cost which approximates fair value.

Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method, based on the estimated principal repayments. Accrual
of income is suspended for fixed income securities that are in default or when
the receipt of interest payments is in doubt. Realized capital gains and losses
are determined on a specific identification basis.

RECOGNITION OF PREMIUM REVENUE AND CONTRACT CHARGES

Revenues on interest-sensitive life insurance contracts are comprised of
contract charges and fees, and are recognized when assessed against the
policyholder account balance. Revenues on annuities, which are considered
investment contracts, include contract charges and fees for contract
administration and surrenders. These revenues are recognized when levied against
the contract balances.

REINSURANCE

The Company and ALIC entered into a reinsurance agreement effective on June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers.
Contract charges and credited interest are ceded and shown net of such cessions
in the statements of operations. Under the reinsurance agreement with ALIC, all
premiums and

F-4
<PAGE> 30

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
deposits are transferred to ALIC. The amounts shown in the Company's statements
of operations relate to the investment of those assets of the Company that are
not transferred to ALIC under the reinsurance agreement. Reinsurance recoverable
and contractholder funds are reported separately in the statements of financial
position. The Company continues to have primary liability as the direct insurer
for risks reinsured.

INCOME TAXES

The income tax provision is calculated under the liability method. Deferred
tax assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities and the enacted tax
regulations. Deferred income taxes also arise from unrealized capital gains or
losses on fixed income securities carried at fair value.

SEPARATE ACCOUNTS

During 1995, the Company began issuing flexible premium deferred variable
annuity contracts, the assets and liabilities of which are legally segregated
and shown in the accompanying statements of financial position as assets and
liabilities of the Separate Accounts (Glenbrook Life and Annuity Company
Variable Annuity Account and Glenbrook Life and Annuity Company Separate Account
A), unit investment trusts registered with the Securities and Exchange
Commission.

Assets of the Separate Accounts, including the Company's ownership interest
("Participation"), are invested in funds of management investment companies and
are carried at fair value. Unrealized gains and losses on the Company's
Participation, net of deferred income taxes, is shown as a component of
shareholder's equity. Investment income and realized capital gains and losses
arising from the Participation are included in the Company's statements of
operations. At December 31, 1996 and 1995, the Participation amounted to $12,130
and $10,530, respectively. The Company intends to liquidate its Participation
during 1997.

Investment income and realized capital gains and losses of the Separate
Accounts, other than the portion related to the Participation, accrue directly
to the contractholders and, therefore, are not included in the accompanying
statements of operations. Revenues to the Company from the Separate Accounts
consist of contract maintenance fees, administrative fees and mortality and
expense risk charges, which are ceded to ALIC.

CONTRACTHOLDER FUNDS

Contractholder funds arise from the issuance of individual or group
contracts that include an investment component, including most annuities and
interest-sensitive life insurance. Payments received are recorded as
interest-bearing liabilities. Contractholder funds are equal to deposits
received and interest credited to the benefit of the contractholder less
withdrawals, mortality charges and administrative expenses. Credited interest
rates on contractholder funds ranged from 3.15% to 7.45% for those contracts
with fixed interest rates and from 4.25% to 7.90% for those with flexible rates
during 1996.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. RELATED PARTY TRANSACTIONS

REINSURANCE

Contract charges ceded to ALIC under reinsurance agreements were $4,254,
$1,523 and $409 in 1996, 1995, and 1994, respectively. Credited interest, policy
benefits and expenses ceded to ALIC amounted to $113,703, $71,905, and $26,177
in 1996, 1995, and 1994, respectively. Investment income earned on the assets
which support contractholder funds is not included in the Company's financial
statements as those assets are owned and managed by ALIC under the terms of the
reinsurance agreements.

BUSINESS OPERATIONS

The Company utilizes services and business facilities owned or leased, and
operated by AIC in conducting its business activities. The Company reimburses
AIC for the operating expenses incurred by AIC on behalf of the Company. The
cost to the Company is determined by various allocation methods and is primarily
related to the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $759, $348 and $271 in 1996, 1995 and 1994, respectively. Of these costs,
the Company retains investment related expenses. All other costs are ceded to
ALIC under reinsurance agreements.

F-5
<PAGE> 31

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

3. RELATED PARTY TRANSACTIONS (CONTINUED)
LAUGHLIN GROUP

Laughlin Group, Inc. ("Laughlin") is an indirect wholly owned subsidiary of
ALIC. Laughlin markets certain of the Company's flexible premium deferred
variable annuity contracts and flexible premium deferred fixed annuity
contracts. Sales commissions paid to Laughlin and ceded to ALIC were $8,623
during 1996 and $3,439 subsequent to the Laughlin acquisition in September 1995.
The Company had a receivable of $850 from Laughlin at December 31, 1996, which
is included in net receivable from affiliates in the statements of financial
position.

4. INVESTMENTS

FAIR VALUES

The amortized cost, gross unrealized gains and losses and fair value for
fixed income securities are as follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- FAIR
COST GAINS (LOSSES) VALUE
--------- ------ -------- -------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1996
U.S. government and agencies................................ $24,265 $1,722 $ (3) $25,984
Corporate................................................... 6,970 96 (15) 7,051
Mortgage-backed securities.................................. 15,690 664 -- 16,354
------- ------ ---- -------
Total..................................................... $46,925 $2,482 $(18) $49,389
======= ====== ==== =======
AT DECEMBER 31, 1995
U.S. government and agencies................................ $24,722 $3,470 $ -- $28,192
Corporate................................................... 1,304 120 -- 1,424
Mortgage-backed securities.................................. 18,086 1,113 -- 19,199
------- ------ ---- -------
Total..................................................... $44,112 $4,703 $ -- $48,815
======= ====== ==== =======
</TABLE>

SCHEDULED MATURITIES

The scheduled maturities for fixed income securities at December 31, 1996
are as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
--------- -------
<S> <C> <C>
Due in one year or less..................................... $ -- $ --
Due after one year through five years....................... -- --
Due after five years through ten years...................... 22,395 23,325
Due after ten years......................................... 8,840 9,710
------- -------
31,235 33,035
Mortgage-backed securities.................................. 15,690 16,354
------- -------
Total..................................................... $46,925 $49,389
======= =======
</TABLE>

Actual maturities may differ from those scheduled as a result of
prepayments by the issuers.

NET INVESTMENT INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Fixed income securities..................................... $3,478 $3,850 $1,984
Short-term.................................................. 126 113 48
Participation in Separate Accounts.......................... 232 69 --
------ ------ ------
Investment income, before expense......................... 3,836 4,032 2,032
Investment expense........................................ 62 36 15
------ ------ ------
Net investment income..................................... $3,774 $3,996 $2,017
====== ====== ======
</TABLE>

F-6
<PAGE> 32

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

4. INVESTMENTS (CONTINUED)
PROCEEDS FROM SALES OF FIXED INCOME SECURITIES AND REALIZED CAPITAL GAINS

There were no sales of investments in 1996 or 1994. In 1995, proceeds from
sales of investments in fixed income securities were $7,836. These sales
resulted in gross realized gains of $459 and related income taxes of $161.

UNREALIZED NET CAPITAL GAINS AND LOSSES

Unrealized net capital gains and losses on fixed income securities and the
Company's participation in the Separate Accounts included in shareholder's
equity at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
UNREALIZED
AMORTIZED FAIR NET
COST VALUE GAINS
--------- ------- ----------
<S> <C> <C> <C>
Fixed income securities..................................... $46,925 $49,389 $ 2,464
Participation in Separate Accounts.......................... 10,301 12,130 1,829
------- ------- -------
Total..................................................... $57,226 $61,519 4,293
======= =======
Deferred income taxes....................................... (1,503)
-------
Unrealized net capital gains................................ $ 2,790
=======
</TABLE>

CHANGE IN UNREALIZED NET CAPITAL GAINS AND LOSSES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
------- ------- ----
<S> <C> <C> <C>
Fixed income securities..................................... $(2,239) $ 6,423 $(2,786)
Participation in Separate Accounts.......................... 1,368 461 --
Deferred income taxes....................................... 304 (2,409) 975
------- ------- -------
Change in unrealized net capital gains and losses......... $ (567) $ 4,475 $(1,811)
======= ======= =======
</TABLE>

SECURITIES ON DEPOSIT

At December 31, 1996, fixed income securities with a carrying value of
$9,105 were on deposit with regulatory authorities as required by law.

5. FINANCIAL INSTRUMENTS

In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value estimates of
financial instruments are not necessarily indicative of the amounts the Company
might pay or receive in actual market transactions. Potential taxes and other
transaction costs have not been considered in estimating fair value. The
disclosures that follow do not reflect the fair value of the Company as a whole
since a number of the Company's assets (including reinsurance recoverable) and
liabilities (including deferred income taxes) are not considered financial
instruments and are not carried at fair value. Other assets and liabilities
considered financial instruments, including accrued investment income and cash,
are generally of a short-term nature. It is assumed that their carrying value
approximates fair value.

FINANCIAL ASSETS

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------------------------
1996 1995
------------------- ------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Fixed income securities..................................... $ 49,389 $ 49,389 $48,815 $48,815
Short-term investments...................................... 1,287 1,287 2,102 2,102
Separate Accounts........................................... 272,420 272,420 15,578 15,578
</TABLE>

Fair values for fixed income securities are based on quoted market prices.
Short-term investments are highly liquid investments with maturities of less
than one year whose carrying value approximates fair value. Assets of the
Separate Accounts are carried in the statements of financial position at fair
value.

F-7
<PAGE> 33

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

5. FINANCIAL INSTRUMENTS (CONTINUED)
FINANCIAL LIABILITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------
1996 1995
----------------------- -----------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contractholder funds on investment contracts............... $2,059,642 $1,949,329 $1,340,925 $1,282,248
Separate Accounts.......................................... 260,290 260,290 5,048 5,048
</TABLE>

The fair value of contractholder funds on investment contracts is based on
the terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges. The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations. Separate
Account liabilities are carried at the fair value of the underlying assets.

6. INCOME TAXES

The Company will file a separate federal income tax return and is not a
party to any tax sharing agreements in the current tax year.

Prior to the Distribution, the Corporation and all of its domestic
subsidiaries including the Company (the "Allstate Group") joined with Sears and
its domestic business units (the "Sears Group") in the filing of a consolidated
federal income tax return (the "Sears Tax Group") and were parties to a federal
income tax allocation agreement (the "Tax Sharing Agreement"). Under the Tax
Sharing Agreement, the Company, through the Corporation, paid to or received
from the Sears Group the amount, if any, by which the Sears Tax Group's federal
income tax liability was affected by virtue of inclusion of the Company in the
consolidated federal income tax return. Effectively, this resulted in the
Company's annual income tax provision being computed as if the Company filed a
separate return, except that items such as net operating losses, capital losses
or similar items, which might not be recognized in a separate return, were
allocated according to the Tax Sharing Agreement.

The Allstate Group and Sears Group have entered into an agreement which
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Distribution ("Consolidated Tax Years"). The
agreement provides that all Consolidated Tax Years will continue to be governed
by the Tax Sharing Agreement with respect to the Company's federal income tax
liability.

The Company will be eligible for inclusion in the consolidated federal
income tax return of the Corporation and its subsidiaries in 1997.

The components of the deferred income tax liability at December 31, 1996
and 1995 are as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1996 1995
------ ------
<S> <C> <C>
Unrealized net capital gains on fixed income securities..... $1,503 $1,807
Difference in tax bases of investments...................... 25 21
------ ------
Total deferred liability.................................. $1,528 $1,828
====== ======
</TABLE>

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1996 1995 1994
------- ------- -----
<S> <C> <C> <C>
Current..................................................... $1,335 $1,615 $652
Deferred.................................................... 4 (39) 71
------ ------ ----
Total income tax expense.................................. $1,339 $1,576 $723
====== ====== ====
</TABLE>

The Company paid income taxes of $2,597, $874 and $57 in 1996, 1995 and
1994, respectively. The Company had income taxes payable of $653 and $1,637 at
December 31, 1996 and 1995, respectively.

F-8
<PAGE> 34

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

($ IN THOUSANDS)

7. STATUTORY FINANCIAL INFORMATION

The following tables reconcile net income and shareholder's equity as
reported herein in conformity with generally accepted accounting principles with
statutory net income and capital and surplus, determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities:

<TABLE>
<CAPTION>
NET INCOME
------------------------
YEAR ENDED DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Balance per generally accepted accounting principles........ $2,435 $2,879 $1,294
Deferred income taxes..................................... 4 (39) 71
Unrealized gain on participation in Separate Accounts..... 1,368 -- --
Non-admitted assets and statutory reserves................ (50) (171) (80)
------ ------ ------
Balance per statutory accounting practices.................. $3,757 $2,669 $1,285
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
---------------------
AT DECEMBER 31,
---------------------
1996 1995
--------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles........ $81,880 $60,012
Deferred income taxes..................................... 1,528 1,828
Unrealized gain/loss on fixed income securities........... (2,464) (4,703)
Non-admitted assets and statutory reserves................ (3,751) (1,419)
Other..................................................... (1,499) (1,413)
------- -------
Balance per statutory accounting practices.................. $75,694 $54,305
======= =======
</TABLE>

PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Illinois
Department of Insurance. Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners,
as well as state laws, regulations, and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not so
prescribed. The Company does not follow any permitted statutory accounting
practices that have a material effect on statutory surplus or risk-based
capital.

DIVIDENDS

The ability of the Company to pay dividends is dependent on business
conditions, income, cash requirements of the Company and other relevant factors.
The payment of shareholder dividends by insurance companies without the prior
approval of the state insurance regulator is limited to formula amounts based on
net income and capital and surplus, determined in accordance with statutory
accounting practices, as well as the timing and amount of dividends paid in the
preceding twelve months. The maximum amount of dividends that the Company can
distribute during 1997 without prior approval of the Illinois Department of
Insurance is $7,359.

F-9
<PAGE> 35

GLENBROOK LIFE AND ANNUITY COMPANY

SCHEDULE IV -- REINSURANCE

($ IN THOUSANDS)

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Life insurance in force..................................... $2,436 $2,436 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $4,254 $4,254 $--
====== ====== ===
</TABLE>

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Life insurance in force..................................... $1,250 $1,250 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $6,571 $6,571 $--
====== ====== ===
</TABLE>

<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
------ ----- ------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Life insurance in force..................................... $1,250 $1,250 $--
====== ====== ===
Premiums and contract charges:
Life and annuities........................................ $ 409 $ 409 $--
====== ====== ===
</TABLE>

F-10
<PAGE> 36

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF FINANCIAL POSITION

FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
(UNAUDITED)
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities, at fair value (amortized cost
$67,393 and $46,925).................................. $ 67,704 $ 49,389
Short-term.............................................. 2,780 1,287
---------- ----------
Total investments.................................. 70,484 50,676
Reinsurance recoverable from Allstate Life Insurance
Company................................................... 2,212,158 2,060,419
Net receivable from affiliates.............................. -- 19,206
Other assets................................................ 2,509 2,049
Separate Accounts........................................... 343,099 272,420
---------- ----------
Total assets....................................... $2,628,250 $2,404,770
========== ==========
Liabilities
Contractholder funds...................................... $2,212,158 $2,060,419
Income taxes payable...................................... 1,167 653
Deferred income taxes..................................... 771 1,528
Net payable to affiliates................................. 1,953 --
Separate Accounts......................................... 330,925 260,290
---------- ----------
Total liabilities.................................. 2,546,974 2,322,890
Shareholder's Equity
Common stock, $500 par value, 4,200 shares authorized,
issued, and outstanding................................. 2,100 2,100
Additional capital paid-in................................ 69,641 69,641
Unrealized net capital gains.............................. 1,378 2,790
Retained income........................................... 8,157 7,349
---------- ----------
Total shareholder's equity......................... 81,276 81,880
---------- ----------
Total liabilities and shareholder's equity......... $2,628,250 $2,404,770
========== ==========
</TABLE>

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
------ ----
(UNAUDITED)
($ IN THOUSANDS)
<S> <C> <C>
Revenues
Net investment income..................................... $1,242 $923
Realized capital gains and losses......................... 7 --
------ ----
Income before income tax expense............................ 1,249 923
Income tax expense.......................................... 441 329
------ ----
Net income.................................................. $ 808 $594
====== ====
</TABLE>

See notes to financial statements.

F-11
<PAGE> 37

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
-------- -------
(UNAUDITED)
($ IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities
Net income................................................ $ 808 $ 594
Adjustments to reconcile net income to net cash provided
by operating activities
Change in deferred income taxes......................... 3 3
Realized capital gains and losses....................... (7) --
Changes in other operating assets and liabilities....... 1,212 (71)
-------- -------
Net cash provided by operating activities............ 2,016 526
-------- -------
Cash flows from investing activities
Fixed income securities
Investment collections.................................. 523 430
Investment purchases.................................... (20,981) --
Participation in Separate Accounts........................ (65) (52)
Change in short-term investments, net..................... (1,493) (1,168)
-------- -------
Net cash used in investing activities................ (22,016) (790)
-------- -------
Cash flows from financing activities
Capital contribution...................................... 20,000 --
-------- -------
Net cash provided by financing activities............ 20,000 --
-------- -------
Net decrease in cash........................................ -- (264)
Cash at beginning of period................................. -- 264
-------- -------
Cash at end of period....................................... $ -- $ --
======== =======
</TABLE>

See notes to financial statements.

F-12
<PAGE> 38

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying financial statements include the accounts of Glenbrook
Life and Annuity Company (the "Company") a wholly owned subsidiary of Allstate
Life Insurance Company ("ALIC"), which is wholly owned by Allstate Insurance
Company, a wholly owned subsidiary of The Allstate Corporation.

The statements of financial position as of March 31, 1997, the statements
of operations for the three-month periods ended March 31, 1997 and 1996, and the
statements of cash flows for the three-month periods then ended are unaudited.
The interim financial statements reflect all adjustments (consisting only of
normal recurring accruals) which are, in the opinion of management, necessary
for the fair presentation of the financial position, results of operations and
cash flows for the interim periods. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Glenbrook Life and Annuity Company Annual Report on Form 10K for 1996. The
results of operations for the interim period should not be considered indicative
of results to be expected for the full year.

2. REINSURANCE

The Company and ALIC entered into a reinsurance agreement effective June 5,
1992. All business issued subsequent to that date is ceded to ALIC. Life
insurance in force prior to that date is ceded to non-affiliated reinsurers.
Contract charges and credited interest are ceded and shown net of such cessions
in the statements of operations. Under the reinsurance agreement with ALIC, all
premiums and deposits are transferred to ALIC. The amounts shown in the
Company's statements of operations relate to the investment of those assets of
the Company that are not transferred to ALIC under the reinsurance agreement.
Reinsurance recoverable and contractholder funds are reported separately in the
statements of financial position. The Company continues to have primary
liability as the direct insurer for risks reinsured.

Contract charges ceded to ALIC under reinsurance agreements were $2.1
million for the three-month period ended March 31, 1997 and $597 thousand for
the three-month period ended March 31, 1996. Credited interest, policy benefits
and expenses ceded to ALIC amounted to $37.6 million and $25.2 million for the
three-month periods ended March 31, 1997 and 1996, respectively. Investment
income earned on the assets which support contractholder funds is not included
in the Company's financial statements as those assets are owned and managed by
ALIC under the terms of reinsurance agreements.

F-13
<PAGE> 39

APPENDIX A

ILLUSTRATIONS OF ACCOUNT VALUES, CASH SURRENDER VALUES,
DEATH BENEFITS, AND ACCUMULATED PREMIUMS

The tables in Appendix A illustrate the way the Contracts operate. They
show how the Death Benefit, Account Value and Cash Surrender Value could vary
over an extended period of time assuming hypothetical gross rates of return
(i.e., investment income and capital gains and losses, realized or unrealized)
for the Variable Account equal to annual rates of 0%, 6%, and 12%. The tables
are based on an initial premium of $10,000 and also show the initial Death
Benefit based on that premium. The insureds are assumed to be in the standard
underwriting class. Values are first given based on current Contract charges and
then based on guaranteed Contract charges. (See "Deductions and Charges.") These
tables may assist in the comparison of Death Benefits, Account Values and Cash
Surrender Values for the Contracts with those under other variable life
insurance contracts that may be issued by other companies.

Death Benefits, Account Values and Cash Surrender Values for a Contract
would be different from the amounts shown if the actual gross rates of return
averaged 0%, 6% or 12%, but varied above and below that average for the period,
if the initial premium were paid in another amount, or additional payments were
made. They would also be different depending on the allocation of Account Value
among the Variable Account's Variable Sub-Accounts, or if the actual gross rate
of return for all Variable Sub-Accounts averaged 0%, 6% or 12%, but varied above
or below that average for individual Variable Sub-Accounts. They would also
differ if any Contract loan or partial withdrawal were made during the period of
time illustrated, or if the insured were in another risk class.

The Death Benefits, Account Values and Cash Surrender Values shown in the
tables reflect the fact that: a Monthly Deduction Amount (consisting of a cost
of insurance charge, tax expense charge, and an administrative expense charge)
is deducted from Account Value each Monthly Activity Date and that an Annual
Maintenance Fee of $35 is deducted on each Contract Anniversary from all
Variable Sub-Accounts to which Account Value is allocated. The values in the
tables also reflect a deduction from the Variable Account of a daily charge
equal to an annual rate of 0.90% for the mortality and expense risk charge. The
Cash Surrender Value shown in the tables reflect the fact that a Withdrawal
Charge is imposed on withdrawals in excess of the Free Withdrawal Amount. (See
"Deductions and Charges.") The amounts shown in the table are based on an
average of the investment advisory fees and operating expenses incurred by the
Funds, at an annual rate of .65% of the average daily net assets of the Funds.
(See "Charges and Expenses.")

Taking account of the average investment advisory fee and operating
expenses of the Funds, the gross annual rates of return of 0%, 6% and 12%
correspond to net investment experience at constant annual rates of: (-.65%,
5.35%, and 11.35%,) respectively.

The hypothetical rates of return shown in the tables do not reflect any tax
charges attributable to the Variable Account since no such charges are currently
made. If any such charges are imposed in the future, the gross annual rate of
return would have to exceed the rates shown by an amount sufficient to cover the
tax charges, in order to produce the Account Values, Cash Surrender Values, and
Death Benefits illustrated.

The second column of each table shows the amount that would accumulate if
the initial premium of $10,000 were invested to earn interest, after taxes, of
5% per year, compounded annually.

Glenbrook Life will furnish upon request a personalized illustration
reflecting the proposed insured's age, sex, and underwriting classification.
Where applicable, Glenbrook Life will also furnish upon request an illustration
for a Contract that is not affected by the sex of the insured.

A-1
<PAGE> 40

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 45 MALE

INITIAL FACE AMOUNT: $39,998

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ..................... 10,500 10,823 9,923 39,998
2 ..................... 11,025 11,717 10,840 39,998
3 ..................... 11,576 12,688 11,833 39,998
4 ..................... 12,155 13,742 12,955 39,998
5 ..................... 12,763 14,887 14,212 39,998
6 ..................... 13,401 16,130 15,567 39,998
7 ..................... 14,071 17,480 17,030 39,998
8 ..................... 14,775 18,945 18,607 39,998
9 ..................... 15,513 20,536 20,311 39,998
10 ..................... 16,289 22,264 22,264 39,998
11 ..................... 17,103 24,261 24,261 39,998
12 ..................... 17,959 26,441 26,441 39,998
13 ..................... 18,856 28,820 28,820 40,924
14 ..................... 19,799 31,419 31,419 43,358
15 ..................... 20,789 34,261 34,261 45,910
16 ..................... 21,829 37,371 37,371 48,582
17 ..................... 22,920 40,762 40,762 52,175
18 ..................... 24,066 44,460 44,460 56,019
19 ..................... 25,270 48,493 48,493 60,131
20 ..................... 26,533 52,893 52,893 64,530
25 ..................... 33,864 81,669 81,669 94,736
35 ..................... 55,160 196,879 196,879 206,723

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,747 9,847 39,998
2 11,555 10,678 39,998
3 12,431 11,576 39,998
4 13,381 12,594 39,998
5 14,412 13,737 39,998
6 15,532 14,970 39,998
7 16,749 16,299 39,998
8 18,072 17,734 39,998
9 19,512 19,287 39,998
10 21,082 21,082 39,998
11 22,890 22,890 39,998
12 24,878 24,878 39,998
13 27,070 27,070 39,998
14 29,492 29,492 40,698
15 32,156 32,156 43,089
16 35,073 35,073 45,595
17 38,253 38,253 48,964
18 41,721 41,721 52,569
19 45,504 45,504 56,425
20 49,631 49,631 60,550
25 76,527 76,527 88,771
35 184,241 184,241 193,453
</TABLE>

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

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-2
<PAGE> 41

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 45 MALE

INITIAL FACE AMOUNT: $39,998

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ........................ 10,500 10,236 9,336 39,998
2 ........................ 11,025 10,479 9,602 39,998
3 ........................ 11,576 10,729 9,874 39,998
4 ........................ 12,155 10,985 10,198 39,998
5 ........................ 12,763 11,248 10,573 39,998
6 ........................ 13,401 11,519 10,956 39,998
7 ........................ 14,071 11,796 11,346 39,998
8 ........................ 14,775 12,081 11,744 39,998
9 ........................ 15,513 12,374 12,149 39,998
10 ........................ 16,289 12,675 12,675 39,998
11 ........................ 17,103 13,050 13,050 39,998
12 ........................ 17,959 13,436 13,436 39,998
13 ........................ 18,856 13,835 13,835 39,998
14 ........................ 19,799 14,247 14,247 39,998
15 ........................ 20,789 14,672 14,672 39,998
16 ........................ 21,829 15,111 15,111 39,998
17 ........................ 22,920 15,564 15,564 39,998
18 ........................ 24,066 16,032 16,032 39,998
19 ........................ 25,270 16,514 16,514 39,998
20 ........................ 26,533 17,013 17,013 39,998
25 ........................ 33,864 19,757 19,757 39,998
35 ........................ 55,160 26,744 26,744 39,998

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,159 9,259 39,998
2 10,313 9,435 39,998
3 10,460 9,605 39,998
4 10,600 9,813 39,998
5 10,731 10,056 39,998
6 10,851 10,288 39,998
7 10,957 10,507 39,998
8 11,047 10,710 39,998
9 11,117 10,892 39,998
10 11,164 11,164 39,998
11 11,231 11,231 39,998
12 11,272 11,272 39,998
13 11,283 11,283 39,998
14 11,261 11,261 39,998
15 11,202 11,202 39,998
16 11,098 11,098 39,998
17 10,942 10,942 39,998
18 10,724 10,724 39,998
19 10,434 10,434 39,998
20 10,059 10,059 39,998
25 6,417 6,417 39,998
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-3
<PAGE> 42

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 45 MALE

INITIAL FACE AMOUNT: $39,998

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-1% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ............................ 10,500 9,650 8,750 39,998
2 ............................ 11,025 9,310 8,433 39,998
3 ............................ 11,576 8,981 8,126 39,998
4 ............................ 12,155 8,663 7,875 39,998
5 ............................ 12,763 8,355 7,680 39,998
6 ............................ 13,401 8,056 7,494 39,998
7 ............................ 14,071 7,767 7,317 39,998
8 ............................ 14,775 7,487 7,149 39,998
9 ............................ 15,513 7,216 6,991 39,998
10 ............................ 16,289 6,953 6,953 39,998
11 ............................ 17,103 6,732 6,732 39,998
12 ............................ 17,959 6,518 6,518 39,998
13 ............................ 18,856 6,309 6,309 39,998
14 ............................ 19,799 6,105 6,105 39,998
15 ............................ 20,789 5,907 5,907 39,998
16 ............................ 21,829 5,715 5,715 39,998
17 ............................ 22,920 5,527 5,527 39,998
18 ............................ 24,066 5,345 5,345 39,998
19 ............................ 25,270 5,167 5,167 39,998
20 ............................ 26,533 4,994 4,994 39,998
25 ............................ 33,864 4,196 4,196 39,998
35 ............................ 55,160 2,891 2,891 39,998

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 9,572 8,672 39,998
2 9,141 8,263 39,998
3 8,706 7,851 39,998
4 8,266 7,478 39,998
5 7,819 7,144 39,998
6 7,363 6,800 39,998
7 6,895 6,445 39,998
8 6,412 6,075 39,998
9 5,911 5,686 39,998
10 5,388 5,388 39,998
11 4,860 4,860 39,998
12 4,303 4,303 39,998
13 3,713 3,713 39,998
14 3,086 3,086 39,998
15 2,418 2,418 39,998
16 1,702 1,702 39,998
17 930 930 39,998
18 91 91 39,998
19 * * *
20 * * *
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-4
<PAGE> 43

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 FEMALE

INITIAL FACE AMOUNT: $33,138

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ..................... 10,500 10,823 9,923 33,138
2 ..................... 11,025 11,717 10,840 33,138
3 ..................... 11,576 12,688 11,833 33,138
4 ..................... 12,155 13,742 12,955 33,138
5 ..................... 12,763 14,887 14,212 33,138
6 ..................... 13,401 16,130 15,567 33,138
7 ..................... 14,071 17,480 17,030 33,138
8 ..................... 14,775 18,945 18,607 33,138
9 ..................... 15,513 20,536 20,311 33,138
10 ..................... 16,289 22,264 22,264 33,138
11 ..................... 17,103 24,261 24,261 33,138
12 ..................... 17,959 26,452 26,452 33,138
13 ..................... 18,856 28,881 28,881 34,080
14 ..................... 19,799 31,551 31,551 36,915
15 ..................... 20,789 34,469 34,469 39,984
16 ..................... 21,829 37,657 37,657 43,306
17 ..................... 22,920 41,149 41,149 46,499
18 ..................... 24,066 44,977 44,977 49,925
19 ..................... 25,270 49,177 49,177 53,603
20 ..................... 26,533 53,791 53,791 57,557
25 ..................... 33,864 84,278 84,278 88,492
35 ..................... 55,160 202,439 202,439 212,561

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,719 9,819 33,138
2 11,499 10,621 33,138
3 12,348 11,493 33,138
4 13,275 12,487 33,138
5 14,286 13,611 33,138
6 15,389 14,827 33,138
7 16,594 16,144 33,138
8 17,909 17,571 33,138
9 19,344 19,119 33,138
10 20,915 20,915 33,138
11 22,732 22,732 33,138
12 24,742 24,742 33,138
13 26,973 26,973 33,138
14 29,454 29,454 34,461
15 32,175 32,175 37,323
16 35,149 35,149 40,421
17 38,406 38,406 43,399
18 41,976 41,976 46,594
19 45,893 45,893 50,024
20 50,197 50,197 53,711
25 78,633 78,633 82,565
35 186,913 186,913 196,259
</TABLE>

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

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

A-5
<PAGE> 44

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 FEMALE

INITIAL FACE AMOUNT: $33,138

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ........................ 10,500 10,236 9,336 33,138
2 ........................ 11,025 10,479 9,602 33,138
3 ........................ 11,576 10,729 9,874 33,138
4 ........................ 12,155 10,985 10,198 33,138
5 ........................ 12,763 11,248 10,573 33,138
6 ........................ 13,401 11,519 10,956 33,138
7 ........................ 14,071 11,796 11,346 33,138
8 ........................ 14,775 12,081 11,744 33,138
9 ........................ 15,513 12,374 12,149 33,138
10 ........................ 16,289 12,675 12,675 33,138
11 ........................ 17,103 13,050 13,050 33,138
12 ........................ 17,959 13,436 13,436 33,138
13 ........................ 18,856 13,835 13,835 33,138
14 ........................ 19,799 14,247 14,247 33,138
15 ........................ 20,789 14,672 14,672 33,138
16 ........................ 21,829 15,111 15,111 33,138
17 ........................ 22,920 15,564 15,564 33,138
18 ........................ 24,066 16,032 16,032 33,138
19 ........................ 25,270 16,514 16,514 33,138
20 ........................ 26,533 17,013 17,013 33,138
25 ........................ 33,864 19,757 19,757 33,138
35 ........................ 55,160 26,744 26,744 33,138

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,131 9,231 33,138
2 10,257 9,379 33,138
3 10,377 9,522 33,138
4 10,492 9,705 33,138
5 10,601 9,926 33,138
6 10,700 10,138 33,138
7 10,787 10,337 33,138
8 10,856 10,519 33,138
9 10,902 10,677 33,138
10 10,921 10,921 33,138
11 10,955 10,955 33,138
12 10,958 10,958 33,138
13 10,929 10,929 33,138
14 10,865 10,865 33,138
15 10,759 10,759 33,138
16 10,603 10,603 33,138
17 10,381 10,381 33,138
18 10,076 10,076 33,138
19 9,665 9,665 33,138
20 9,125 9,125 33,138
25 3,418 3,418 33,138
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-6
<PAGE> 45

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 FEMALE

INITIAL FACE AMOUNT: $33,138

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-1% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ............................ 10,500 9,650 8,750 33,138
2 ............................ 11,025 9,310 8,433 33,138
3 ............................ 11,576 8,981 8,126 33,138
4 ............................ 12,155 8,663 7,875 33,138
5 ............................ 12,763 8,355 7,680 33,138
6 ............................ 13,401 8,056 7,494 33,138
7 ............................ 14,071 7,767 7,317 33,138
8 ............................ 14,775 7,487 7,149 33,138
9 ............................ 15,513 7,216 6,991 33,138
10 ............................ 16,289 6,953 6,953 33,138
11 ............................ 17,103 6,732 6,732 33,138
12 ............................ 17,959 6,518 6,518 33,138
13 ............................ 18,856 6,309 6,309 33,138
14 ............................ 19,799 6,105 6,105 33,138
15 ............................ 20,789 5,907 5,907 33,138
16 ............................ 21,829 5,715 5,715 33,138
17 ............................ 22,920 5,527 5,527 33,138
18 ............................ 24,066 5,345 5,345 33,138
19 ............................ 25,270 5,167 5,167 33,138
20 ............................ 26,533 4,994 4,994 33,138
25 ............................ 33,864 4,196 4,196 33,138
35 ............................ 55,160 2,891 2,891 33,138

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 9,544 8,644 33,138
2 9,085 8,208 33,138
3 8,623 7,768 33,138
4 8,159 7,371 33,138
5 7,689 7,014 33,138
6 7,212 6,650 33,138
7 6,723 6,273 33,138
8 6,217 5,879 33,138
9 5,687 5,462 33,138
10 5,128 5,128 33,138
11 4,556 4,556 33,138
12 3,948 3,948 33,138
13 3,300 3,300 33,138
14 2,611 2,611 33,138
15 1,873 1,873 33,138
16 1,074 1,074 33,138
17 197 197 33,138
18 * * *
19 * * *
20 * * *
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-7
<PAGE> 46

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE

INITIAL FACE AMOUNT: $19,314

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ..................... 10,500 10,823 9,923 19,314
2 ..................... 11,025 11,717 10,840 19,314
3 ..................... 11,576 12,688 11,833 19,314
4 ..................... 12,155 13,742 12,955 19,314
5 ..................... 12,763 14,887 14,212 19,314
6 ..................... 13,401 16,130 15,567 19,314
7 ..................... 14,071 17,483 17,033 19,756
8 ..................... 14,775 18,967 18,630 21,054
9 ..................... 15,513 20,592 20,367 22,445
10 ..................... 16,289 22,374 22,374 23,940
11 ..................... 17,103 24,434 24,434 25,656
12 ..................... 17,959 26,678 26,678 28,012
13 ..................... 18,856 29,121 29,121 30,577
14 ..................... 19,799 31,781 31,781 33,370
15 ..................... 20,789 34,673 34,673 36,407
16 ..................... 21,829 37,817 37,817 39,708
17 ..................... 22,920 41,234 41,234 43,296
18 ..................... 24,066 44,963 44,963 47,211
19 ..................... 25,270 49,033 49,033 51,484
20 ..................... 26,533 53,474 53,474 56,147
25 ..................... 33,864 82,552 82,552 86,680
35 ..................... 55,160 198,356 198,356 200,340

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,642 9,742 19,314
2 11,341 10,463 19,314
3 12,105 11,250 19,314
4 12,946 12,159 19,314
5 13,878 13,203 19,314
6 14,917 14,355 19,314
7 16,084 15,634 19,314
8 17,404 17,067 19,319
9 18,889 18,664 20,589
10 20,521 20,521 21,957
11 22,407 22,407 23,527
12 24,462 24,462 25,685
13 26,700 26,700 28,035
14 29,135 29,135 30,592
15 31,784 31,784 33,373
16 34,662 34,662 36,395
17 37,788 37,788 39,677
18 41,176 41,176 43,235
19 44,847 44,847 47,089
20 48,817 48,817 51,258
25 73,923 73,923 77,619
35 174,208 174,208 175,950
</TABLE>

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

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

A-8
<PAGE> 47

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE

INITIAL FACE AMOUNT: $19,314

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ........................ 10,500 10,236 9,336 19,314
2 ........................ 11,025 10,479 9,602 19,314
3 ........................ 11,576 10,729 9,874 19,314
4 ........................ 12,155 10,985 10,198 19,314
5 ........................ 12,763 11,248 10,573 19,314
6 ........................ 13,401 11,519 10,956 19,314
7 ........................ 14,071 11,796 11,346 19,314
8 ........................ 14,775 12,081 11,744 19,314
9 ........................ 15,513 12,374 12,149 19,314
10 ........................ 16,289 12,675 12,675 19,314
11 ........................ 17,103 13,050 13,050 19,314
12 ........................ 17,959 13,436 13,436 19,314
13 ........................ 18,856 13,835 13,835 19,314
14 ........................ 19,799 14,247 14,247 19,314
15 ........................ 20,789 14,672 14,672 19,314
16 ........................ 21,829 15,111 15,111 19,314
17 ........................ 22,920 15,564 15,564 19,314
18 ........................ 24,066 16,032 16,032 19,314
19 ........................ 25,270 16,514 16,514 19,314
20 ........................ 26,533 17,013 17,013 19,314
25 ........................ 33,864 19,757 19,757 20,745
35 ........................ 55,160 26,899 26,899 27,168

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,052 9,152 19,314
2 10,083 9,206 19,314
3 10,091 9,236 19,314
4 10,072 9,285 19,314
5 10,022 9,347 19,314
6 9,933 9,371 19,314
7 9,798 9,348 19,314
8 9,606 9,268 19,314
9 9,343 9,118 19,314
10 8,994 8,994 19,314
11 8,581 8,581 19,314
12 8,048 8,048 19,314
13 7,371 7,371 19,314
14 6,519 6,519 19,314
15 5,450 5,450 19,314
16 4,104 4,104 19,314
17 2,400 2,400 19,314
18 224 224 19,314
19 * * *
20 * * *
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-9
<PAGE> 48

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

SINGLE LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE

INITIAL FACE AMOUNT: $19,314

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-1% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ............................ 10,500 9,650 8,750 19,314
2 ............................ 11,025 9,310 8,433 19,314
3 ............................ 11,576 8,981 8,126 19,314
4 ............................ 12,155 8,663 7,875 19,314
5 ............................ 12,763 8,355 7,680 19,314
6 ............................ 13,401 8,056 7,494 19,314
7 ............................ 14,071 7,767 7,317 19,314
8 ............................ 14,775 7,487 7,149 19,314
9 ............................ 15,513 7,216 6,991 19,314
10 ............................ 16,289 6,953 6,953 19,314
11 ............................ 17,103 6,732 6,732 19,314
12 ............................ 17,959 6,518 6,518 19,314
13 ............................ 18,856 6,309 6,309 19,314
14 ............................ 19,799 6,105 6,105 19,314
15 ............................ 20,789 5,907 5,907 19,314
16 ............................ 21,829 5,715 5,715 19,314
17 ............................ 22,920 5,527 5,527 19,314
18 ............................ 24,066 5,345 5,345 19,314
19 ............................ 25,270 5,167 5,167 19,314
20 ............................ 26,533 4,994 4,994 19,314
25 ............................ 33,864 4,196 4,196 19,314
35 ............................ 55,160 2,891 2,891 19,314

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 9,462 8,562 19,314
2 8,898 8,021 19,314
3 8,304 7,449 19,314
4 7,673 6,886 19,314
5 7,000 6,325 19,314
6 6,272 5,710 19,314
7 5,479 5,029 19,314
8 4,603 4,265 19,314
9 3,625 3,400 19,314
10 2,523 2,523 19,314
11 1,281 1,281 19,314
12 * * *
13 * * *
14 * * *
15 * * *
16 * * *
17 * * *
18 * * *
19 * * *
20 * * *
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-10
<PAGE> 49

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 MALE / 55 FEMALE

INITIAL FACE AMOUNT: $43,779

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ..................... 10,500 10,891 9,991 43,779
2 ..................... 11,025 11,860 10,982 43,779
3 ..................... 11,576 12,911 12,056 43,779
4 ..................... 12,155 14,052 13,265 43,779
5 ..................... 12,763 15,291 14,616 43,779
6 ..................... 13,401 16,636 16,074 43,779
7 ..................... 14,071 18,097 17,647 43,779
8 ..................... 14,775 19,682 19,344 43,779
9 ..................... 15,513 21,403 21,178 43,779
10 ..................... 16,289 23,271 23,271 43,779
11 ..................... 17,103 25,405 25,405 43,779
12 ..................... 17,959 27,737 27,737 43,779
13 ..................... 18,856 30,293 30,293 43,779
14 ..................... 19,799 33,099 33,099 43,779
15 ..................... 20,789 36,188 36,188 43,779
16 ..................... 21,829 39,596 39,596 45,535
17 ..................... 22,920 43,335 43,335 48,968
18 ..................... 24,066 47,429 47,429 52,647
19 ..................... 25,270 51,916 51,916 56,589
20 ..................... 26,533 56,838 56,838 60,817
25 ..................... 33,864 89,322 89,322 93,788
35 ..................... 55,160 215,013 215,013 225,764

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,891 9,991 43,779
2 11,860 10,982 43,779
3 12,911 12,056 43,779
4 14,052 13,265 43,779
5 15,291 14,616 43,779
6 16,636 16,074 43,779
7 18,097 17,647 43,779
8 19,682 19,344 43,779
9 21,403 21,178 43,779
10 23,271 23,271 43,779
11 25,405 25,405 43,779
12 27,737 27,737 43,779
13 30,293 30,293 43,779
14 33,099 33,099 43,779
15 36,188 36,188 43,779
16 39,596 39,596 45,535
17 43,335 43,335 48,968
18 47,429 47,429 52,647
19 51,916 51,916 56,589
20 56,838 56,838 60,817
25 89,322 89,322 93,788
35 212,933 212,933 223,579
</TABLE>

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

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

A-11
<PAGE> 50

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 MALE / 55 FEMALE

INITIAL FACE AMOUNT: $43,779

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ........................ 10,500 10,301 9,401 43,779
2 ........................ 11,025 10,605 9,728 43,779
3 ........................ 11,576 10,913 10,058 43,779
4 ........................ 12,155 11,223 10,436 43,779
5 ........................ 12,763 11,534 10,859 43,779
6 ........................ 13,401 11,844 11,281 43,779
7 ........................ 14,071 12,151 11,701 43,779
8 ........................ 14,775 12,452 12,114 43,779
9 ........................ 15,513 12,755 12,530 43,779
10 ........................ 16,289 13,066 13,066 43,779
11 ........................ 17,103 13,453 13,453 43,779
12 ........................ 17,959 13,853 13,853 43,779
13 ........................ 18,856 14,265 14,265 43,779
14 ........................ 19,799 14,691 14,691 43,779
15 ........................ 20,789 15,130 15,130 43,779
16 ........................ 21,829 15,584 15,584 43,779
17 ........................ 22,920 16,052 16,052 43,779
18 ........................ 24,066 16,536 16,536 43,779
19 ........................ 25,270 17,035 17,035 43,779
20 ........................ 26,533 17,550 17,550 43,779
25 ........................ 33,864 20,387 20,387 43,779
35 ........................ 55,160 27,610 27,610 43,779

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,301 9,401 43,779
2 10,605 9,728 43,779
3 10,913 10,058 43,779
4 11,223 10,436 43,779
5 11,534 10,859 43,779
6 11,844 11,281 43,779
7 12,151 11,701 43,779
8 12,452 12,114 43,779
9 12,744 12,519 43,779
10 13,022 13,022 43,779
11 13,335 13,335 43,779
12 13,630 13,630 43,779
13 13,901 13,901 43,779
14 14,142 14,142 43,779
15 14,347 14,347 43,779
16 14,506 14,506 43,779
17 14,606 14,606 43,779
18 14,629 14,629 43,779
19 14,555 14,555 43,779
20 14,360 14,360 43,779
25 10,433 10,433 43,779
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-12
<PAGE> 51

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 55 MALE / 55 FEMALE

INITIAL FACE AMOUNT: $43,779

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-1% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ............................ 10,500 9,710 8,810 43,779
2 ............................ 11,025 9,421 8,544 43,779
3 ............................ 11,576 9,132 8,277 43,779
4 ............................ 12,155 8,841 8,054 43,779
5 ............................ 12,763 8,548 7,873 43,779
6 ............................ 13,401 8,248 7,686 43,779
7 ............................ 14,071 7,953 7,503 43,779
8 ............................ 14,775 7,667 7,330 43,779
9 ............................ 15,513 7,390 7,165 43,779
10 ............................ 16,289 7,122 7,122 43,779
11 ............................ 17,103 6,897 6,897 43,779
12 ............................ 17,959 6,678 6,678 43,779
13 ............................ 18,856 6,465 6,465 43,779
14 ............................ 19,799 6,257 6,257 43,779
15 ............................ 20,789 6,055 6,055 43,779
16 ............................ 21,829 5,859 5,859 43,779
17 ............................ 22,920 5,667 5,667 43,779
18 ............................ 24,066 5,481 5,481 43,779
19 ............................ 25,270 5,300 5,300 43,779
20 ............................ 26,533 5,123 5,123 43,779
25 ............................ 33,864 4,309 4,309 43,779
35 ............................ 55,160 2,977 2,977 43,779

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 9,710 8,810 43,779
2 9,421 8,544 43,779
3 9,132 8,277 43,779
4 8,841 8,054 43,779
5 8,548 7,873 43,779
6 8,248 7,686 43,779
7 7,941 7,491 43,779
8 7,623 7,285 43,779
9 7,289 7,064 43,779
10 6,934 6,934 43,779
11 6,580 6,580 43,779
12 6,193 6,193 43,779
13 5,768 5,768 43,779
14 5,297 5,297 43,779
15 4,771 4,771 43,779
16 4,179 4,179 43,779
17 3,505 3,505 43,779
18 2,725 2,725 43,779
19 1,813 1,813 43,779
20 738 738 43,779
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-13
<PAGE> 52

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE / 65 FEMALE

INITIAL FACE AMOUNT: $27,688

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ..................... 10,500 10,887 9,987 27,688
2 ..................... 11,025 11,841 10,963 27,688
3 ..................... 11,576 12,866 12,011 27,688
4 ..................... 12,155 13,970 13,183 27,688
5 ..................... 12,763 15,160 14,485 27,688
6 ..................... 13,401 16,445 15,883 27,688
7 ..................... 14,071 17,835 17,385 27,688
8 ..................... 14,775 19,343 19,005 27,688
9 ..................... 15,513 20,984 20,759 27,688
10 ..................... 16,289 22,781 22,781 27,688
11 ..................... 17,103 24,864 24,864 27,688
12 ..................... 17,959 27,192 27,192 28,551
13 ..................... 18,856 29,751 29,751 31,239
14 ..................... 19,799 32,545 32,545 34,172
15 ..................... 20,789 35,591 35,591 37,371
16 ..................... 21,829 38,910 38,910 40,856
17 ..................... 22,920 42,523 42,523 44,649
18 ..................... 24,066 46,449 46,449 48,771
19 ..................... 25,270 50,710 50,710 53,246
20 ..................... 26,533 55,330 55,330 58,096
25 ..................... 33,864 85,425 85,425 89,696
35 ..................... 55,160 205,394 205,394 207,448

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,887 9,987 27,688
2 11,841 10,963 27,688
3 12,866 12,011 27,688
4 13,970 13,183 27,688
5 15,160 14,485 27,688
6 16,445 15,883 27,688
7 17,835 17,385 27,688
8 19,342 19,005 27,688
9 20,984 20,759 27,688
10 22,781 22,781 27,688
11 24,864 24,864 27,688
12 27,191 27,191 28,551
13 29,751 29,751 31,238
14 32,544 32,544 34,172
15 35,591 35,591 37,370
16 38,910 38,910 40,855
17 42,522 42,522 44,648
18 46,448 46,448 48,771
19 50,710 50,710 53,245
20 55,329 55,329 58,095
25 84,635 84,635 88,867
35 200,320 200,320 202,323
</TABLE>

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

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

A-14
<PAGE> 53

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE / 65 FEMALE

INITIAL FACE AMOUNT: $27,688

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ........................ 10,500 10,296 9,396 27,688
2 ........................ 11,025 10,586 9,709 27,688
3 ........................ 11,576 10,867 10,012 27,688
4 ........................ 12,155 11,136 10,349 27,688
5 ........................ 12,763 11,404 10,729 27,688
6 ........................ 13,401 11,678 11,116 27,688
7 ........................ 14,071 11,960 11,510 27,688
8 ........................ 14,775 12,250 11,912 27,688
9 ........................ 15,513 12,547 12,322 27,688
10 ........................ 16,289 12,853 12,853 27,688
11 ........................ 17,103 13,233 13,233 27,688
12 ........................ 17,959 13,625 13,625 27,688
13 ........................ 18,856 14,030 14,030 27,688
14 ........................ 19,799 14,449 14,449 27,688
15 ........................ 20,789 14,880 14,880 27,688
16 ........................ 21,829 15,326 15,326 27,688
17 ........................ 22,920 15,786 15,786 27,688
18 ........................ 24,066 16,261 16,261 27,688
19 ........................ 25,270 16,751 16,751 27,688
20 ........................ 26,533 17,257 17,257 27,688
25 ........................ 33,864 20,043 20,043 27,688
35 ........................ 55,160 27,138 27,138 27,688

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 10,296 9,396 27,688
2 10,586 9,709 27,688
3 10,867 10,012 27,688
4 11,136 10,349 27,688
5 11,390 10,715 27,688
6 11,623 11,061 27,688
7 11,831 11,381 27,688
8 12,005 11,667 27,688
9 12,135 11,910 27,688
10 12,210 12,210 27,688
11 12,269 12,269 27,688
12 12,249 12,249 27,688
13 12,137 12,137 27,688
14 11,913 11,913 27,688
15 11,552 11,552 27,688
16 11,022 11,022 27,688
17 10,275 10,275 27,688
18 9,249 9,249 27,688
19 7,860 7,860 27,688
20 5,996 5,996 27,688
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-15
<PAGE> 54

GLENBROOK LIFE AND ANNUITY COMPANY

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

JOINT LIFE OPTION

$10,000 INITIAL PREMIUM

ISSUE AGE 65 MALE / 65 FEMALE

INITIAL FACE AMOUNT: $27,688

ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-1% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES(1)
PREMIUMS -----------------------------------
END OF ACCUMULATED CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT
- -------- -------------- ------- --------- -------
<S> <C> <C> <C> <C>
1 ............................ 10,500 9,706 8,806 27,688
2 ............................ 11,025 9,402 8,524 27,688
3 ............................ 11,576 9,085 8,230 27,688
4 ............................ 12,155 8,763 7,976 27,688
5 ............................ 12,763 8,452 7,777 27,688
6 ............................ 13,401 8,150 7,588 27,688
7 ............................ 14,071 7,858 7,408 27,688
8 ............................ 14,775 7,575 7,238 27,688
9 ............................ 15,513 7,301 7,076 27,688
10 ............................ 16,289 7,036 7,036 27,688
11 ............................ 17,103 6,813 6,813 27,688
12 ............................ 17,959 6,596 6,596 27,688
13 ............................ 18,856 6,385 6,385 27,688
14 ............................ 19,799 6,180 6,180 27,688
15 ............................ 20,789 5,980 5,980 27,688
16 ............................ 21,829 5,785 5,785 27,688
17 ............................ 22,920 5,596 5,596 27,688
18 ............................ 24,066 5,411 5,411 27,688
19 ............................ 25,270 5,232 5,232 27,688
20 ............................ 26,533 5,057 5,057 27,688
25 ............................ 33,864 4,252 4,252 27,688
35 ............................ 55,160 2,933 2,933 27,688

<CAPTION>
GUARANTEED CHARGES(2)
-----------------------------------
END OF CASH
CONTRACT ACCOUNT SURRENDER DEATH
YEAR VALUE VALUE BENEFIT
- -------- ------- --------- -------
<C> <C> <C> <C>
1 9,706 8,806 27,688
2 9,402 8,524 27,688
3 9,085 8,230 27,688
4 8,751 7,964 27,688
5 8,396 7,721 27,688
6 8,013 7,451 27,688
7 7,594 7,144 27,688
8 7,129 6,791 27,688
9 6,603 6,378 27,688
10 6,001 6,001 27,688
11 5,327 5,327 27,688
12 4,535 4,535 27,688
13 3,603 3,603 27,688
14 2,501 2,501 27,688
15 1,194 1,194 27,688
16 * * *
17 * * *
18 * * *
19 * * *
20 * * *
25 * * *
35 * * *
</TABLE>

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

* When the account value is $0 or less, the Death Benefit is only payable if
subsequent premiums are paid to keep the policy in force.

(1) Values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

(2) Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates.

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RESULTS MAY BE MORE OR LESS THAN THOSE
SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT
WILL BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGES 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH BENEFIT, ACCOUNT
VALUE, AND CASH SURRENDER VALUE FOR A CONTRACT WILL ALSO BE DIFFERENT FROM THOSE
SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE SEPARATE ACCOUNT AND
THE RATES OF RETURN OF THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

A-16
<PAGE> 55
PART II - OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

REPRESENTATION AS TO FEES AND CHARGES

Glenbrook Life and Annuity Company represents that the fees and charges
deducted under the Modified Single Premium Variable Life Insurance Contract
hereby registered by this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Glenbrook Life.

REPRESENTATION PURSUANT TO RULE 6e-3(T)

This filing is made pursuant to Rule 6e-3(T) under the
Investment Company Act of 1940 ("Investment Company Act").

RULE 484 UNDERTAKING

The By-Laws of Glenbrook Life and Annuity Company ("Depositor") which are
incorporated herein by reference as Exhibit 1.(6)(b), provide that it will
indemnify its officers and directors for certain damages and expenses that may
be incurred in the performance of their duty to Depositor. No indemnification
is provided, however, when such person is adjudged to be liable for negligence
or misconduct in the performance of his or her duty, unless indemnification is
deemed appropriate by the court upon application. 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
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.

<PAGE> 56
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:
The Facing Sheet.
The Prospectus consisting of 54 pages.
The Undertaking to File Reports.
Rule 484 Undertaking.
Representation As To Fees and Charges.
Representation Pursuant to Rule 6e-3(T).
The Signatures.
Written Consents of the following persons:

(a) Messrs. Katten Muchin & Zavis*
(b) Deloitte & Touche LLP*

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:
(1) Form of Resolution of the Board of Directors of Glenbrook
Life and Annuity Company authorizing establishment of the AIM
Variable Life Separate Account A.**
(2) Not Applicable.
(3) (a) Form of Principal Underwriting Agreement.*
(b) Form of Selling Agreement.*
(c) See Exhibit 1(3)(b).
(4) Not Applicable.
(5) Specimen Contract.**
(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company.***
(b) By-laws of Glenbrook Life and Annuity Company.***
(7) Not Applicable.
(8) Form of Participation Agreements.****
(9) Not Applicable.
(10) Form of Application for Contract.**
2. Opinion of Counsel.*
3. Financial Statements omitted from the prospectus pursuant to instruction
1(b) or 1(c)
(1) Not Applicable.
(2) Financial Statements pursuant to 1(c).*
4. Not Applicable.
5. Financial Data Schedule. *****
6. Not Applicable.
7. Powers of Attorney.**
8. Consents.*
(1) Messrs. Katten Muchin & Zavis*
(2) Deloitte & Touche LLP*
9. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii)*
10. Actuarial Opinion and Consent**

* Filed herewith.
** Previously filed in Form S-6 Registration Statement No. 333-25045 dated
April 11, 1997, and incorporated herein by reference.
*** Previously filed in Form S-1 Registration Statement No. 333-07275 dated
June 28, 1996, and incorporated herein by reference.
**** Previously filed in Form N-4 Registration Statement No. 033-62203 dated
April 23, 1996 and incorporated herein by reference.
***** Previously filed in Depositor's Form 10-K filed March 31, 1997.

<PAGE> 57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, Glenbrook Life A I M Variable Life Separate Account A, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the Township of Northfield, State of Illinois, on the 11th day
of July 1997.

GLENBROOK LIFE A I M VARIABLE LIFE SEPARATE ACCOUNT A
(Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)

(SEAL)
Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
---------------------------- -----------------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary and
and Assistant General Counsel General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following Directors and
Officers of Glenbrook Life and Annuity Company on the 11th day of July 1997.

*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- ---------------------------- Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)

/s/MICHAEL J. VELOTTA Vice President, Secretary, General
- ---------------------------- Counsel and Director
Michael J. Velotta

*/PETER H. HECKMAN President, Chief Operating Officer
- ---------------------------- and Director
Peter H. Heckman

*/JOHN R. HUNTER Director
- ----------------------------
John R. Hunter

*/MARLA G. FRIEDMAN Vice President
- ----------------------------
Marla G. Friedman

*/KEVIN R. SLAWIN Vice President
- ---------------------------- (Principal Financial Officer)
Kevin R. Slawin

*/G. CRAIG WHITEHEAD Senior Vice President and Director
- ----------------------------
G. Craig Whitehead

*/CASEY J. SYLLA Chief Investment Officer
- ----------------------------
Casey J. Sylla

*/JAMES P. ZILS Treasurer
- ----------------------------
James P. Zils

*/KEITH A. HAUSCHILDT Assistant Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Keith A. Hauschildt

*/ By Michael J. Velotta, pursuant to Power of Attorney previously filed.

<PAGE> 1
EXHIBIT 1(3)(a)

FORM OF UNDERWRITING AGREEMENT

THIS AGREEMENT, is entered into on this day _____of ______, by and among
GLENBROOK LIFE AND ANNUITY COMPANY, (or "Company") a life insurance company
organized under the laws of the State of Illinois, on its own and on behalf of
the GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A ("Separate Account") a
separate account established pursuant to the insurance laws of the State of
Illinois, and ALLSTATE LIFE FINANCIAL SERVICES, INC., ("Principal
Underwriter"), a corporation organized under the laws of the state of Delaware.

RECITALS

WHEREAS, Company proposes to issue to the public certain variable life
contracts identified in the Attachment A ("Contracts"); and

WHEREAS, Company, by resolution adopted on May 23, 1996, established the
Separate Account for the purpose of issuing the Contracts; and

WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File No. 811- ); and

WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 (File No. 333- , ) for
offer and sale to the public and otherwise are in compliance with all
applicable laws; and

<PAGE> 2

WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and

WHEREAS, Company desires to obtain the services of Principal Underwriter
as an underwriter and distributor of said Contracts issued by Company through
the Separate Account;

NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:

1. AUTHORITY AND DUTIES

(a) Principal Underwriter will serve as an underwriter and
distributor on an agency basis for the Contracts which will be
issued by the Company through the Separate Account.

(b) Principal Underwriter will use its best efforts to provide
information and marketing assistance to licensed insurance agents
and broker-dealers on a continuing basis. However, Principal
Underwriter shall be responsible for compliance with the
requirements of state broker-dealer regulations and the Securities
Exchange Act of 1934 as each applies to Principal

<PAGE> 3

Underwriter in connection with its duties as distributor of said
Contracts. Moreover, Principal Underwriter shall conduct its
affairs in accordance with the rules of Fair Practice of the NASD.

(c) Subject to agreement with the Company, Principal Underwriter
may enter into selling agreements with broker-dealers which are
registered under the Securities Exchange Act of 1934 and/or
authorized by applicable law or exemptions to sell variable life
contracts issued by Company through the Separate Account. Any such
contractual arrangement is expressly made subject to this Agreement,
and Principal Underwriter will at all times be responsible to
Company for supervision of compliance with the federal securities
laws regarding distribution of Contracts.

2. WARRANTIES

(a) The Company represents and warrants to Principal Underwriter
that:

(i) Registration Statements (on Form S-6) for each of
the Contracts identified in Attachment A have been filed with
the Commission in the form previously delivered to Principal
Underwriter and that copies of any and all amendments thereto
will be forwarded to Principal Underwriter at the time that
they are filed with Commission;

<PAGE> 4

(ii) The Registration Statements and any further
amendments or supplements thereto will, when they become
effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, and the rules and regulations of the
Commission under such Acts, and will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity
with information furnished in writing to Company by Principal
Underwriter expressly for use therein;

(iii) The Company is validly existing as a stock life
insurance company in good standing under the laws of the State
of Illinois, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business;

(iv) The Contracts to be issued by the Company and
through the Separate Account and offered for sale by Principal
Underwriter on behalf of the Company hereunder have been duly
and validly authorized and, when issued and delivered with
payment

<PAGE> 5

therefore as provided herein, will be duly and validly issued
and will conform to the description of such Contracts
contained in the Prospectuses relating thereto;

(v) Those persons who offer and sell the Contracts
are to be appropriately licensed or appointed to comply with
the state insurance laws;

(vi) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not
result in a violation of any of the provisions of or default
under any statute, indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to which Company is
a party or by which Company is bound (including Company's
Charter or By-laws as a stock life insurance company, or any
order, rule or regulation of any court or governmental agency
or body having jurisdiction over Company or any of its
properties);

(vii) There is no consent, approval, authorization or
order of any court or governmental agency or body required for
the consummation by Company of the transactions contemplated
by this Agreement, except such as may be required under the
Securities Exchange Act of 1934 or state insurance or
securities laws in connection with the distribution of the
Contracts; and

<PAGE> 6

(viii) There are no material legal or governmental proceedings
pending to which Company or the Separate Account is a party or
of which any property of Company or the Separate Account is
the subject (other than as set forth in the Prospectus
relating to the Contracts, or litigation incidental to the
kind of business conducted by the Company) which, if
determined adversely to Company, would individually or in the
aggregate have a material adverse effect on the financial
position, surplus or operations of Company.

(b) Principal Underwriter represents and warrants to Company
that:

(i) It is a broker-dealer duly registered with the
Commission pursuant to the Securities Exchange Act of 1934, is
a member in good standing of the NASD, and is in compliance
with the securities laws in those states in which it conducts
business as a broker-dealer;

(ii) As a principal underwriter, it shall permit the
offer and sale of Contracts to the public only by and through
persons who are appropriately licensed under the securities
laws and who are appointed in writing by the Company to be
authorized insurance agents unless such persons are exempt
from licensing and appointment requirements;

<PAGE> 7

(iii) The performance of this Agreement and the
consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms or
provisions of or constitute a default under any statute,
indenture, mortgage, deed of trust, note agreement or other
agreement or instrument to which Principal Underwriter is a
party or by which Principal Underwriter is bound (including
the Certificate of Incorporation or By-laws of Principal
Underwriter or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over either
Principal Underwriter or its property); and

(iv) To the extent that any statements made in the
Registration Statements, or any amendments or supplements
thereto, are made in reliance upon and in conformity with
written information furnished to Company by Principal
Underwriter expressly for use therein, such statements will,
when they become effective or are filed with the Commission,
as the case may be, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder, and will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading.

3. BOOKS AND RECORDS

<PAGE> 8

(a) Principal Underwriter shall keep, in a manner and form
approved by Company and in accordance with Rules 17a-3 and 17a-4
under the Securities Exchange Act of 1934, correct records and books
of account as required to be maintained by a registered
broker-dealer, acting as principal underwriter, of all transactions
entered into on behalf of Company with respect to its activities
under this Agreement. Principal Underwriter shall make such records
and books of account available for inspection by the Commission, and
Company shall have the right to inspect, make copies of or take
possession of such records and books of account at any time upon
demand.

(b) Subject to applicable Commission or NASD restrictions,
Company will send confirmations of Contract transactions to Contract
Owners. Company will make such confirmations and records of
transactions available to Principal Underwriter upon request.
Company will also maintain Contract Owner records on behalf of
Principal Underwriter to the extent permitted by applicable
securities laws.

<PAGE> 9

4. SALES MATERIALS

(a) After authorization to commence the activities contemplated
herein, Principal Underwriter will utilize the currently effective
prospectus relating to the subject Contracts in connection with its
underwriting, marketing and distribution efforts. As to other types
of sales material, Principal Underwriter hereby agrees and will
require any participating or selling broker-dealers to agree that
they will use only sales materials which have been authorized for
use by Company, which conform to the requirements of federal and
state laws and regulations, and which have been filed where
necessary with the appropriate regulatory authorities, including the
NASD.

(b) Principal Underwriter will not distribute any prospectus,
sales literature or any other printed matter or material in the
underwriting and distribution of any Contract if, to the knowledge
of Principal Underwriter, any of the foregoing misstates the duties,
obligation or liabilities of Company or Principal Underwriter.

5. COMPENSATION

(a) Company agrees to pay Principal Underwriter for direct
expenses incurred on behalf of Company. Such direct expenses shall
include, but not be limited to, the costs of goods and services
purchased from

<PAGE> 10

outside vendors, travel expenses and state and federal regulatory
fees incurred on behalf of Company.

(b) Principal Underwriter shall present a statement after the end
of the quarter showing the apportionment of services rendered and
the direct expenses incurred. Settlements are due and payable
within thirty days.

6. PURCHASE PAYMENTS

Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company and the directions furnished by the purchasers of such Contracts at
the time of purchase.

7. UNDERWRITING TERMS

(a) Principal Underwriter makes no representations or warranties
regarding the number of Contracts to be sold by licensed
broker-dealers and registered representatives of broker-dealers or
the amount to be paid thereunder. Principal Underwriter does,
however, represent that it will actively engage in its duties under
this Agreement on a continuous basis while there are effective
registration statements with the Commission.

<PAGE> 11

(b) Principal Underwriter will use its best efforts to ensure
that the Contracts shall be offered for sale by registered
broker-dealers and registered representatives (who are duly licensed
as insurance agents) on the terms described in the currently
effective prospectus describing such Contracts.

(c) It is understood and agreed that Principal Underwriter may
render similar services to other companies in the distribution of
other variable contracts.

(d) The Company will use its best efforts to assure that the
Contracts are continuously registered under the Securities Act of
1933 (and under any applicable state "blue sky" laws) and to file
for approval under state insurance laws when necessary.

(e) The Company reserves the right at any time to suspend or
limit the public offering of the subject Contracts upon one day's
written notice to Principal Underwriter.

8. LEGAL AND REGULATORY ACTIONS

(a) The Company agrees to advise Principal Underwriter
immediately of:

(i) any request by the Commission for amendment of the
Registration Statement or for additional information relating
to the Contracts;

<PAGE> 12

(ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
relating to the Contracts or the initiation of any proceedings
for that purpose; and

(iii) the happening of any known material event which
makes untrue any statement made in the Registration Statement
relating to the Contracts or which requires the making of a
change therein in order to make any statement made therein not
misleading.

(b) Each of the undersigned parties agrees to notify the other in
writing upon being apprised of the institution of any proceeding,
investigation or hearing involving the offer or sale of the subject
Contracts.

(c) During any legal action or inquiry, Company will furnish to
Principal Underwriter such information with respect to the Separate
Account and Contracts in such form and signed by such of its
officers as Principal Underwriter may reasonably request and will
warrant that the statements therein contained when so signed are
true and correct.

9. TERMINATION

(a) This Agreement will terminate automatically upon its
assignment.

<PAGE> 13

(b) This Agreement shall terminate without the payment of any
penalty by either party upon sixty (60) days' advance written
notice.

(c) This Agreement shall terminate at the option of the Company
upon institution of formal proceedings against Principal Underwriter
by the NASD or by the Commission, or if Principal Underwriter or any
representative thereof at any time:

(i) employs any device, scheme, artifice, statement
or omission to defraud any person;

(ii) fails to account and pay over promptly to the
Company money due it according to the Company's records; or

(iii) violates the conditions of this Agreement.

10. INDEMNIFICATION

The Company agrees to indemnify Principal Underwriter for any liability that it
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 this Agreement; or

<PAGE> 14

(b) arising out of the purchase, retention or surrender of a
contract; provided, however, that the Company will not indemnify
Principal Underwriter for any such liability that results from the
willful misfeasance, bad faith or gross negligence of Principal
Underwriter or from the reckless disregard by such Principal
Underwriter of its duties and obligations arising under this
Agreement.

11. GENERAL PROVISIONS

(a) This Agreement shall be subject to the laws of the State of
Illinois.

(b) This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time
by the mutual agreement and consent of the undersigned parties.

(c) In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in way be affected or impaired
thereby.

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of _________________.

<PAGE> 15

BY: ____________________________ ______________________________
President and Chief Executive Officer Date

ALLSTATE LIFE FINANCIAL SERVICES, INC.

BY: ____________________________ ________________________________
President and Chief Operating Officer Date

<PAGE> 1
EXHIBIT 1(3)b

FORM OF SELLING AGREEMENT

Agreement, made this ___________________ day of __________________, 199______,
by and among Glenbrook Life and Annuity Company ("Glenbrook"), an Illinois life
insurance company; Allstate Life Financial Services ("ALFS"), a Delaware
corporation; ______________________ ("Broker-Dealer" or "BD"), a
________________ corporation; and ______________________ ("Associated Insurance
Agency"), a ______________________ corporation.

GLENBROOK LIFE AND ANNUITY COMPANY ALLSTATE LIFE FINANCIAL SERVICES, INC.

By: By:
_______________________________ __________________________________

Title: Title:
____________________________ _______________________________

BROKER DEALER ASSOCIATED INSURANCE AGENCY

__________________________________ _____________________________________
(Name) (Name)

__________________________________ _____________________________________
(Street Address) (Street Address)

__________________________________ _____________________________________
(City, State, Zip) (City, State, Zip)

By: By:
______________________________ _________________________________

Title: Title:
___________________________ _______________________________

For States:
________________

WHEREAS, Glenbrook issues certain insurance products and group and individual
insurance contracts/policies and certificates participating therein
(collectively, "Contracts") described further in this Agreement and attached
Schedules, some of which may be deemed securities ("Registered Contracts")
under the Securities Act of 1933 ("1933 Act"); and

WHEREAS, Glenbrook has appointed ALFS, a broker/dealer, as the Underwriter of
the Registered Contracts; and

WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and

WHEREAS, each Associated Insurance Agency is an insurance agent in the states
noted above; and

WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and

WHEREAS, Glenbrook and ALFS propose to authorize BD and Associated Insurance
Agency to solicit sales of the Contracts;

NOW THEREFORE, in consideration of the premises and mutual promises contained
herein including the attached Schedule and Exhibits, the parties hereto agree
as follows:

<PAGE> 2

1. APPOINTMENT AND AUTHORIZATION

ALFS hereby authorizes BD to solicit sales of the Contracts that are described
more specifically in the Commission Schedule(s) attached hereto. Glenbrook
hereby appoints Associated Insurance Agency to solicit sales of the Contracts.
BD and Associated Insurance Agency accept such appointment and authorization,
and each agrees to use its best efforts to find purchasers of the Contracts
acceptable to Glenbrook.

2. REPRESENTATIONS

a. Glenbrook, ALFS, BD and Associated Insurance Agency each represents to one
another that it and the officers signing above have full power and
authority to enter into this Agreement, and that this Agreement has been
duly and validly executed by it and constitutes a legal, valid and binding
agreement.

b. ALFS represents to BD that ALFS is registered as a broker/dealer with the
Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934 ("1934 Act") and under the state securities laws of
each jurisdiction in which such registration is required for underwriting
the Contracts, and that it is a member of the National Association of
Securities Dealers, Inc. (the "NASD").

c. BD represents to ALFS that BD is, and at all times when performing its
functions and fulfilling it obligations under this Agreement, will be,
registered with the SEC as a broker/ dealer under the 1934 Act and under
the state securities laws of each jurisdiction in which such registration
is required for the sale of the Contracts, and a member of the NASD. BD
will notify ALFS in writing if such registration is terminated or
suspended, and shall take all reasonable actions to reinstate such
registrations.

d. Associated Insurance Agency represents to ALFS and Glenbrook that
Associated Insurance Agency is, and at all times when performing its
functions and fulfilling its obligations under this Agreement, will be, a
properly licensed insurance agency in each jurisdiction in which such
licensing is required for the sale of the Contracts.

e. Glenbrook represents to BD that the Registered Contracts, including any
variable separate account(s) supporting such Registered Contracts, shall
comply in all material respects with the registration and other applicable
requirements of the 1933 Act and the Investment Company Act of 1940, and
the rules and regulations thereunder, including the terms of any order of
the SEC with respect thereto.

f. Glenbrook represents to BD and Associated Insurance Agency that the
Contracts it issues have been filed and approved by the state insurance
departments in such jurisdictions where it is authorized to transact
business and such filing and approval are required prior to the issuance
of Contracts therein.

g. Glenbrook represents to BD that the prospectuses included in Glenbrook's
Registration Statement for the Registered Contracts, and in post-effective
amendments thereto, and any supplements thereto, as filed or to be filed
with the SEC, as of their respective effective dates, contain or will
contain in all material respects all statements and information which are
required to be contained therein by the 1933 Act and conform or will
conform in all material respects to the requirements thereof.

3. COMPLIANCE WITH REGULATORY REQUIREMENTS

BD shall abide by all rules and regulations of the NASD governing the sale of
the Variable Contracts, and BD and Associated Insurance Agency shall comply
with all applicable state and federal laws and the rules and regulations of
governmental or regulatory agencies affecting or governing the sale of the
Contracts. BD and Associated Insurance Agency shall comply with all applicable
administrative procedures of Glenbrook and ALFS.

4. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES

a. BD and Associated Insurance Agency are hereby specifically authorized to
designate those registered representatives of BD, or individuals
associated with the Associated Insurance Agency ("Agents"), proposed to be
engaged in solicitation of sales of the Contracts for appointment by
Glenbrook as individual insurance agents. BD and Associated Insurance
Agency shall not propose a registered representative, or Agent, for
appointment unless such representative, or Agent, is duly licensed as an
insurance agent in the state(s) in which it is proposed that such
representative, or Agent, engage in solicitations of sales of the
Contracts. BD and Associated Insurance Agency together shall be
responsible for registered representatives', and Agents', compliance with
applicable state insurance agent licensing laws.

2
<PAGE> 3

b. BD and Associated Insurance Agency shall assist Glenbrook and ALFS in the
appointment of BD's registered representatives, and Agents, under
applicable insurance laws, to sell the Contracts. BD and Associated
Insurance Agency shall comply with Glenbrook requirements for, including
the General Letter of Recommendation (attached as Exhibit A) , in
submitting licensing or appointment documentation for proposed registered
representatives and Agents. All such documentation shall be submitted by
BD or Associated Insurance Agency to Glenbrook or its designated agent
licensing administrator.

c. Glenbrook reserves the right to refuse to appoint any such designated
individual or, once appointed, to terminate or refuse to renew the
appointment of any such designated individual. Only those registered
representatives who are duly licensed as insurance agents and appointed by
Glenbrook (herein, "Representatives") shall have authority to solicit
sales of the Contracts. Only those Agents who are registered
representatives of BD shall have authority to solicit sales of the
Registered Contracts. Agents who are not registered representatives of BD
shall be limited to selling those Contracts which are not Registered
Contracts ("Fixed Contracts"). BD and Associated Insurance Agency shall
notify ALFS immediately in writing if any Representative appointed by
Glenbrook ceases to be a registered representative of BD or if any
Representative or Agent ceases to be properly licensed in any state.

5. SUPERVISION OF REPRESENTATIVES AND AGENTS

a. BD shall have full responsibility for training and supervision of all
Representatives and all other persons associated with BD who are involved
directly or indirectly in the offer or sale of the Registered Contracts,
and all such persons shall be subject to the control of BD with respect to
such persons' activities in connection with the sale of the Registered
Contracts. Associated Insurance Agency shall have full responsibility for
training and supervision of all Agents who are involved directly or
indirectly in the offer or sale of the Contracts and for Agent's
compliance with applicable state insurance laws.

b. Before Representatives engage in the solicitation of applications for the
Registered Contracts, BD and Associated Insurance Agency will cause the
Representatives (1) to be registered representatives of BD; (2) to be
licensed, registered or otherwise qualified under applicable federal and
state laws to engage in the sale of the Contracts; (3) to be trained in
the sale of the Contracts; and (4) to limit solicitation of applications
for the Contracts to jurisdictions where Glenbrook has authorized such
solicitations.

c. Before Representatives or Agents engage in the solicitation of
applications for the Fixed Contracts, Associated Insurance Agency will
cause such individuals (1) to be licensed or otherwise qualified under
applicable laws to engage in the sale of the Fixed Contracts; (2) to be
trained in the sale of the Fixed Contracts; and (3) to limit solicitation
of applications for the Fixed Contracts to jurisdictions where Glenbrook
has authorized such solicitations.

d. BD is specifically charged with the responsibility of supervising and
reviewing its Representatives' use of sales literature and advertising and
all other communications with the public in connection with the Contracts.
With regard to Registered Contracts, no sales solicitation, including the
delivery of supplemental sales literature or other such materials, shall
occur, be delivered to, or used with a prospective purchaser unless
accompanied or preceded by the appropriate then current prospectus(es),
the then current prospectus(es) for the underlying funds funding any
variable contracts (the "Funds") and, where required by state insurance
law, the then current statement of additional information for any variable
contracts.

e. BD shall execute any electronic or telephone orders only in accordance
with the current prospectus applicable to the Contracts and agrees, that
in consideration for the telephone transfer privileges, Glenbrook will not
be liable for any loss incurred as a result of acting upon electronic or
telephone instructions containing unauthorized, incorrect or incomplete
information received from BD or its representatives.

f. Upon request by Glenbrook, BD and Associated Insurance Agency shall
furnish appropriate records or other documentation to evidence BD's and
Associated Insurance Agency's diligent supervision.

g. In the event a Representative or Agent performs any unauthorized
transaction(s) with respect to a Contract(s), BD shall bear sole
responsibility, shall notify Glenbrook and shall act to terminate the
sales activities of such Representative or Agent relating to the
Contract(s).

h. In the event a Representative or Agent fails to meet the BD's or
Associated Insurance Agency's rules and standards, BD or Associated
Insurance Agency, as the case may be, shall notify Glenbrook and shall act

3
<PAGE> 4

to terminate the sales activities of such Representative or Agent relating
to the Contracts.

6. SALES PROMOTION MATERIAL AND ADVERTISING

a. BD, Associated Insurance Agency, Agents and Representatives, in
connection with the offer or sale of the Contracts or solicitation of a
payment or other transaction under a Contract, shall not give any
information or make any representations or statements, written or oral,
concerning the Contracts or a Fund, inconsistent with information or
representations contained, in the case of a Registered Contract, in the
prospectus, statement of additional information and registration statement
for the Contracts or such Fund, or in reports or proxy statements thereof,
or in promotional, sales or advertising material or other information
supplied and approved in writing by ALFS for such use, or in the case of
Fixed Contracts, in the contracts or materials furnished by Glenbrook.
BD, Associated Insurance Agency, Agents and Representatives may not modify
or represent that they may modify any such prospectus, statement of
additional information, registration statement, promotional, sales or
advertising materials.

b. No item of sales promotion materials or advertising relating to the
Contracts, including any illustrations or software programs therefor,
shall be used by BD, Associated Insurance Agency, Agents or
Representatives unless the specific item has been provided by Glenbrook
and ALFS or has first been approved in writing by Glenbrook and ALFS for
use. Glenbrook and ALFS reserve the right to recall any material provided
by them at any time for any reason, and BD and Associated Insurance Agency
shall promptly comply with any such request for the return of material and
shall not use such material thereafter.

7. SOLICITING APPLICATIONS AND PAYMENTS

a. All applications for Contracts shall be made on application forms
supplied by Glenbrook. BD, Associated Insurance Agency, Agents and the
Representatives shall not recommend the purchase of a Contract to a
prospective purchaser unless it has reasonable grounds to believe that
such purchase is suitable for the prospective purchaser and is in
accordance with applicable regulations of any state insurance commission,
and with respect to Registered Contracts, the SEC and the NASD. While not
limited to the following, a determination of suitability shall be based on
information concerning the prospective purchaser's insurance and
investment objectives and financial situation and needs.

b. BD and Associated Insurance Agency shall review applications for
completeness and correctness, as well as compliance with the suitability
standards specified above. BD will promptly, but in no case later than
the end of the next business day following receipt by BD or a
Representative, forward to Glenbrook according to administrative
procedures all complete and correct applications for suitable
transactions, together with any payments received with the applications,
without deduction for compensation unless there has been a mutual
arrangement for net wire transmissions between ALFS, Glenbrook and BD.
Glenbrook reserves the right to reject any Contract application and return
any payment made in connection with an application that is rejected.

c. Contracts issued on accepted applications will be forwarded to BD for
delivery to the Contract Owner according to procedures established by
Glenbrook, unless Glenbrook has provided otherwise. BD shall cause each
such Contract to be delivered to the respective Contract Owner within five
days after BD's receipt. BD shall be liable to Glenbrook for any loss
incurred by Glenbrook (including consequential damages and regulatory
penalties) as a result of any delay by BD or a Representative in
delivering such Contract.

d. BD, Associated Insurance Agency, Agents and Representatives shall not
encourage a prospective purchaser to surrender or exchange a Contract in
order to purchase another insurance policy or contract except when a
change in circumstances makes the Contract an unsuitable investment for
the Contract owner.

8. PAYMENTS RECEIVED BY BD

All premium payments (hereinafter collectively referred to as "Payments") are
the property of Glenbrook and shall be transmitted to Glenbrook by BD
immediately upon receipt by BD or Associated Insurance Agency or any Agent or
Representative in accordance with the administrative procedures of Glenbrook,
without any deduction or offset for any reason, including by example but not
limitation any deduction or offset for compensation claimed by BD. CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "GLENBROOK LIFE AND ANNUITY
COMPANY." Glenbrook reserves the right to reject any Payment for any reason.

4
<PAGE> 5

9. COMMISSIONS PAYABLE

a. Commissions payable in connection with the Contracts shall be paid to
Associated Insurance Agency according to the Commission Schedule(s)
relating to this Agreement in effect at the time of receipt by Glenbrook
of the payment or transaction request on which such commissions are based.
If available, a Commission Option(s) may: (1) be elected by BD and
Associated Insurance Agency on behalf of all of its Representatives or
Agents or (2) may be elected by each Representative or Agent at the time
of Application. Any election made and applied to a Contract may not be
changed and will be in effect for the life of the Contract. Glenbrook and
ALFS reserve the right to revise the Commission Schedule(s) for new
business at any time upon at least thirty (30) days prior written notice
to BD and Associated Insurance Agency.

b. Compensation to the Representatives or Agents for Contracts solicited by
the Representatives or Agents and issued by Glenbrook will be governed by
agreements between BD or the Associated Insurance Agency and their
respective Representatives or Agents and payment thereof will be the BD's
or Associated Insurance Agency's sole responsibility.

10. REFUND OF COMMISSIONS

If Glenbrook is required to refund premiums or return contract values and waive
surrender charges on any Contract for any reason, then commission will be
adjusted with respect to said premiums or Contract as set forth in the
Commission Schedule, and any commission previously paid for said premiums must
be refunded to Glenbrook or ALFS. ALFS shall have the right to offset any such
refundable commission against amounts otherwise payable by ALFS. ALFS agrees
to notify BD and Associated Insurance Agency within thirty (30) days after it
receives notice from Glenbrook of any premium refund or a commission charge
back.

11. ASSOCIATED INSURANCE AGENCY

BD and the Associated Insurance Agency represent that they are in compliance
with the terms and conditions of no-action letters issued by the staff of the
SEC with respect to non-registration as a broker/ dealer of an insurance agency
associated with a registered broker/dealer. BD and Associated Insurance Agency
shall notify ALFS immediately in writing if BD and/or such agency fail to
comply with any such terms and conditions and shall take such measures as may
be necessary to comply with any such terms and conditions. If Associated
Insurance Agency is the same person as BD, this Paragraph 11 does not apply,
and BD shall undertake all the duties, responsibilities and privileges under
this Agreement.

12. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS

a. No party to this Agreement will be liable for any obligation, act or
omission of any other party. BD and Associated Insurance Agency will hold
harmless and indemnify Glenbrook and ALFS, and conversely, Glenbrook and
ALFS will hold harmless and indemnify BD and Associated Insurance Agency
for any loss or expense suffered as a result of the violation or
noncompliance by the indemnifying party of or with any applicable law or
regulation or any provision of this Agreement. Further, any BD violation
or noncompliance by an associated person, as defined in Article 1 of the
NASD By-Laws, would be covered under this provision.

b. Without limiting the above paragraph, in situations when "as of" pricing
is necessary in connection with the Contracts (and a loss is incurred to
compensate the Contract owner for reduced Contract values) the party whose
actions resulted in the loss will bear the costs according to pricing
procedures established by Glenbrook.

13. NON-ASSIGNABILITY PROVISION

This Agreement may not be assigned by any party except by mutual consent of all
other parties.

14. NON-WAIVER PROVISION

Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of that party's right to
terminate this Agreement at a later time for any of these causes.

15. AMENDMENTS

Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.

16. INDEPENDENT CONTRACTORS

BD and its Representatives, and Associated Insurance Agency and its Agents, are
independent contractors with respect to Glenbrook and ALFS.

17. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS

5
<PAGE> 6

a. BD and Associated Insurance Agency agree to notify ALFS promptly of any
customer complaints or disciplinary proceedings against BD, Associated
Insurance Agency or any Representatives or Agents relating to the
Contracts or any threatened or filed arbitration action or civil
litigation arising out of solicitation of the Contracts.

b. BD and Associated Insurance Agency shall cooperate with Glenbrook in
investigating and responding to any customer complaint, attorney demand,
or inquiry received from state insurance departments or other regulatory
agencies or legislative bodies, and in any settlement or trial of any
actions arising out of the conduct of business under this Agreement.

c. Any response by BD or Associated Insurance Agency to an individual
customer complaint will be sent to Glenbrook and ALFS for approval not
less than five (5) business days prior to it being sent to the customer,
except that if a more prompt response is required, the proposed response
may be communicated by telephone, facsimile or in person.

18. BOOKS, ACCOUNTS AND RECORDS

a. BD and Associated Insurance Agency agree to maintain books, accounts and
records so as to clearly and accurately disclose the nature and details of
transactions relating to the Contracts and to assist Glenbrook and ALFS in
the timely preparation of their respective books, accounts and records.
BD and Associated Insurance Agency shall upon request submit such books,
accounts and records to the regulatory and administrative bodies which
have jurisdiction over Glenbrook or the Funds.

b. Each party to this Agreement shall promptly furnish to the other parties
any reports and information which another party may request for the
purpose of meeting its reporting and recordkeeping obligations under the
insurance laws of any state, and under the federal and state securities
laws or the rules of the NASD.

19. LIMITATIONS

No party other than Glenbrook shall have authority on behalf of Glenbrook to
make, alter, or discharge any Contract issued by Glenbrook, to waive any
forfeiture provision or to grant, permit, or extend the time of making any
Payments, or to alter the forms which Glenbrook may prescribe or substitute
other forms in place of those prescribed by Glenbrook or to enter into any
proceeding in a court of law or before a regulatory agency in the name of or on
behalf of Glenbrook.

20. CONFIDENTIALITY

Each party to this Agreement shall maintain the confidentiality of any material
designated as proprietary by another party, and shall not use or disclose such
information without the prior written consent of the party designating such
material as proprietary.

21. TERMINATION

a. This Agreement may be terminated at the option of any party upon ten (10)
days written notice to the other parties, or at the option of any party
hereto upon the breach by any party of the covenants and terms of this
Agreement. Paragraph 12 shall survive any such termination.

b. This Agreement may be terminated immediately for cause upon an event of
default. Such termination shall be deemed to occur as of the date
immediately preceding the event of default. An "event of default" shall
occur when the first of the (i) BD or Associated Insurance Agency files
for bankruptcy, or financial or corporate reorganization under federal or
state insolvency law; (ii) applicable laws or regulations prohibit BD or
Associated Insurance Agency from continued marketing of the Contracts.

22. NOTICE

a. In the event of sale, transfer or assignment of a controlling interest in
BD or Agency, notice shall be provided in writing to Glenbrook no less
than thirty (30) days prior to the closing date.

b. All notices to Glenbrook and ALFS relating to this Agreement will be duly
provided by certified or express mail to:

General Counsel
Glenbrook Life and Annuity Company
3100 Sanders Road
Northbrook, Illinois 60062

All notices to BD and Associated Insurance Agency will be duly provided if
mailed to their respective address shown the Agency
Specification/Signature Page(s).

23. SEVERABILITY

6
<PAGE> 7

Should any provision of this Agreement be held unenforceable, those provisions
not affected by the determination of unenforceability shall remain in full
force and effect.

24. GOVERNING LAW

This Agreement will be construed in accordance with the laws of the State of
Illinois.

7
<PAGE> 8

EXHIBIT A

GENERAL LETTER OF RECOMMENDATION

BD hereby certifies to Glenbrook Life and Annuity Company ("Glenbrook") that
all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Glenbrook
submitted by BD. BD will, upon request, forward proof of compliance with same
to Glenbrook in a timely manner.

1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence, business reputation, and
experience and declare that each applicant is personally known to us, has
been examined by us, is known to be of good moral character, has a good
business reputation, is reliable, is financially responsible and is worthy
of appointment as a variable contract agent of Glenbrook. This inquiry
and background investigation has included a credit and criminal check on
each applicant. Based upon our investigation, we vouch for each applicant
and certify that each individual is trustworthy, competent and qualified
to act as an agent for Glenbrook to hold himself out in good faith to the
general public.

2. We have on file the appropriate state insurance department licensing
forms (i.e, B-300, B-301), or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements
for the registration of each applicant as a registered representative
through our NASD member firm, and each applicant is presently registered
as an NASD registered representative.

The above information in our files indicates no fact or condition which
would disqualify the applicant from receiving a license or appointment and
all the findings of all investigative information is favorable.

3. We certify that all educational requirements have been met for the
specific state each applicant is licensed in, and that, all such persons
have fulfilled the appropriate examination, education and training
requirements.

4. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance interest
of the public will be properly protected.

5. We will not permit any applicant to transact insurance as an agent
until duly licensed and appointed by Glenbrook. No applicants have been
given a contract or furnished supplies, nor have any applicants been
permitted to write, solicit business, or act as an agent in any capacity
on behalf of Glenbrook, and they will not be so permitted until the
certificate of authority applied for is received.

<PAGE> 1
EXHIBIT 2

GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
Direct Dial Number 847.402.2400
Facsimile 847.402.4371

Michael J. Velotta
Vice President, Secretary
and General Counsel

July 11, 1997

TO: GLENBROOK LIFE AND ANNUITY COMPANY
NORTHBROOK, ILLINOIS 60062

FROM: MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE: FORM S-6 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FILE NO. 333-25045

With reference to the Registration Statement on Form S-6 filed by
Glenbrook Life and Annuity Company with the Securities and Exchange Commission
covering the Modified Single Premium Variable Life Insurance Contracts
("Contracts"), I have examined such documents and such law as I have considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that:

1. Glenbrook Life and Annuity Company is duly organized and existing under
the laws of the State of Illinois and has been duly authorized to do
business and to issue Contracts by the Director of Insurance of the State
of Illinois.

2. The Separate Account is a separate account of the Company validly
existing pursuant to Illinois law and the regulations issued thereunder.

3. The assets held in the Separate Account are not chargeable with
liabilities arising out of any other business the Company may conduct.

4. The Contracts covered by the above Registration Statement have been or
will be approved and authorized by the director of Insurance of the State
of Illinois and when issued will be valid, legal and binding obligations
of Glenbrook Life and Annuity Company.

<PAGE> 2

I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.

Sincerely,

/s/ Michael J. Velotta
-----------------------
Michael J. Velotta
Vice President, Secretary
and General Counsel

<PAGE> 1
EXHIBIT 8(1)

July 17, 1997

Glenbrook Life and Annuity Company
3100 Sanders Road
Northbrook, IL 60062

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the prospectus filed as part of Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-6 (File No. 333-25045) filed by Glenbrook
Life AIM Variable Life Separate Account A for certain variable life insurance
contracts. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.

Very truly yours,

KATTEN MUCHIN & ZAVIS

By:/s/ JOAN E. BOROS
-------------------------
Joan E. Boros

<PAGE> 1

EXHIBIT 8(2)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No. 333-25045 of Glenbrook Life and Annuity Company on Form S-6 of our
report dated February 21, 1997 relating to the financial statements and
financial statement schedule of Glenbrook Life and Annuity Company, appearing
in the Prospectus, which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
July 24, 1997

<PAGE> 1
EXHIBIT 9

JULY 1997

DESCRIPTION OF ISSUANCE,
TRANSFER, AND REDEMPTION PROCEDURES FOR CONTRACTS
PURSUANT TO RULE 6e-3(T)(b)(12)(iii)
FOR MODIFIED SINGLE PREMIUM
VARIABLE LIFE INSURANCE CONTRACTS
ISSUED BY
GLENBROOK LIFE AND ANNUITY COMPANY

This document sets forth the current administrative procedures that will be
followed by Glenbrook Life and Annuity Company (the "Company") in connection
with its issuance of individual and group modified single premium variable life
insurance contracts (the "Contracts"), the transfer of assets held thereunder,
and the redemption by Contract owners ("Owners") of their interests in those
Contracts. Capitalized terms used herein have the same meaning as in the
prospectus for the Contract that is included in the current registration
statement on Form S-6 for the Contract as filed with the Securities and
Exchange Commission ("Commission").

I. PROCEDURES RELATING TO PURCHASE AND ISSUANCE OF THE CONTRACTS AND
ACCEPTANCE OF PREMIUMS

A. OFFER OF THE CONTRACTS, APPLICATIONS, INITIAL PREMIUMS,
UNDERWRITING REQUIREMENTS, AND ISSUANCE OF THE CONTRACTS

1. Offer of the Contracts. The Contracts will be
offered and sold for premiums pursuant to established premium
schedules and underwriting standards in accordance with state
insurance laws. Initial premium payments for the Contracts
and related insurance charges will not be the same for all
Owners whose Contracts have the same Specified Amount.
Insurance is based on the principle of pooling and
distribution of mortality risks, which assumes that each Owner
pays a premium and related insurance charges commensurate with
the Insured's mortality risk as actuarially determined
utilizing factors such as age, sex, health and occupation. A
uniform premium and insurance charge for all Insureds would
discriminate unfairly in favor of those Insureds representing
greater risk. Although there will be no uniform insurance
charges for all Insureds, there will be a uniform insurance
rate for all Insureds of the same risk class. A description
of the Monthly Deduction under the Contract, which includes a
cost of insurance charge, tax expense charge, and an
administrative expense charge, is at Appendix A to this
memorandum.

2. Application. Individuals wishing to purchase a
Contract must submit an application to the Company. An
application will not be deemed to be complete unless all
required information, including without limitation age, sex,
medical and other background information, has been provided in
the application.
<PAGE> 2

A Contract will be issued only on the lives of
Insureds age 0-85 who supply evidence of insurability
satisfactory to the Company. Acceptance is subject to the
Company's underwriting rules and the Company reserves the
right to reject an application for any lawful reason. If a
Contract is not issued, the premium will be returned.

3. Payment of Initial Premium. The Contract is designed
to permit an initial premium payment and, subject to certain
conditions, additional premium payments. The initial premium
payment purchases a Death Benefit initially equal to the
Contract's Specified Amount. The minimum initial payment is
$10,000.

If the initial premium is over the limits established
from time to time by the Company ($1,000,000 as of the date of
this memorandum), the initial payment will not be accepted
with the application. In other cases in which the Company
receives the initial payment with the application, the Company
will provide fixed conditional insurance during underwriting
according to the terms of a conditional receipt. The fixed
conditional insurance will be the insurance applied for, up to
a maximum that varies by age.

4. Underwriting Requirements. Under current
underwriting rules, which are subject to change, proposed
Insureds are eligible for simplified underwriting without a
medical examination if their application responses and initial
premium payment meet simplified underwriting standards. Full
underwriting standards will apply to all other proposed
Insureds. The maximum initial premium currently permitted on
a simplified underwriting basis varies with the issue age of
the insured according to the following table:

<TABLE>
<CAPTION>
Simplified Underwriting
Issue Age Maximum Initial Premium
----- --- ------- ------- -------
<S> <C>
0-34 Not Available
35-44 $15,000
45-54 $30,000
55-64 $50,000
65-80 $100,000
Over age 80 Not Available
</TABLE>

5. Issuance of the Contract and Determination of
Contract Date.
Once the Company has received the initial premium and
underwriting has been approved, the Contract will be issued on
the date the Company has received the final requirement for
issue. In the case of simplified underwriting, the Contract
<PAGE> 3

will be issued or coverage denied within 3 business days of receipt of
premium. The Insured will be covered under the Contract, however, as
of the Contract Date. Since the Contract Date will generally be the
date the Company receives the initial premium, coverage under a
Contract may begin before it is actually issued. In addition to
determining when coverage begins, the Contract Date determines Monthly
Activity Dates, Contract months, and Contract Years.

B. DETERMINATION OF OWNER OF THE CONTRACT. The Contract Owner
possesses the rights to benefits under the Contract during the
lifetime of the Insured; the Contract Owner may or may not be
the Insured. In some states, the Contracts may be issued in
the form of a group Contract. In those states, certificates
will be issued evidencing a purchaser's rights under the group
Contract. The terms "Contract" and "Contract Owner," as used
in this memorandum, refer to and include such a certificate
and certificate owner, respectively.

C. PAYMENT AND ACCEPTANCE OF ADDITIONAL PREMIUMS

1. Generally. Additional premium payments may be made
at any time, subject to the following conditions:

a. only one additional premium payment may be
made in any Contract Year;
b. each additional premium payment must be at
least $500;
c. the attained age of the Insured must be less
than age 86; and
d. absent submission of new evidence of
insurability of the insured, the maximum
additional payment permitted in a Contract
Year is the "Guaranteed Additional Payment."
The Guaranteed Additional Payment is the
lesser of $5,000 or a percentage of the
initial payment (5% for attained ages 40-70,
and 0% for attained ages 20-39 and 71-85).

Additional premium payments may require an increase
in Specified Amount for the Contract to remain within the
definition of a life insurance contract under the Internal
Revenue Code. The Company reserves the right to obtain
satisfactory evidence of insurability upon any additional
premium payments requiring an increase in Specified Amount.
However, the Company reserves the right to reject any
additional premium payment for any reason.

Unless the Owner requests otherwise in writing, any
additional premium payment received while a Contract loan
exists will be applied: first, as a repayment of
Indebtedness, and second, as an additional premium payment,
subject to the conditions described above.

<PAGE> 4

Additional premiums may be paid at any time and in
any amount necessary to avoid termination of the Contract
without evidence of insurability.

2. Procedures for Accepting Additional Premium Payments.
Premium payments may be made by any method that the Company
deems acceptable. The Company may specify the form in which a
premium payment must be made in order for the premium to be in
"good order." Ordinarily, a check will be deemed to be in
good order upon receipt, although the Company may require that
the check first be converted into federal funds. In addition,
for a premium to be received in "good order," it must be
accompanied by all required supporting documentation, in
whatever form required.

3. Grace Period, Lapse, and Reinstatement. The Contract
will remain in force until the Cash Surrender Value is
insufficient to cover a Monthly Deduction Amount due on a
Monthly Activity Date. The Company will give written notice
to the Contract Owner that if a premium in an amount shown in
the notice (which will be sufficient to cover the Monthly
Deduction Amount(s) due) is not paid within 61 days ("Grace
Period"), there is a danger of lapse.

The Contract will continue through the Grace Period,
but if no payment is forthcoming, it will terminate at the end
of the Grace Period. If the Insured dies during the Grace
Period, the Proceeds payable under the Contract will be
reduced by the Monthly Deduction Amount(s) due and unpaid.

If the Contract lapses, the Contract Owner may apply
for reinstatement of the Contract by payment of the
reinstatement premium (and any applicable charges) required
under the Contract. A request for reinstatement must be made
within five years of the date the Contract entered a Grace
Period. If a loan was outstanding at the time of lapse, the
Company will require repayment of the loan before permitting
reinstatement. In addition, the Company reserves the right to
require evidence of insurability satisfactory to the Company.
The reinstatement premium is equal to an amount sufficient to
(1) cover all Monthly Deduction Amounts and Annual Maintenance
Fee due and unpaid during the Grace Period, and (2) keep the
Contract in force for three months after the date of
reinstatement. The Specified Amount upon reinstatement cannot
exceed the Specified Amount of the Contract at its lapse. The
Account Value on the reinstatement date will reflect the
Account Value at the time of termination of the Contract plus
the premiums paid at the time of reinstatement. Withdrawal
charges and due and unpaid premium tax charges, Cost of
Insurance, and Tax Expense Charges will continue to be based
on the original Contract Date.

D. ALLOCATION AND CREDITING OF INITIAL AND ADDITIONAL PREMIUMS

<PAGE> 5

1. The Variable Account. The variable benefits under
the Contracts are supported by the Glenbrook Life A I
M Variable Life Separate Account A (the "Variable
Account"). The Variable Account will invest in
shares of A I M Variable Insurance Funds, Inc. (the
"Fund Series").

Nine Funds are currently available for investment within the
Variable Account: (1) A I M V.I. Capital Appreciation Fund;
(2) A I M V.I. Diversified Income Fund; (3) A I M V.I. Global
Utilities Fund; (4) A I M V.I. Government Securities Fund; (5)
A I M V.I. Growth Fund; (6) A I M V.I. Growth and Income Fund;
(7) A I M V.I. International Equity; (8) A I M V.I. Money
Market Fund; (9) A I M V.I. Value Fund.

2. Allocations Among the Sub-Accounts. The Variable
Account consists of sub-accounts (the
"Sub-Accounts"), each of which invests in a portfolio
of a Fund. Premiums and Contract Value are allocated
to the Sub-Accounts in accordance with the following
procedures.

a. Allocation of Initial Premium. Upon
completion of underwriting, the Company will either
issue a Contract, or deny coverage and return all
premiums. If a Contract is issued, the initial
premium payment, plus an amount equal to the interest
that would have been earned had the initial premium
been invested in the A I M V.I. Money Market Sub-
Account since the date of receipt of the premium,
will be allocated on the date the Contract is issued
according to the initial premium allocation
instructions specified on the application. In the
future, the Company may allocate the initial premium
(and the interest that would have been earned had the
initial premium been invested in the A I M V.I Money
Market Sub-Account since its receipt) to the A I M
V.I Money Market Sub-Account during the free look
period in those states where state law requires
premiums to be returned upon exercise of the
free-look right.

b. Allocation of Additional Premiums. The
number of Accumulation Units to be credited to a
Contract with each premium, other than the initial
premium and additional premiums requiring
underwriting, will be determined on the date the
request or payment is received in good order by the
Company if such date is a Valuation Day; otherwise
such determination will be made on the next
succeeding date which is a Valuation Day.

c. Calculation of Accumulation Unit Value. The
Accumulation Unit Value for each Variable Sub-Account
will vary to reflect the investment experience of the
corresponding Fund portfolio and will be determined
on

<PAGE> 6

each Valuation Day by multiplying the Accumulation Unit Value
of the particular Variable Sub-Account on the preceding
Valuation Day by a "Net Investment Factor" for that Sub-Account
for the Valuation Period then ended. The Net Investment Factor
for each Variable Sub- Account is determined by first dividing
(A) the net asset value per share for the corresponding Fund
portfolio at the end of the current Valuation Period (plus the
per share dividends or capital gains by that Fund portfolio if
the ex-dividend date occurs in the Valuation Period then
ending), by (B) the net asset value per share of the
corresponding Fund portfolio at the end of the immediately
preceding Valuation Period; and then subtracting from the
result an amount equal to the daily deductions for mortality
and expense risk charges imposed during the Valuation Period.

II. TRANSFERS AMONG ACCOUNTS

A. TRANSFER PRIVILEGE

1. General. While the Contract remains in force and
subject to the Company's transfer rules then in effect, the
Contract Owner may request that part or all of the Account
Value of a particular Variable Sub-Account be transferred to
other Variable Sub-Accounts.

2. Restrictions on Transfer Privilege. The Company
reserves the right to impose a $10 charge on each transfer in
excess of 12 per Contract Year. As of the date of this
memorandum, however, there are no charges on transfers.
Although currently there is no minimum amount that may be
transferred, the Company reserves the right to impose such a
minimum amount, which will be shown on the Contract Data page.
Currently, transfers may be made by written request or by
calling a toll free telephone number. The Company may in the
future eliminate or add methods of transferring Account Value.

Transfers by telephone may be made by the Contract Owner's
agent of record or attorney-in-fact pursuant to a power of
attorney. Telephone transfers may not be permitted in some
states. The policy of the Company and its agents and
affiliates is that they will not be responsible for losses
resulting from acting upon telephone requests reasonably
believed to be genuine. The Company will employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine; otherwise, the Company may be liable
for any losses due to unauthorized or fraudulent instructions.
The procedures the Company follows for transactions initiated
by telephone include requirements that callers on behalf of a
Contract Owner identify themselves and the Contract Owner by
name and social security number or other identifying
information. All transfer instructions by telephone

<PAGE> 7

are tape recorded.

On the Valuation Date the Company receives a transfer request,
the number of Accumulation Units credited to the Variable Sub-
Account from which the transfer is made will be reduced by the
number obtained by dividing the amount transferred by the
Accumulation Unit Value of the Sub-Account from which the
transfer is made. The number of Accumulation Units credited
to the Sub-Account to which the transfer is made will be
increased by the number obtained by dividing the amount
transferred by the Accumulation Unit Value of that
Sub-Account.

B. DOLLAR COST AVERAGING PLAN

While the Contract is in force, transfers may be made
automatically through Dollar Cost Averaging. Under Dollar Cost
Averaging, the Owner may transfer a specified amount every month (or
some other frequency as may be determined by the Company) from the
Money Market Sub-Account to any other Variable Sub-Account.

C. AUTOMATIC PORTFOLIO REBALANCING

While the Contract is in force, transfers may be made
automatically through Automatic Portfolio Rebalancing. Automatic
Portfolio Rebalancing rebalances the Account Value in the Variable
Sub-Accounts to the allocation currently specified by the Contract
Owner on a quarterly basis. Each quarter, Account Value will be
transferred among Variable Sub-Accounts to achieve the desired
allocation.

The rebalancing will be effected according to the allocation
instructions initially selected, unless subsequently changed. The
Owner may change their Automatic Portfolio Rebalancing allocation at
any time by giving the Company written notice. The new allocation
will be effective with the first rebalancing that occurs after the
Company receives the written request. The Company is not responsible
for rebalancing that occurs prior to receipt of the written request.

III. "REDEMPTION" PROCEDURES: CANCELLATION AND EXCHANGE RIGHTS, DEATH
BENEFITS, CONTRACT LOANS, SURRENDERS, PARTIAL WITHDRAWALS, REDEMPTIONS
FOR CERTAIN CHARGES, CONFINEMENT WAIVER BENEFIT, PAYMENT OPTIONS,
SUSPENSION OF VALUATION, PAYMENTS, AND TRANSFERS, AND MATURITY BENEFIT

A. CANCELLATION AND EXCHANGE RIGHTS

A Contract Owner has a limited right to return his or her
Contract for cancellation. If the Contract Owner returns the Contract
for cancellation, by mail or hand delivery, to

<PAGE> 8

the agent who sold the Contract, within 10 days after delivery of the
Contract to the Contract Owner (or such longer period as may be
required by state law), the Company will return to the Contract Owner
within 7 days thereafter the premiums paid for the Contract adjusted
to reflect any investment gain or loss resulting from allocation to
the Variable Account prior to the date of cancellation, unless state
law requires a different amount to be returned.

In addition, once the Contract is in effect it may be
exchanged during the first 24 months after its issuance for a
permanent life insurance contract on the life of the Insured without
submitting proof of insurability.

B. DEATH BENEFIT

The Contracts provide for the payment of Death Benefit
Proceeds to the named beneficiary when the Insured under the Contract
dies. The Proceeds payable to the beneficiary equal the Death Benefit
less any Indebtedness and less any due and unpaid Monthly Deduction
Amounts occurring during a Grace Period (if applicable). The Death
Benefit equals the greater of (1) the Specified Amount or (2) the
Account Value multiplied by the Death Benefit Ratio. The ratios vary
according to the attained age of the Insured and are specified in the
Contract. Therefore, an increase in Account Value due to favorable
investment experience may increase the Death Benefit above the
Specified Amount; and a decrease in Account Value due to unfavorable
investment experience may decrease the Death Benefit (but not below
the Specified Amount).

All or part of the Proceeds may be paid in cash or applied
under an Income Plan.

C. ACCELERATED DEATH BENEFIT

If the Insured becomes terminally ill, the Contract Owner may
request an accelerated Death Benefit in an amount up to the lesser of
(1) 50% of the Specified Amount on the day the Company receives the
request, and (2) $250,000 for all policies issued by the Company which
cover the Insured. "Terminally ill" means an illness or physical
condition of the Insured that, notwithstanding appropriate medical
care, will result in a life expectancy of 12 months or less. If the
Insured is terminally ill as the result of an illness, the accelerated
Death Benefit is not available unless the illness occurred at least 30
days after the Issue Date. If the Insured is terminally ill as the
result of an accident, the accelerated Death Benefit is available if
the accident occurred after the Issue Date.

We will pay benefits due under the accelerated Death Benefit
provision upon receipt of a written request from the Contract Owner
and due proof that the Insured has been diagnosed as terminally ill.
The Company also reserves the right to require

<PAGE> 9

supporting documentation of the diagnosis and to require (at the
Company's expense) an examination of the Insured by a physician of the
Company's choice to confirm the diagnosis. The amount of the payment
will be the amount requested by the Contract Owner, reduced by the sum
of (1) a 12 month interest discount to reflect the early payment; (2)
an administrative fee (not to exceed $250); and (3) a pro rata amount
of any outstanding Contract loan and accrued loan interest. After the
payment has been made, the Specified Amount, the Account Value and any
outstanding Contract loan will be reduced on a pro rata basis.

Only one request for an accelerated Death Benefit per Insured
is allowed. The accelerated Death Benefit may not be available in all
states.

D. CONTRACT LOANS

While the Contract is in force, a Contract Owner may obtain,
without the consent of the beneficiary (provided the designation of
beneficiary is not irrevocable), one or both of two types of cash loans
from the Company. These types are Preferred Loans (described below) and
non-Preferred Loans. Both types of loans are secured by the Contract.
The maximum amount available for a loan is 90% of the Contract's Cash
Value, less the amount of all Contract loans existing on the date of
the loan (including loan interest to the next Contract Anniversary),
less any due and unpaid Monthly Deduction Amounts, and less any Annual
Maintenance Fee due on or before the next Contract Anniversary.

The loan amount will be transferred pro rata from each
Variable Sub-Account attributable to the Contract (unless the Contract
Owner specifies otherwise) to the Loan Account. The amounts allocated
to the Loan Account will be credited with interest at the loan
crediting rate set forth in the Contract. Loans will bear interest at
rates determined by the Company from time to time, but these rates
will not exceed the maximum rate indicated in the Contract (currently,
8% per year). The amount of the Loan Account that equals the
difference between the Account Value and the total of all premiums
paid under the Contract net of any premiums returned due to partial
withdrawals, as determined on each Contract Anniversary, is considered
a "Preferred Loan." Preferred Loans bear interest at a rate not to
exceed the Preferred Loan rate set forth in the Contract. The
difference between the value of the Loan Account and the Indebtedness
will be transferred on a pro-rata basis from the Variable Sub-Accounts
to the Loan Account on each Contract Anniversary. If the aggregate
outstanding loan(s) and loan interest secured by the Contract exceeds
the Cash Value of the Contract, the Company will give written notice
to the Contract Owner that unless the Company receives an additional
payment within 61 days to reduce the aggregate outstanding loan(s)
secured by the Contract, the Contract may lapse.

<PAGE> 10

All or any part of any loan secured by a Contract may be repaid
while the Contract is still in effect. When loan repayments or
interest payments are made, the repayment will be allocated among the
Variable Sub-Accounts in the same percentage as subsequent payments are
allocated (unless the Contract Owner requests a different allocation),
and an amount equal to the payment will be deducted from the Loan
Account. Any outstanding loan at the end of a Grace Period must be
repaid before the Contract will be reinstated.

E. SURRENDERING THE CONTRACT FOR CASH SURRENDER VALUE

While the Contract is in force, a Contract Owner may elect,
without the consent of the beneficiary (provided the designation of
beneficiary is not irrevocable), to fully surrender the Contract.
Upon surrender, the Contract Owner will receive the Cash Surrender
Value determined as of the day the Company receives the Contract
Owner's written request or the date requested by the Contract Owner,
whichever is later. The Cash Surrender Value equals the Cash Value
less the Annual Maintenance Fee and any Indebtedness. The Company
will pay the Cash Surrender Value of the Contract within seven days of
receipt by the Company of the written request or on the effective
surrender date requested by the Contract Owner, whichever is later.
The Contract will terminate on the date of receipt of the written
request, or the date the Contract Owner requests the surrender to be
effective, whichever is later.

The Contract Owner may elect to apply the surrender proceeds
to an Income Plan.

F. PARTIAL WITHDRAWALS

While the Contract is in force, a Contract Owner may elect, by
written request, to make partial withdrawals of at least $50 from the
Cash Surrender Value. The Cash Surrender Value, after the partial
withdrawal, must at least equal $2,000; otherwise, the request will be
treated as a request for full surrender. The partial withdrawal will
be deducted pro rata from each Variable Sub- Account, unless the
Contract Owner instructs otherwise. The Specified Amount after the
partial withdrawal will be the greater of (1) the Specified Amount
prior to the partial withdrawal reduced proportionately to the
reduction in Account Value; or (2) the minimum Specified Amount
necessary in order to meet the definition of a life insurance contract
under the Internal Revenue Code. Partial withdrawals in excess of the
Free Withdrawal Amount may be subject to a Withdrawal Charge and any
Due and Unpaid Premium Tax Charges.

G. WITHDRAWAL CHARGE

Upon surrender of the Contract and partial withdrawals in
excess of the Free

<PAGE> 11

Withdrawal Amount, a Withdrawal Charge may be assessed. The Free
Withdrawal Amount in any Contract Year is 10% of total premiums paid.
Any Free Withdrawal Amount not taken in a Contract Year may not be
carried forward to increase the Free Withdrawal Amount in any
subsequent year. Withdrawals in excess of the Free Withdrawal Amount
will be subject to a withdrawal charge as set forth in the table
below:

<TABLE>
<CAPTION>
Percentage of Initial
Contract Year Premium Withdrawn
------------- -----------------------
<S> <C>
1 7.75%
2 7.75%
3 7.75%
4 7.25%
5 6.25%
6 5.25%
7 4.25%
8 3.25%
9 2.25%
10 0.00%
</TABLE>

After the ninth Contract Year, no Withdrawal Charges will be
imposed. In addition, no Withdrawal Charge will be imposed on any
withdrawal to the extent that aggregate Withdrawal Charges and the
federal tax portion of the tax expense charge imposed would otherwise
exceed 9% of premiums paid prior to the withdrawal. The Withdrawal
Charge may be waived under certain circumstances if the Insured is
confined to a qualified long-term care facility or hospital.

The Withdrawal Charge is imposed to cover a portion of the
sales expense incurred by the Company in distributing the Contracts.
This expense includes agents' commissions, advertising and the
printing of prospectuses.

During the first nine Contract Years, a charge for due and
unpaid premium tax will be imposed on full or partial withdrawals in
excess of the Free Withdrawal Amount. The amount of this charge is
set forth in Appendix A.

H. REDEMPTIONS FOR MONTHLY DEDUCTION AMOUNT AND ANNUAL
MAINTENANCE FEE
1. Monthly Deduction Amount. On each Monthly Activity
Date including the Contract Date, the Company will deduct from
the Account Value attributable to the Variable Account an
amount ("Monthly Deduction Amount") to cover charges and
expenses incurred in connection with a Contract. Each Monthly
Deduction Amount will be deducted pro rata from each Variable
Sub-Account attributable to the Contract such that the
proportion of Account Value of the

<PAGE> 12

Contract attributable to each Sub-Account remains the same
before and after the deduction. The Monthly Deduction Amount
will vary from month to month. If the Cash Surrender Value is
not sufficient to cover a Monthly Deduction Amount due on any
Monthly Activity Date, the Contract may lapse. A summary of
the monthly deductions and charges which constitute the Monthly
Deduction Amount is set forth in Appendix A.

2. Annual Maintenance Fee. In addition, if the
aggregate premiums paid on a Contract are less than $50,000,
the Company will deduct from Account Value an Annual
Maintenance Fee of $35 on each Contract Anniversary. A
description of the Annual Maintenance Fee is set forth in
Appendix A.

I. CONFINEMENT WAIVER BENEFIT

Under the terms of an amendatory endorsement to the Contract, the
Company will waive any Withdrawal Charges on Partial Withdrawals and
surrenders of the Contract requested while the Insured is confined to
a qualified long-term care facility or hospital for a period of more
than 90 consecutive days beginning 30 days or more after the Issue
Date, or within 90 days after the Insured is discharged from such
confinement. The confinement must have been prescribed by a licensed
medical doctor or a licensed doctor of osteopathy, operating within
the scope of his or her license, and must be medically necessary. The
prescribing doctor may not be the Insured, the Contract Owner, or any
spouse, child, parent, grandchild, grandparent, sibling or in-law of
the Contract Owner. "Medically necessary" means appropriate and
consistent with the diagnosis and which could not have been omitted
without adversely affecting the Insured's condition.

The confinement waiver benefit may not be available in all states.

J. PAYMENT OPTIONS

The surrender proceeds or Death Benefit Proceeds under the
Contracts may be paid in a lump sum or may be applied to one of the
Company's Income Plans. If the amount to be applied to an Income Plan
is less than $3,000 or if it would result in an initial income payment
of less than $20, the Company may require that the frequency of income
payments be decreased such that the income payments are greater than
$20 each, or it may elect to pay the amount in a lump sum. No
surrender or partial withdrawals are permitted after payments under an
Income Plan commence.

We will pay interest on the Proceeds from the date of the
Insured's death to the date payment is made or a payment option is
elected. At such times, the Proceeds are not subject to the
investment experience of the Variable Account.

<PAGE> 13

The Income Plans are fixed annuities payable from the
Company's general account. They do not reflect the investment
experience of the Variable Account. Fixed annuity payments are
determined by multiplying the amount applied to the annuity by a rate
to be determined by the Company that is no less than the rate
specified in the fixed payment annuity tables in the Contract. The
annuity payment will remain level for the duration of the annuity.
The Company may require proof of age and gender of the payee (and
joint payee, if applicable) before payments begin. The Company may
also require proof that such person(s) are living before it makes each
payment.

The following options are available under the Contracts. The
Company may also offer other payment options.

Income Plan 1 - Life Income With Guaranteed Payments. The Company
will make payments for as long as the payee lives. If the payee dies
before the selected number of guaranteed payments have been made, the
Company will continue to pay the remainder of the guaranteed payments.

Income Plan 2 - Joint and Survivor Life Income With Guaranteed
Payments. The Company will make payments for as long as either the
payee or Joint payee, named at the time of Income Plan selection, is
living. If both the payee and the Joint payee die before the selected
number of guaranteed payments have been made, the Company will
continue to pay the remainder of the guaranteed payments.

The Company may also agree to make other arrangements for
income payments.

K. SUSPENSION OF VALUATION, PAYMENTS, AND TRANSFERS

The Company will suspend all procedures requiring valuation of
the Variable Account (including transfers, surrenders and loans) on
any day the New York Stock Exchange is closed or trading is restricted
due to an existing emergency as defined by the Securities and Exchange
Commission, or on any day the Commission has ordered that the right of
surrender of the Contracts be suspended for the protection of Contract
Owners, until such condition has ended.

L. MATURITY BENEFIT

The Contracts have no maturity date.

IV. LAST SURVIVOR CONTRACTS

The Contracts are offered on a single life and "last survivor"
basis. Contracts sold on a last survivor basis operate in a manner
almost identical to the single life version, the

<PAGE> 14

issue, transfer, and redemption procedures with respect to those
described in Sections I, II, and III of this memorandum. The most
important difference is that the last survivor version involves two
Insureds and the Proceeds are paid only on the death of the last
surviving Insured. The other significant differences between the last
survivor and single life versions are listed below, and shall be
deemed to modify inconsistent provisions in Sections I, II, and III of
this memorandum pertaining to issuance, transfer, and redemption
procedures applicable to single life Contracts.

1. The cost of insurance charges under the last survivor
Contracts are determined in a manner that reflects the anticipated
mortality of the two Insureds and the fact that the Death Benefit is
not payable until the death of the second Insured.

2. To qualify for simplified underwriting under a last survivor
Contract, both Insureds must meet the simplified underwriting
standards.

3. For a last survivor Contract to be reinstated, both Insureds
must be alive on the date of reinstatement.

4. The Accelerated Death Benefit provision is only available upon
terminal illness of the last survivor.

5. The Confinement Waiver Benefit is available upon confinement
of either insured.

6. Issue ages of 18-85.

<PAGE> 15

APPENDIX A

MONTHLY DEDUCTION AMOUNT

On each Monthly Activity Date including the Contract Date, the Company
will deduct from the Account Value attributable to the Variable Account an
amount ("Monthly Deduction Amount") to cover certain charges and expenses
incurred in connection with a Contract. Each Monthly Deduction Amount will be
deducted pro rata from each Variable Sub-Account attributable to the Contract
such that the proportion of Account Value of the Contract attributable to each
Sub-Account remains the same before and after the deduction. The Monthly
Deduction Amount will vary from month to month. If the Cash Surrender Value is
not sufficient to cover a Monthly Deduction Amount due on any Monthly Activity
Date, the Contract may lapse. The following is a summary of the monthly
deductions and charges which constitute the Monthly Deduction Amount.

Cost of Insurance Charge: The cost of insurance charge covers the Company's
anticipated mortality costs for standard and substandard risks. Current cost
of insurance rates are lower after the 10th Contract Year. The current cost of
insurance charge will not exceed the guaranteed cost of insurance charge. This
charge is the maximum annual cost of insurance per $1,000 as indicated in the
Contract; multiplied by the difference between the Death Benefit and the
Account Value (both as determined on the Monthly Activity Date); divided by
$1,000; and divided by 12. For standard risks, the guaranteed cost of
insurance rate is based on the 1980 Commissioners Standard Ordinary Mortality
Table, age last birthday. (Unisex rates may be required in some states). A
table of guaranteed cost of insurance charges per $1,000 will be included in
each Contract; however, the Company reserves the right to use rates less than
those shown in the table. Substandard risks will be charged at a higher cost
of insurance rate that will not exceed rates based on a multiple of the 1980
Commissioners Standard Ordinary Mortality Table, age last birthday. The
multiple will be based on the Insured's substandard rating.

The cost of insurance charge rates is applied to the difference
between the Death Benefit determined on the Monthly Activity Date and the
Account Value on that same date prior to assessing the Monthly Deduction
Amount, because the difference is the amount for which the Company is at risk
should the Death Benefit be then payable. The Death Benefit as computed on a
given date is the greater of (1) the Specified Amount on that date, and (2) the
Account Value on that date multiplied by the applicable Death Benefit ratio.

Because the Account Value and, as a result, the amount for which the
Company is at risk under a Contract may vary from month to month, the cost of
insurance charge may also vary on each Monthly Activity Date. However, once a
risk rating class has been assigned to an Insured when the Contract is issued,
that rating class will not change if additional premium payments or partial
withdrawals increase or decrease the Specified Amount.

Tax Expense Charge. The Company will deduct monthly from the Account Value a
tax expense charge equal to an annual rate of 0.40% for the first ten Contract
Years. This charge compensates the Company for premium taxes imposed by
various states and local jurisdictions and for federal taxes related to the
receipt of premiums under the Contract and that results from the application of
Section 848 of the Internal Revenue Code. The charge includes a premium tax
<PAGE> 16

deduction of 0.25% and a federal tax deduction of 0.15%. The 0.25% premium tax
deduction over ten Contract Years approximates the Company's average expenses
for state and local premium taxes (2.5%). Premium taxes vary, ranging from zero
to 3.5%. The premium tax deduction is made whether or not any premium tax
applies. The deduction may be higher or lower than the premium tax imposed.
However, the Company does not expect to make a profit from this deduction. The
0.15% federal tax deduction helps reimburse the Company for approximate expenses
incurred for federal taxes resulting from the application of Section 848 of the
Internal Revenue Code.

Administrative Expense Charge. The Company will deduct monthly from the
Account Value an administrative expense charge equal to an annual rate of
0.25%. This charge compensates the Company for administrative expenses
incurred in the administration of the Variable Account and the Contracts.

ANNUAL MAINTENANCE FEE

If the aggregate premiums paid on a Contract are less than $50,000,
the Company will deduct from the Account Value an Annual Maintenance Fee of $35
on each Contract Anniversary. This fee will help reimburse the Company for
administrative and maintenance costs of the Contracts. The sum of the monthly
administrative charges and the annual maintenance fee is designed not to exceed
the anticipated cost the Company incurs in providing administrative services
under the Contracts.

DUE AND UNPAID PREMIUM TAX CHARGE

During the first nine Contract Years, a charge for due and unpaid
premium tax will be imposed on full or partial withdrawals in excess of the
Free Withdrawal Amount. This charge is shown below, as a percentage of the
Account Value withdrawn:

Percentage of Initial
Year Premium Withdrawn
---- -----------------------
<S> <C>
1 2.25%
2 2.00%
3 1.75%
4 1.50%
5 1.25%
6 1.00%
7 0.75%
8 0.50%
9 0.25%
10 0.00%
</TABLE>

After the ninth Contract Year, no due and unpaid premium tax charge
will be imposed.