NORTHBROOK LIFE VARIABLE LIFE SEPARATE A, S-6EL24, 1997-04-11

NORTHBROOK LIFE VARIABLE LIFE SEPARATE A
S-6EL24, 1997-04-11

Previous: GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A, S-6EL24, 1997-04-11

Next: APPLIED GRAPHICS TECHNOLOGIES INC, S-8, 1997-04-11

<PAGE>

As filed with the Securities and Exchange Commission on April 11, 1997.

Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

___________

NORTHBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A

(Exact Name of Trust)

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

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

Copy to:
STEPHEN E. ROTH, ESQ.
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
1275 PENNSYLVANIA, AVENUE, N.W.
WASHINGTON, D.C. 20004-2404

Securities being offered -- 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>

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

ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS

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 Matters
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 Matters
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

<PAGE>

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 Matters
52. The Variable Account - Fund, Investment Adviser
53. Summary; Federal Tax Matters
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

<PAGE>
NORTHBROOK LIFE INSURANCE COMPANY

MODIFIED SINGLE PREMIUM

VARIABLE LIFE INSURANCE CONTRACTS
3100 SANDERS ROAD
NORTHBROOK, IL 60062

TELEPHONE (800) 654-2397

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

This prospectus describes the "Dean Witter Variable Life," a modified single
premium variable life insurance contract ("Contract") offered by Northbrook Life
Insurance Company (the "Company") for prospective insured persons age 0-90. 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 Matters," page . 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%
PENALTY, WITH CERTAIN EXCEPTIONS.

The minimum initial premium the Company will accept is $10,000. Premiums are
allocated to Northbrook Life Variable Life Separate Account A ("Variable
Account"). The Variable Account invests exclusively in shares of the Dean Witter
Variable Investment Series (the "Fund") a mutual fund managed by Dean Witter
InterCapital Inc., a wholly owned subsidiary of Dean Witter, Discover & Co.

The Fund has thirteen available Portfolios: (1) Money Market (2) Quality Income
Plus (3) High Yield (4) Utilities (5) Income Builder (6) Dividend Growth (7)
Capital Growth (8) Global Dividend Growth (9) European Growth (10) Pacific
Growth (11) Capital Appreciation (12) Equity and (13) Strategist.

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
Portfolios to which premiums have been allocated. The Contract Owner bears the
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 ("Monthly Deduction Amount").

The Contracts provide for an Initial Death Benefit shown on the Contract Data
page. The death benefit ("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 of the Contract may, increase or decrease based on the investment
experience of the Portfolios to which premiums have been allocated. At the death
of the Insured, we 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
FOR THE FUND WHICH CONTAINS A FULL DESCRIPTION OF THE PORTFOLIOS.
THE PROSPECTUS 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 PRODUCTS 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 DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
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.

TABLE OF CONTENTS

Summary..................................................... 3
Special Terms............................................... 6
The Company................................................. 7
The Variable Account........................................ 7
General................................................... 7
Fund...................................................... 7
The Contract................................................ 9
Application for a Contract................................ 9
Premiums.................................................. 9
Allocation of Premiums.................................... 10
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 Fund................................ 11
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................................. 13
Dollar Cost Averaging..................................... 14
Contract Loans............................................ 14
Amount Payable on Surrender of the Contract............... 15
Partial Withdrawals....................................... 15
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 Rights............................................. 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............................... 20
Safekeeping of the Variable Account's Assets................ 20
Federal Tax Matters......................................... 20
Introduction.............................................. 20
Taxation of the Company and the Variable Account.......... 20
Taxation of Contract Benefits............................. 21
Modified Endowment Contracts.............................. 21
Diversification Requirements.............................. 22
Ownership Treatment....................................... 22
Policy Loan Interest...................................... 22
Additional Information About the Company.................... 22
Legal Proceedings........................................... 22
Legal Matters............................................... 23
Registration Statement...................................... 23
Experts..................................................... 23
Financial Information....................................... 23
Financial Statements........................................ F-1

2
<PAGE>
SUMMARY
- -----------------------------------------------------------

NOTE: A GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS APPEARS AT PAGE ,
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 will
increase or decrease based on the investment experience of the investment
Portfolios of the Fund to which premiums have been allocated. Similarly, the
Death Benefit may increase or decrease under some circumstances, but so long as
the Contract remains in effect it will not decrease below the Initial Death
Benefit if no withdrawals are made. The Contracts are credited with units
("Accumulation Units") to calculate cash values. The Contract Owner may transfer
the Account Value among the Variable Account's underlying investment Portfolios.

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 .

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
Prospectus, refer to and include such a certificate and certificate owner,
respectively.

THE VARIABLE ACCOUNT AND THE FUND

The Northbrook Life Variable Life Separate Account A ("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 ("Variable
Sub-Accounts"), each investing in a corresponding Fund Portfolio.

Applicants should read the prospectus for the Fund in connection with the
purchase of a Contract. The investment objectives of the Fund Portfolios are
briefly summarized below under "Fund," page .

The Variable Account invests in shares of the Dean Witter Variable Investment
Series (the "Fund"). The Fund has thirteen available Portfolios: (1) Money
Market (2) Quality Income Plus (3) High Yield (4) Utilities (5) Income Builder
(6) Dividend Growth (7) Capital Growth (8) Global Dividend Growth (9) European
Growth (10) Pacific Growth (11) Capital Appreciation (12) Equity and (13)
Strategist.

The assets of each Portfolio are accounted for separately from the other
Portfolios and each has distinct investment objectives and policies which are
described in the accompanying prospectus for the Fund.

PREMIUMS

The Contract requires the Contract Owner to pay an initial premium of at least
$10,000. Additional premium payments may be made at any time, 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 91; 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 71-90).

THE COMPANY RESERVES THE RIGHT TO OBTAIN SATISFACTORY EVIDENCE OF INSURABILITY
BEFORE ACCEPTING ANY ADDITIONAL PREMIUM PAYMENTS REQUIRING AN INCREASE IN
SPECIFIED AMOUNT. WE ALSO RESERVE THE RIGHT TO REJECT AN ADDITIONAL PREMIUM
PAYMENT FOR ANY REASON.

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. 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 respecting each Variable Sub-Account to which Account Value is allocated.
The Monthly Deduction Amount includes a cost of insurance

3
<PAGE>
charge, tax expense charge and an administrative expense charge. The monthly
cost of insurance charge is to cover the Company's anticipated mortality costs.
In addition, 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% and a federal tax deduction of 0.15%. 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 Variable Account a
daily charge equal to an annual rate of 0.90% 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 , and "Contract Benefits and Rights--Lapse
and Reinstatement," page .

An Annual Maintenance Fee of $30 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 help reimburse the Company
for administrative and maintenance costs of the Contracts. See "Deductions and
Charges--Other Deductions--Annual Maintenance Fee," page .

Applicants should review the prospectus for the Fund which accompanies this
prospectus for a description of the charges and expenses borne by the Fund in
connection with its operations.

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

<TABLE>
<CAPTION>
PERCENTAGE OF
INITIAL PREMIUM
CONTRACT YEAR 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 . See
"Deductions and Charges," page and "Withdrawal Charge," page .

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 .

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

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 .

ACCOUNT VALUE

The Account Value of the Contract will increase or decrease to reflect (1) the
investment experience of the Fund Portfolios underlying the Variable Sub-Account
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 Fund Portfolios. See "Contract Benefits and
Rights--Account Value," page .

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 .

LAPSE

Under certain circumstances a Contract may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than

4
<PAGE>
the required Monthly Deduction Amount. The Company will give written notice to
the Contract Owner and a 61 day grace period during which additional amounts may
be paid to continue the Contract. See "Contract Benefits and Rights--Contract
Loans," page and "Lapse and Reinstatement," page .

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 the Account Executive 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), 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 return of premium
without such adjustments. In those states where the Company is required to
return the premiums paid upon a free-look of the Contract and where it 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.

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. See "Contract Benefits
and Rights--Cancellation and Exchange Rights," page .

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
Matters," page .

5
<PAGE>
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
15% of total premiums paid.

INITIAL DEATH BENEFIT:--The Initial Death Benefit under a Contract is shown
on the Contract Data page.

FUND:--The registered management investment company in which assets of the
Variable Account may be invested.

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 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, a tax expense charge and an 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 such days.

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

VARIABLE ACCOUNT:--Northbrook Life 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
Portfolios of the Fund.

6
<PAGE>
THE COMPANY
- -----------------------------------------------------------

The Company is the issuer of the Contract. Incorporated in 1978 as a stock life
insurance company under the laws of the State of Illinois. The Company is
licensed to operate in the District of Columbia, all states (except New York)
and Puerto Rico. The Company's home office is located at 3100 Sanders Road,
Northbrook, Illinois 60062.

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

THE VARIABLE ACCOUNT
- -----------------------------------------------------------

GENERAL

Northbrook Life Variable Life Separate Account A ("Variable Account") is a
separate account of the Company established on January 15, 1996 pursuant to the
insurance laws of the State of Illinois. The Variable Account is organized as a
unit investment trust and registered as such with the Securities and Exchange
Commission under the Investment Company Act of 1940. The Variable Account meets
the definition of "separate account" under federal securities law. 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.

FUND

The Variable Account will invest in shares of the Dean Witter Variable
Investment Series (the "Fund"). The Fund is registered with the Securities and
Exchange Commission as an open-end, series, management investment company.
Registration of the Fund does not involve supervision of its management,
investment practices or policies by the Securities and Exchange Commission. The
Fund Portfolios are designed to provide investment vehicles for variable
insurance contracts of various insurance companies, in addition to the Variable
Account. The Fund Portfolios available for investment by the Variable Account
are listed below:

THE MONEY MARKET PORTFOLIO seeks high current income, preservation of capital,
and liquidity by investing in certain money market instruments, principally U.S.
government securities, bank obligations, and high grade commercial paper.

THE QUALITY INCOME PLUS PORTFOLIO seeks, as its primary objective, to earn a
high level of current income and, as a secondary objective, capital
appreciation, but only when consistent with its primary objective, by investing
primarily in debt securities issued by the U.S. Government, its agencies and
instrumentalities, including zero coupon securities and in fixed-income
securities rated A or higher by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Corporation ("Standard & Poor's") or non-rated securities of
comparable quality, and by writing covered call and put options against such
securities.

THE HIGH YIELD PORTFOLIO seeks, as its primary objective, to earn a high level
of current income by investing in a professionally managed diversified portfolio
consisting principally of fixed-income securities rated Baa or lower by Moody's
or BBB or lower by Standard & Poor's or non-rated securities of comparable
quality, which are commonly known as junk bonds, and, as a secondary objective,
capital appreciation when consistent with its primary objective. The risks of
investing in junk bonds are discussed in the accompanying prospectus for the
Fund, which should be read carefully before investing.

THE UTILITIES PORTFOLIO seeks to provide current income and long-term growth of
income and capital by investing primarily in equity and fixed-income securities
of companies engaged in the public utilities industry.

THE INCOME BUILDER PORTFOLIO seeks, as its primary objective, reasonable income
by investing primarily in common stock of large-cap companies which have a
record of paying dividends and the potential for maintaining dividends, in
preferred stock and in securities convertible into common stocks of small and
mid-cap companies and, as its secondary objective, growth of capital.

THE DIVIDEND GROWTH PORTFOLIO seeks to provide reasonable current income and
long-term growth of income and capital by investing primarily in common stock of
companies with a record of paying dividends and the potential for increasing
dividends.

THE CAPITAL GROWTH PORTFOLIO seeks to provide long-term capital growth by
investing principally in common stocks.

7
<PAGE>
THE GLOBAL DIVIDEND GROWTH PORTFOLIO seeks to provide reasonable current income
and long-term growth of income and capital by investing primarily in common
stock of companies, issued by issuers worldwide, with a record of paying
dividends and the potential for increasing dividends.

THE EUROPEAN GROWTH PORTFOLIO seeks to maximize the capital appreciation on its
investments by investing primarily in securities issued by issuers located in
Europe.

THE PACIFIC GROWTH PORTFOLIO seeks to maximize the capital appreciation of its
investments by investing primarily in securities issued by issuers located in
Asia, Australia and New Zealand.

THE CAPITAL APPRECIATION PORTFOLIO seeks long-term capital appreciation by
investing primarily in common stocks of U.S. companies that offer the potential
for either superior earnings growth and/or appear to be undervalued.

THE EQUITY PORTFOLIO seeks, as its primary objective, growth of capital through
investments in common stock of companies believed by the Investment Manager to
have potential for superior growth and, as a secondary objective, income when
consistent with its primary objective.

THE STRATEGIST PORTFOLIO seeks a high total investment return through a fully
managed investment policy utilizing equity securities, fixed-income securities
rated Baa or higher by Moody's or BBB or higher by Standard & Poor's (or
non-rated securities of comparable quality), and money market securities, and
the writing of covered options on such securities and the collateralized sale of
stock index options.

Dean Witter InterCapital Inc. ("InterCapital"), Two World Trade Center, New
York, New York 10048, is the Fund's Investment Manager. InterCapital is a
wholly-owned subsidiary of Dean Witter, Discover & Co. Morgan Grenfell
Investment Services Limited, 20 Finsbury Circus, London, England, is the
Sub-Advisor of the European Growth Portfolio of the Fund.

Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank and the shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other agency.

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

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

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

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

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

It is conceivable 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 currently
foresees any such disadvantages either to variable life insurance or variable
annuity contract owners, the Fund's Board of Directors intends to 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 will bear the attendant expenses.

All investment income of and other distributions to each Variable Sub-Account
arising from the corresponding Portfolio are reinvested in shares of that
Portfolio 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
income, gains or losses from any other Variable Sub-Account or from any other
business of the Company. The Company will purchase shares in the Fund in
connection with premiums allocated to the corresponding Variable Sub-Account in
accordance with Contract Owners' directions and will redeem shares in the Fund
to meet Contract obligations or make adjustments in reserves, if any. The Fund
is required to redeem Fund shares at net asset value and to make payment 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 the Fund should no
longer be available for investment, or if, in the judgment of the Company's
management, further investment in shares of the 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 Securities and
Exchange Commission to the extent required by the Investment Company Act of 1940
("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. 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 it is the depositor or to operate the Variable
Account as a management company under the 1940 Act.

8
<PAGE>
The Fund is subject to certain investment restrictions and policies which may
not be changed without the approval of a majority of the shareholders of the
Fund. See the accompanying prospectus for the Fund for further information.

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 age 0-90 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 you. No change in the terms or conditions of a
Contract will be made without the consent of the Contract Owner.

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 it 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 ($1,000,000 as of the date of this Prospectus), the initial payment will
not be accepted with the application. In other cases where we receive 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
MAXIMUM
INITIAL
ISSUE AGE 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;

- the attained age of the Insured must be less than age 91; 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 71-90).

THE COMPANY RESERVES THE RIGHT TO OBTAIN SATISFACTORY EVIDENCE OF INSURABILITY
UPON ANY ADDITIONAL PREMIUM PAYMENTS REQUIRING AN INCREASE IN SPECIFIED AMOUNT.
WE ALSO RESERVE THE RIGHT TO REJECT ANY ADDITIONAL PREMIUM PAYMENT FOR ANY
REASON.

Additional premium payments may require an increase in Specified Amount in order
for the Contract to remain within the definition of a life insurance contract
under Section 7702 of the Code.

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.

9
<PAGE>
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 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 Money Market Sub-Account since its receipt) to the
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.

ACCUMULATION UNIT VALUES

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 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 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 ended), 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. Applicants should refer to the prospectus for the Fund which accompanies
this prospectus for a description of how the assets of the Fund are valued since
such determination has a direct bearing on the Accumulation Unit Value of the
corresponding Sub-Account and therefore the Account Value of a Contract. See
"Contract Benefits and Rights--Account Value," page .

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 Sub-Accounts to which Account Value is allocated is
poorer 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 Sub-Account investment performance and
the amount of a Contract loan, the loan may cause a Contract to lapse. Because
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 Matters," Page .)

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 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. See "Contract Benefits and Rights-- Lapse and Reinstatement," page
17. 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

10
<PAGE>
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 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, and (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 .)

EXAMPLE:

<TABLE>
<S> <C>
Specified Amount = $100,000
Account Value on the Monthly Activity = $30,000
Date
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 that 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 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 Code. The charge includes a premium tax 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
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. 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 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.

All monthly deductions are taken by canceling Accumulation Units of the Variable
Account under your 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% 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: The Company will deduct from the Account Value an
Annual Maintenance Fee of $30 on each Contract Anniversary. This fee will help
reimburse the Company for administrative and maintenance costs of the Contracts.

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>
CHARGES AGAINST THE FUND: The Variable Account purchases shares of the Fund
at net asset value. The net asset value of the Fund shares reflects investment
advisory fees and administrative expenses already deducted from the assets of
the Fund. Fund investment management fees are a percentage of the average daily
value of the net assets of the Portfolios:

FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
PORTFOLIO FEES EXPENSES EXPENSES
- ---------------------------------------- ---------- -------- --------------
<S> <C> <C> <C>
Money Market............................ .50 % .03% .53%
Quality Income Plus..................... .50 %(1) .04% .54%
High Yield.............................. .50 % .04% .54%
Utilities............................... .65 %(2) .03% .68%
Income Builder(5)....................... .75 % .07% .82%
Dividend Growth......................... .59 %(3) .02% .61%
Capital Growth.......................... .65 % .09% .74%
Global Dividend Growth.................. .75 % .13% .88%
European Growth......................... 1.00 % .17% 1.17%
Pacific Growth.......................... 1.00 % .44% 1.44%
Capital Appreciation(5)................. .75 % .07% .82%
Equity.................................. .50 %(4) .04% .54%
Strategist.............................. .50 % .02% .52%
</TABLE>

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

(1) This percentage is applicable to Portfolio net assets of up to $500
million. For net assets which exceed $500 million, the management fee will
be 0.45%.

(2) This percentage is applicable to Portfolio net assets of up to $500
million. For net assets which exceed $500 million, the management fee will
be 0.55%.

(3) The management fee will be 0.625% for net assets of up to $500 million. For
net assets which exceed $500 million, but do not exceed $1 billion, the
management fee will be 0.50% and for net assets that exceed $1 billion, the
management fee will be 0.475%.
(4) This percentage is applicable to Portfolio net assets of up to $1 billion.
For net assets which exceed $1 billion, the management fee will be 0.475%.

(5) The Income Builder Portfolio and the Capital Appreciation Portfolio
commenced operations on January 21, 1997. Dean Witter InterCapital Inc. has
undertaken to assume all expenses for both the Income Builder Portfolio and
the Capital Appreciation Portfolio until such time as the pertinent
Portfolio has $50 million of net assets or until six months from the date of
the Portfolio's commencement of operations, whichever occurs first.

WITHDRAWAL CHARGE: Upon surrender of the Contract and partial withdrawals
in excess of the Free Withdrawal Amount, a Withdrawal Charge may be assessed.
The Free Withdrawal Amount in any Contract Year is 15% 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:

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 .

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 percent of the Account Value withdrawn:

<TABLE>
<CAPTION>
PERCENTAGE OF
INITIAL PREMIUM
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>
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.
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).

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 .

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, 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 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 less the
Monthly Deduction Amount for the first month. Thereafter, the Account Value will
vary to reflect the investment experience of the Fund, 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 Fund to which premiums 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 Sub-Account and
then summing the result for all the Sub-Accounts credited to the Contract and
the value of the Loan Account. See "The Contract--Accumulation Unit Values,"
page .

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

13
<PAGE>
Variable Sub-Account be transferred to other Variable Sub-Accounts. The Company
reserves the right to impose a $25 charge on each such transfer in excess of 12
per Contract Year. However, 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 $100) or the total amount in the Variable Sub-Account whichever
is less.

Telephone transfer requests will be accepted by the Company if received at
1(800)654-2397 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 Account Executive 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.
Otherwise, transfer requests must be in writing, on a form provided by the
Company.

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 Sub-Account from which the transfer is made on the Valuation Date
the Company receives the transfer request. 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 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 minimum amount that can be transferred is shown on the Contract
Data page (currently $100) or the total amount in the Variable Sub-Account
whichever is less. The theory of Dollar Cost Averaging is that, if purchases of
equal dollar amounts are made at fluctuating prices, the aggregate average cost
per unit will be less than the average of the unit prices on the same purchase
dates. However, participation in 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.

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, but which
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.

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. See "Contract
Benefits and Rights-- Lapse and Reinstatement," page .

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

14
<PAGE>
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 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. For a discussion of the tax consequences of surrendering the Contract,
see "Federal Tax Matters," page .

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

PARTIAL WITHDRAWALS

While the Contract is in force, a Contract Owner may elect by written request to
make partial withdrawals from the Cash Surrender Value of at least $100, or the
total amount in the Variable Sub-Account, whichever is less. 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:

- 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
Matters," page .

MATURITY

The Contract has 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 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. See "Contract
Benefits and Rights--Death Benefit," page .

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.

15
<PAGE>
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 Account Executive 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 Fund 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 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. The Company
reserves the right to discontinue the offering of the confinement waiver benefit
amendatory endorsement upon the purchase of a new contract.

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.

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 18-90.

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. The 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.

16
<PAGE>
OTHER MATTERS
- -----------------------------------------------------------

VOTING RIGHTS

In accordance with its view of presently applicable law, the Company will vote
the shares of the Fund at regular and special meetings of the shareholders of
the Fund 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 Portfolio held in a Variable 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 Portfolio. 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 Investment
Company Act of 1940 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 Fund in
its own right, it may elect to do so.

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

In addition, the Company itself may disregard voting instructions in favor of
changes initiated by Contract Owners in the investment objectives or the
investment adviser of the Fund 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 premium paid, and Monthly Deduction
Amounts under the Contract since the last statement, and any other information
required by any 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 in 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

17
<PAGE>
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.

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.

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
- -----------------------------------------------------------

The directors and executive officers of the Company 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, 51, 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; 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 (1992-Present), Chairman of
the Board of Directors and Chief Executive Officer (1995-Present) of
Glenbrook Life and Annuity 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; Chairman of the Board of Directors and Chief Executive
Officer (1995-Present) Surety Life Insurance Company; and Trustee
(1991-Present) and Vice President (1995-Present) The Allstate Foundation.

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

18
<PAGE>
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 (1992-Present) President and Chief Operating Officer
(1996-Present), and was Vice President (1995-1996), Glenbrook Life and
Annuity 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; and
Director (1995-Present) and Vice Chairman of the Board (1996-Present) Surety
Life Insurance Company.

MICHAEL J. VELOTTA, 50, 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 General Counsel (1993-Present) Glenbrook Life
Insurance Company; Director (1992-Present) Vice President, Secretary and
General Counsel (1993-Present) Glenbrook Life and Annuity Company; Director
and Secretary (1995-Present) Laughlin Group Holdings, Inc.; Director (1992-
Present) and Assistant Secretary (1995-Present) Lincoln Benefit Life
Company; and Director and Assistant Secretary (1995-Present) Surety Life
Insurance Company.

JOHN R. HUNTER, 41, 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 (1996-Present) and Senior Vice President -Product
Management (1995-Present) Glenbrook Life and Annuity Company.

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 (1995-1996) Allstate Settlement Corporation;
Director (1991-1996), President and Chief Operating Officer (1995-1996) and
Vice President (1990-1995) and (1996-Present) Glenbrook Life Insurance
Company; Director (1992-1996), President and Chief Operating Officer
(1995-1996) and Vice President (1992-1995) and (1996-Present) Glenbrook Life
and Annuity Company; and Director and Vice Chairman of the Board (1995-1996)
Laughlin Group Holdings, Inc.

KAREN C. GARDNER, 43, Vice President (1996)*

Vice President (1996 - Present) Allstate Insurance Company; Vice President
(1996 - Present) Allstate Life Insurance Company; Vice President (1996 -
Present) Allstate Life Insurance Company of New York; Vice President (1996 -
Present) Glenbrook Life Insurance Company; Vice President (1996 - Present)
Laughlin Group Holdings, Inc.; Assistant Vice President (1996 - Present)
Lincoln Benefit Life Company; Vice President (1996 - Present) Northbrook
Life Insurance Company; Assistant Vice President (1996 - Present) Surety
Life Insurance Company. Prior to 1996 she was a Partner (1975-1996) Ernst &
Young LLP.

KEVIN R. SLAWIN, (39), Director and 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; Vice President (1996-Present) and Assistant Treasurer
(1995-1996) Glenbrook Life and Annuity Company; Director (1996-Present) and
Assistant Treasurer (1995-1996) Laughlin Group Holdings, Inc.; Director
(1996-Present) Lincoln Benefit Life Company; Director (1996- Present) Surety
Life Insurance Company; Assistant Treasurer and Director (1994-1995) Sears
Roebuck and Company; and Treasurer and First Vice President (1986-1994)
Sears Mortgage Corporation.

CASEY J. SYLLA, 53, Chief Investment Officer and Director (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; Chief Investment Officer (1995 - Present) Glenbrook
Life and Annuity 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

19
<PAGE>
Life Insurance Company of New York; Treasurer (1995 - Present) Glenbrook
Life Insurance Company; Treasurer (1995 - Present) Glenbrook Life and
Annuity Company; and Treasurer (1995 - Present) Laughlin Group Holdings,
Inc. From 1995 to 1993 he was Vice President of Allstate Life Insurance
Company. Prior to 1993 he held various management positions.
- ------------------------
*Date elected to current office

DISTRIBUTION OF THE CONTRACTS
- -----------------------------------------------------------

The Contracts will be distributed exclusively by Dean Witter which serves as the
principal underwriter of the Contracts under a general agency agreement with the
Company.

Dean Witter is a wholly owned subsidiary of Dean Witter, Discover & Co. ("Dean
Witter Discover"). Dean Witter is located at Two World Trade Center, New York,
New York. Dean Witter is a member of the New York Stock Exchange and the
National Association of Securities Dealers.

The Company may pay up to a maximum sales commission of 6.25%. Dean Witter will
pay annually to its Account Executives from its profits, an amount equal to .10%
of the net assets of the Variable Account attributable to the Contracts. In
addition, sale of the Contract may count toward incentive program awards for the
Account Executive.

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 Fund.

FEDERAL TAX MATTERS
- -----------------------------------------------------------

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.

20
<PAGE>
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.

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
12; (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

21
<PAGE>
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 Funds or their investments, the Company
expects the Funds 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 deductable.

ADDITIONAL INFORMATION ABOUT THE COMPANY
- -----------------------------------------------------------

The Company also acts as the sponsor for two other of its separate accounts that
are registered investment companies: Northbrook Variable Annuity Account and
Northbrook Variable Annuity Account II. 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

22
<PAGE>
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
- -----------------------------------------------------------

Sutherland, Asbill & Brennan, L.L.P., 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 Fund, the Company, and the
Contracts.

EXPERTS
- -----------------------------------------------------------

The financial statements and financial statement schedule of the Company
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.

(Hypothetical Contract Illustrations to be supplied by pre-effective amendment.)

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.

(FINANCIAL STATEMENTS TO BE SUPPLIED BY PRE-EFFECTIVE AMENDMENT)

23
<PAGE>

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

Northbrook Life Insurance Company (the "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 the Company.

REPRESENTATION PURSUANT TO RULE 6e-3(T)

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

RULE 484 UNDERTAKING

The By-Laws of Northbrook Life Insurance Company ("Depositor") which are
incorporated herein by reference as Exhibit 1 (A)(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>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:
The Facing Sheet.
The Cross Reference Sheet pursuant to Rule 481.
The Prospectus consisting of 56 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. Sutherland, Asbill & Brennan, L.L.P.
(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) Resolution of the Board of Directors of Northbrook Life Insurance
Company authorizing establishment of the Variable Life Separate
Account A.*
(2) Not Applicable.
(3) (a) Principal Underwriting Agreement.**
(b) Form of General Agency Agreement.**
(c) See Exhibit 1(3)(b).
(4) Not Applicable.
(5) Specimen Contract.*
(6) (a) Certificate of Incorporation of Northbrook Life Insurance
Company.***
(b) By-laws of Northbrook Life Insurance Company.***
(7) Not Applicable.
(8) Participation Agreement.**
(9) Not Applicable.
(10) Form of Application for Contract.**
2. Opinion of General 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. Sutherland, Asbill & Brennan, L.L.P.**
(2) Deloitte & Touche LLP**
9. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(3)(iii)**
10. Actuarial Opinion and Consent*

* Filed herewith.
** Exhibit to be filed by Pre-effective Amendment.
*** Previously filed in Form N-4 Registration Statement No. 33-35412 dated
December 31, 1996, and incorporated by reference.
**** Previously filed in Depositor's Form 10-K on March 31, 1997.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Northbrook Life 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 5th day of March, 1997.

NORTHBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
(Registrant)
NORTHBROOK LIFE INSURANCE 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
Northbrook Life Insurance Company on the 5th day of March, 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

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

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

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

*/KAREN C. GARDNER Vice President
- -----------------------
Karen C. Gardner

*/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 filed herewith.

<PAGE>

Exhibit 1.(1)
Resolution of Board of Directors
<PAGE>

WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
NORTHBROOK LIFE INSURANCE COMPANY

JANUARY 15, 1996

Pursuant to Section 10 of the Illinois Insurance Code and Article I, Section 9
of the By-Laws of Northbrook Life Insurance Company, the undersigned Directors
of this Illinois Corporation hereby consent to the following action being taken
by and on behalf of Northbrook Life Insurance Company herein, ("the
Corporation"):

VARIABLE LIFE SEPARATE ACCOUNT A

RESOLVED, That the Corporation, pursuant to the provisions of Section 245.21 of
the Illinois Insurance Code, hereby establishes a separate account designated
Northbrook Life Variable Life Separate Account A, (hereafter "Separate Account
A") for the following use and purposes, and subject to such conditions as
hereinafter set forth.

FURTHER RESOLVED, That Separate Account A shall be established for the purpose
of providing for the issuance by the Corporation of such variable life or such
other contracts ("Contracts") as the Chief Executive Officer or his designated
representative may designate for such purpose and shall constitute a separate
account into which are allocated amounts paid to or held by the Corporation
under such Contracts.

FURTHER RESOLVED, That the income, gains and losses, whether or not realized,
from assets allocated to Separate Account A shall, in accordance with Contracts,
be credited to or charged against such account without regard to other income,
gains, or losses of the Corporation.

FURTHER RESOLVED, That the fundamental investment policy of Separate Account A
shall be to invest or reinvest the assets of Separate Account A in securities
issued by investment companies registered under the Investment Company Act of
1940, as amended, as the Investment Company may designate pursuant to the
provisions of the Contracts.

FURTHER RESOLVED, That multiple investment divisions be, and hereby are,
established within Separate Account A to which net payments under the Contracts
will be allocated in accordance with instructions received from contractholders,
and that the Chief Executive Officer or his designated representative be, and
hereby is, authorized to increase or decrease the number of investment divisions
in Separate Account A as deemed necessary or appropriate.

FURTHER RESOLVED, That each such investment division shall invest only in the
shares of a single mutual fund or a single mutual fund portfolio of an
investment Corporation organized as a series fund pursuant to the Investment
Company Act of 1940.

FURTHER RESOLVED, That the Chief Executive Officer, President and Treasurer be,
and they hereby are, authorized to deposit such amount in Separate Account A or
in each investment division thereof as may be necessary or appropriate to
facilitate the commencement of the Separate Account A's operations.

FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or his
designated representative be, and hereby is, authorized to change the
designation of Separate Account A to such other designation as the Chief
Executive Officer may deem necessary or appropriate.
<PAGE>

FURTHER RESOLVED, That the appropriate officers of the Corporation, with such
assistance from the Corporation's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) register Separate Account A
as a unit investment trust under the Investment Company Act of 1940, as amended;
(b) register the Contracts in such amounts, which may be an indefinite amount,
as the officers of the Corporation shall from time to time deem appropriate
under the Securities Act of 1933; and (c) take all other actions which are
necessary in connection with the offering of said Contracts for sale and the
operation of Separate Account A in order to comply with Investment Company Act
of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933, and
other applicable federal laws, including the filing of any amendments to
registration statements, any undertakings, and any applications for exemptions
from the Investment Company Act of 1940 or other applicable federal laws as the
officers of the Corporation shall deem necessary or appropriate.

FURTHER RESOLVED, That the appropriate officers of the Corporation be, and they
hereby are, authorized on behalf of Separate Account A and on behalf of the
Corporation to take any and all action that they may deem necessary or advisable
in order to sell the Contracts, including any registrations, filings and
qualifications of the Corporation, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection therewith, to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which said officers or counsel of the Corporation may
deem necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations or
qualifications for as long as said officers or counsel deem them to be in the
best interests of Separate Account A and the Corporation.

FURTHER RESOLVED, That the General Counsel for the Corporation be, and hereby
is, authorized in the names and on behalf of Separate Account A and the
Corporation to execute and file irrevocable written consents on the part of
Separate Account A and of the Corporation to be used in such states wherein such
consents to service of process may be requisite under the insurance or
securities laws therein in connection with said registration or qualification of
Contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of Separate Account A
and of the Corporation for the purpose of receiving and accepting process.

FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or his
designated representative be, and hereby is, authorized to establish criteria by
which the Corporation shall institute procedures to provide for a pass-through
of voting rights to the owners of such Contracts as required by the applicable
laws with respect to securities owned by Separate Account A.

FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or his
designated representative is hereby authorized to execute such agreement or
agreements on such terms and subject to such modifications as deemed necessary
or appropriate (i) with a qualified entity that will be appointed principal
underwriter and distributor for the Contracts and (ii) with one or more
qualified banks or other qualified entities to provide administrative and/or
custodial services in connection with the establishment and maintenance of
Separate Account A and the design, issuance, and administration of the
Contracts.

FURTHER RESOLVED, That since it is expected that Separate Account A will invest
in the securities issued by one or more investment companies, the appropriate
officers of the Corporation are hereby authorized to execute whatever agreement
or agreements as may be necessary or appropriate to enable such investments to
be made.

FURTHER RESOLVED, That the appropriate officers of the Corporation, and each of
them, are hereby authorized to execute and deliver all such documents and papers
and to do or cause to be done all such acts and things as they may deem
necessary or desirable to carry out the foregoing resolutions and the intent and
purposes thereof.

<PAGE>

Exhibit 1.(5)
Specimen Contract
<PAGE>

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE CONTRACT

NORTHBROOK LIFE INSURANCE COMPANY, A Stock Company, Home Office:
Allstate Plaza, Northbrook, Illinois 60062
(800) 654 - 2397

This Contract is issued in consideration of your application and the receipt of
your initial premium. Northbrook Life Insurance Company will pay the benefits
of this Contract, subject to its terms and conditions.

Throughout this Contract, "you" and "your" refer to the Contract's owner(s), who
may be someone other than the Insured. "We", "us" and "our" refer to Northbrook
Life Insurance Company.

This modified single premium variable life insurance contract provides a death
benefit payable to the beneficiary if the Insured dies while this Contract is In
Force.

The death benefit and cash value provided by this Contract are based on the
investment experience of the Variable Account, and vary to reflect the
performance of the Variable Account and other flexible factors.

This Contract does not pay dividends.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Contract owner(s) and Northbrook Life
Insurance Company.

Return Privilege

If you are not satisfied with this Contract for any reason, you may return it to
us or our agent within 30 days after you receive it. We will refund any
premiums allocated to the Variable Account, adjusted to reflect investment gain
or loss from the date of allocation to the date of cancellation.

/s/ Michael J. Velotta /s/ Louis G. Lower, II

Michael J. Velotta Louis G. Lower, II
Secretary Chief Executive Officer

Modified Single Premium Variable Life Insurance Contract
Proceeds Payable at Death
Non-Participating

Page 1
<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

CONTRACT DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

TABLE OF GUARANTEED VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . 6

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

CONTRACT VALUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

LOAN VALUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

WITHDRAWAL BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

PAYMENT OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

INCOME PAYMENT TABLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
<PAGE>

- --------------------------------------------------------------------------------
CONTRACT DATA
- --------------------------------------------------------------------------------
OWNER: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .John Doe
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Jane Doe

INSURED: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .John Doe
AGE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
SEX: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Male
RATING CLASSIFICATION: . . . . . . . . . . . . . . . . . . . . . . .Standard

CONTRACT NUMBER: . . . . . . . . . . . . . . . . . . . . . . . . . . .0123456789

CONTRACT DATE: . . . . . . . . . . . . . . . . . . . . . . . . . .August 1, 1996

INITIAL DEATH BENEFIT: . . . . . . . . . . . . . . . . . . . . . . . . .$120,438

INITIAL PREMIUM: . . . . . . . . . . . . . . . . . . . . . . . . . . .$30,000.00

LOAN CREDITED RATE:. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.00%

PREFERRED LOAN INTEREST RATE:. . . . . . . . . . . . . . . . . . . . . . . 6.00%

MAXIMUM LOAN INTEREST RATE:. . . . . . . . . . . . . . . . . . . . . . . . 8.00%

FREE WITHDRAWAL PERCENTAGE:. . . . . . . . . . . . . . . . . . . . . . . . . 15%

MINIMUM WITHDRAWAL AMOUNT: . . . . . . . . . . . . . . . . . . . . . . . $500.00

MINIMUM TRANSFER AMOUNT: . . . . . . . . . . . . . . . . . . . . . . . . $100.00

VARIABLE ACCOUNT:. . . . . . . .Northbrook Life Variable Life Separate Account A

ALLOCATION OF INITIAL PREMIUM:
ALLOCATED
VARIABLE SUB-ACCOUNTS AMOUNT (%)

Money Market 10%
Quality Income Plus 10%
High Yield 10%
Utilities 10%
Dividend Growth 10%
Capital Growth 10%
Global Dividend Growth 10%
European Growth 10%
Pacific Growth 10%
Equity 5%
Strategist 5%

Page 3
<PAGE>

ANNUAL MAINTENANCE FEE (*):. . . . . . . . . . . . . . . . . . . . . . . .$30.00

FEDERAL TAX ANNUAL RATE (YEARS 1-10):. . . . . . . . . . . . . . . . . . . 0.15%

PREMIUM TAX ANNUAL RATE (YEARS 1-10):. . . . . . . . . . . . . . . . . . . 0.25%

ADMINISTRATIVE EXPENSE ANNUAL RATE:. . . . . . . . . . . . . . . . . . . . 0.25%

MORTALITY AND EXPENSE RISK ANNUAL RATE:. . . . . . . . . . . . . . . . . . 0.90%

(*) Waived if total premiums paid are in excess of $40,000.

WITHDRAWAL CHARGE AS A PERCENTAGE OF INITIAL PREMIUM

CONTRACT PERCENTAGE OF INITIAL
YEAR PREMIUM WITHDRAWN
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%

DUE AND UNPAID PREMIUM TAX CHARGE UPON WITHDRAWAL
AS A PERCENTAGE OF INITIAL PREMIUM

CONTRACT PERCENTAGE OF INITIAL
YEAR PREMIUM WITHDRAWN
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%

RELATIONSHIP
BENEFICIARY TO INSURED PERCENTAGE
- ----------- ---------- ----------

Jane Doe Spouse 100%

RELATIONSHIP
CONTINGENT BENEFICIARY TO INSURED PERCENTAGE
- ---------------------- ---------- ----------

John Doe, Jr. Son 100%

Page 4
<PAGE>

DEFINITIONS

When we use the following words, this is what we mean:

ACCOUNT VALUE The sum of the Accumulated Values of the Variable Sub-accounts
and the Loan Account.

AGE The Insured's age at the Insured's last birthday.

CASH SURRENDER VALUE The Cash Value less all Indebtedness, less the Annual
Maintenance Fee, if applicable.

CASH VALUE The Account Value less any applicable Withdrawal Charges and due and
unpaid Premium Tax Charges.

CONTRACT ANNIVERSARY The same day and month as your Contract Date for each
subsequent year your Contract remains In Force.

CONTRACT DATE The date from which contract anniversaries, contract years, and
contract months are determined.

Coverage shall become effective on the date the full Initial Premium has been
paid when:

- - the application has been approved by us;
- - the Contract has been accepted by you; and
- - the full Initial Premium has been paid while the Insured is alive.

IN FORCE The Insured's life is insured under the terms of this Contract.

INDEBTEDNESS All contract loans, if any, and accrued loan interest.

INSURED The person whose life is insured under this Contract as shown on page
3.

LOAN ACCOUNT An Account established for any amounts transferred from the
Variable Sub-accounts as a result of loans. The Loan Account is credited with
interest and is not based on the experience of any Separate Account.

MONTHLY ACTIVITY DATE The same day of each month as the Contract Date. If
there is no Monthly Activity Date in a calendar month, the Monthly Activity Date
will be the last day of the current calendar month.

PROCEEDS The amount we are obligated to pay under the terms of this Contract
when your Contract is surrendered or when the Insured dies.

SPECIFIED AMOUNT The Specified Amount equals the Initial Death Benefit on the
Contract Date. Thereafter, it may change in accordance with the terms of the
Partial Withdrawal provision and the Subsequent Premium provision.

TERMINATE The Insured's life is no longer insured under any of the terms of
this Contract.

VARIABLE ACCOUNT The "Variable Account" for this contract is that shown on page
3. This account is a separate investment account to which we allocate assets
contributed under this and certain other contracts.
VARIABLE SUB-ACCOUNTS The Variable Account is divided into Variable Sub-
accounts. Each Variable Sub-account invests solely in the shares of the mutual
fund underlying that Variable Sub-account.

WRITTEN REQUEST A request in writing signed by you on a form agreeable to us.

WE, US, OUR Refers to Northbrook Life Insurance Company.

YOU, YOUR The owner(s) of this Contract as shown in the application, unless
subsequently changed. The owner is the Insured unless otherwise stated.

Page 5
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
TABLE OF GUARANTEED VALUES
- ------------------------------------------------------------------------------------------------------------------------------------

Maximum Annual Cost of Insurance per $1,000

Death Benefit Standard Class Special Class
Attained
Age Ratio Male Female Male Female
----- ----- ---- ------ -------- ------
<S> <C> <C> <C> <C> <C>

0 2.50 2.63 1.88 5.26 3.76
1 2.50 1.03 0.84 2.06 1.68
2 2.50 0.99 0.80 1.98 1.60
3 2.50 0.97 0.78 1.94 1.56
4 2.50 0.93 0.77 1.86 1.54
5 2.50 0.88 0.75 1.76 1.50
6 2.50 0.83 0.73 1.66 1.46
7 2.50 0.78 0.71 1.56 1.42
8 2.50 0.75 0.70 1.50 1.40
9 2.50 0.74 0.69 1.48 1.38

10 2.50 0.75 0.68 1.50 1.36
11 2.50 0.81 0.70 1.62 1.40
12 2.50 0.92 0.73 1.84 1.46
13 2.50 1.07 0.77 2.14 1.54
14 2.50 1.24 0.82 2.48 1.64
15 2.50 1.42 0.87 2.84 1.74
16 2.50 1.59 0.92 3.18 1.84
17 2.50 1.72 0.96 3.44 1.92
18 2.50 1.82 1.00 3.64 2.00
19 2.50 1.88 1.03 3.76 2.06

20 2.50 1.90 1.06 3.80 2.12
21 2.50 1.90 1.08 3.80 2.16
22 2.50 1.88 1.10 3.76 2.20
23 2.50 1.84 1.12 3.68 2.24
24 2.50 1.80 1.15 3.60 2.30

25 2.50 1.75 1.17 3.50 2.34
26 2.50 1.72 1.20 3.44 2.40
27 2.50 1.71 1.24 3.42 2.48
28 2.50 1.70 1.28 3.40 2.56
29 2.50 1.72 1.32 3.44 2.64
30 2.50 1.75 1.37 3.50 2.74
31 2.50 1.80 1.42 3.60 2.84
32 2.50 1.87 1.47 3.74 2.94
33 2.50 1.95 1.54 3.90 3.08
34 2.50 2.05 1.61 4.10 3.22

35 2.50 2.17 1.70 4.34 3.40
36 2.50 2.32 1.82 4.64 3.64
37 2.50 2.49 1.96 4.98 3.92
38 2.50 2.68 2.13 5.36 4.26
39 2.50 2.90 2.32 5.80 4.64
40 2.50 3.15 2.53 6.30 5.06
41 2.43 3.42 2.75 6.84 5.50
42 2.36 3.71 2.98 7.42 5.96
43 2.29 4.03 3.20 8.06 6.40
44 2.22 4.37 3.44 8.74 6.88

Page 6
<PAGE>

45 2.15 4.73 3.68 9.46 7.36
46 2.09 5.12 3.92 10.24 7.84
47 2.03 5.53 4.19 11.06 8.38
48 1.97 5.97 4.48 11.94 8.96
49 1.91 6.46 4.79 12.92 9.58

</TABLE>

Page 7
<PAGE>

Maximum Annual Cost of Insurance per $1,000

Death Benefit Standard Class Special Class
Attained
Age Ratio Male Female Male Female
------- ----- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C>

50 1.85 7.00 5.13 14.00 10.26
51 1.78 7.63 5.50 15.26 11.00
52 1.71 8.33 5.92 16.66 11.84
53 1.64 9.13 6.38 18.26 12.76
54 1.57 10.01 6.85 20.02 13.70
55 1.50 10.96 7.33 21.92 14.66
56 1.46 11.97 7.80 23.94 15.60
57 1.42 13.04 8.25 26.08 16.50
58 1.38 14.18 8.70 28.36 17.40
59 1.34 15.42 9.20 30.84 18.40

60 1.30 16.80 9.80 33.60 19.60
61 1.28 18.36 10.54 36.72 21.08
62 1.26 20.12 11.49 40.24 22.98
63 1.24 22.09 12.63 44.18 25.26
64 1.22 24.27 13.92 48.54 27.84

65 1.20 26.62 15.29 53.24 30.58
66 1.19 29.13 16.71 58.26 33.42
67 1.18 31.79 18.13 63.58 36.26
68 1.17 34.65 19.59 69.30 39.18
69 1.16 37.81 21.23 75.62 42.46
70 1.15 41.37 23.16 82.74 46.32
71 1.13 45.43 25.53 90.86 51.06
72 1.11 50.08 28.47 100.16 56.94
73 1.09 55.34 31.99 110.68 63.98
74 1.07 61.10 36.05 122.20 72.10

75 1.05 67.25 40.56 134.50 81.12
76 1.05 73.70 45.45 147.40 90.90
77 1.05 80.37 50.68 160.74 101.36
78 1.05 87.32 56.32 174.64 112.64
79 1.05 94.76 62.57 189.52 125.14
80 1.05 102.94 69.67 205.88 139.34
81 1.05 112.09 77.83 224.18 155.66
82 1.05 122.41 87.25 244.82 174.50
83 1.05 133.84 97.90 267.68 195.80
84 1.05 146.12 109.62 292.24 219.24

85 1.05 158.98 122.29 317.96 244.58
86 1.05 172.21 135.82 344.42 271.64
87 1.05 185.73 150.18 371.46 300.36
88 1.05 199.53 165.38 399.06 330.76
89 1.05 213.69 181.54 427.38 363.08

90 1.05 228.43 198.85 456.86 397.70
91 1.04 244.11 217.68 488.22 435.36
92 1.03 261.43 238.69 522.86 477.38
93 1.02 282.13 263.41 564.26 526.82
94 1.01 309.97 295.23 619.94 590.46
95 1.01 351.86 341.02 703.72 682.04
96 1.01 420.99 413.88 841.98 827.76
97 1.01 541.00 537.24 894.65 885.17
98 1.01 745.15 743.96 947.33 942.59
99 & older 1.01 990.00 980.00 995.00 985.00
</TABLE>

Page 8
<PAGE>

- --------------------------------------------------------------------------------
GENERAL PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT Your Contract is issued in consideration of the application and
the payment of the Initial Premium.

Your Contract, any riders and endorsements, the application, and any
supplemental applications are the entire contract between you and us. A copy
of the application is included. Any supplemental applications will also be
attached to and made a part of the Contract. Any statements made in the
application and any supplemental applications either by you or by the Insured
will, in the absence of fraud, be considered representations and not
warranties. Also, any written statement made either by you or by the Insured
will not be used to void your Contract nor defend against a claim under your
Contract unless the statement is contained in the application or any
supplemental applications.

Only our officers may change the Contract or waive a right or requirement. No
agent or other person may do this.

SUICIDE EXCLUSION If the Insured dies by suicide while sane or self-destruction
while insane within two years from the Contract Date, our liability will be
limited to an amount equal to the premiums paid less any Indebtedness and
Partial Withdrawals. If the Insured dies by suicide while sane or self-
destruction while insane within two years of the effective date of any increase
in Specified Amount, our liability with respect to the increase will be limited
to the additional premiums paid for such increase, less Indebtedness and Partial
Withdrawals.

INCONTESTABILITY We cannot contest this Contract after it has been In Force
during the lifetime of the Insured for two years after the Contract Date. Any
increase in the Specified Amount for which evidence of insurability was obtained
will be incontestable only after the increase has been In Force, during the
lifetime of the Insured, for two years from the effective date of the increase.

ASSIGNMENT You may not assign an interest in this Contract as collateral or
security for a loan.

REINSTATEMENT Prior to the death of the Insured and if this Contract has not
been surrendered for cash, this Contract may be reinstated provided:

- - you make your request within five years of the date the Contract entered a
Grace Period;
- - satisfactory evidence of insurability is submitted;
- - any Indebtedness is repaid; and
- - sufficient premium is paid to:
- - cover all Monthly Deduction Amounts and Annual Maintenance Fee due and
unpaid during the Grace Period, and
- - keep the Contract In Force for three months after the date of
reinstatement.

The Specified Amount of the reinstated Contract cannot exceed the Specified
Amount at the time of lapse. The Account Value on the reinstatement date will
reflect:

- - the Account Value at the time of Termination; and
- - premiums paid at the time of reinstatement.

Withdrawal Charges will continue to be based on the original Contract Date.

EXCHANGE OPTION If this Contract is In Force, you may exchange it during the
first two years after the Contract Date for a permanent life insurance contract
offered by us. We reserve the right to make available a permanent life
insurance contract offered by our parent Company or any affiliated Company on
the life of the Insured without evidence of insurability. The new Contract will
be issued:

- - with a net amount at risk equal to or less than the net amount at risk in
effect on the date of exchange;
- - with premiums based on the same risk classification as this Contract.

Page 9
<PAGE>

The net amount at risk is equal to the Specified Amount less the Account Value
of the Contract on the date of exchange. This exchange is subject to
adjustments in premiums and Account Values to reflect any variances under this
Contract and the new contract.

MISSTATEMENT OF AGE OR SEX If the age or sex of the Insured has been misstated,
any Proceeds will be adjusted to the amount which the Initial Premium and any
Subsequent Premium Payments would have purchased at the correct age and sex.

BENEFICIARY When we receive due proof of the Insured's death, we will pay the
Proceeds of this Contract to the beneficiary or beneficiaries who are named in
the application for this Contract unless you subsequently change the
beneficiary. In that event, we will pay the Proceeds to the beneficiary named
in your last change of beneficiary request as provided for in this Contract.

If a primary or contingent beneficiary dies before the Insured, that
beneficiary's interest in this Contract ends with that beneficiary's death.
Only those beneficiaries who survive the Insured will be eligible to share in
the Proceeds. If no beneficiary survives the Insured, we will pay the Proceeds
of this Contract to you, if living, otherwise to your estate.

CHANGE OF OWNER OR BENEFICIARY If you have reserved the right to change the
owner or beneficiary, you can file a written request with us to make such a
change. If you have not reserved the right to change the beneficiary, the
written consent of the irrevocable beneficiary(s) will be required.

Your written request will not be effective until it is recorded in our home
office records. After it has been recorded, it will take effect as of the date
you signed the request. However, if the Insured dies before the request has
been recorded, the request will not effect those Proceeds we may have paid
before your request was recorded in our home office records.

LIFE INSURANCE QUALIFICATION This Contract is intended to qualify for treatment
as a life insurance contract under the Internal Revenue Code as it now exists or
may later be amended. We reserve the right to amend this Contract to comply
with future changes in the Code and its Regulations. We will promptly provide
you with a copy of any amendment.

TAXATION Currently, no charge is made to the Variable Account for federal
income taxes that may be attributable to the operations of the Variable Account.
However, the Company may 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.

We will have exclusive and absolute ownership and control of the assets of our
separate accounts. The assets of the Variable Account will be available to
cover the liabilities of our general account only to the extent those assets
exceed the liabilities of that Variable Account arising under the variable life
insurance contracts supported by that Variable Account.

The assets of the Variable Account will be valued at least as often as any
contract benefits vary, but at least monthly. Our determination of the value of
an Accumulation Unit by the method described in this policy will be conclusive.

VARIABLE ACCOUNT MODIFICATIONS We reserve the right, subject to applicable law,
to make additions to, deletions from, or substitutions for the mutual fund
shares underlying the Variable Sub-accounts of the Variable Account. We will
not substitute any shares attributable to your interest in a Variable Sub-
account of the Variable Account without notice to you and prior approval of the
Securities and Exchange Commission, to the extent required by the Investment
Company Act of 1940.

Page 10
<PAGE>

any such substitution or change, we may by endorsement, make such changes as may
be necessary or appropriate to reflect such substitution or change.

If we deem it to be in the best interests of persons having voting rights under
these Contracts, the Variable Account may be operated as a management company
under the Investment Company Act of 1940 or it may be deregistered under such
Act in the event such registration is no longer required.

NONPARTICIPATING This Contract will not share in our surplus distributions.

TERMINATION This Contract will Terminate upon the earliest of the following
events:

- - full surrender of the Contract; or
- - the end of the Grace Period; or
- - the death of the Insured.

Page 11
<PAGE>

- --------------------------------------------------------------------------------
CONTRACT VALUES
- --------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT The Initial Premium is due by the Contract Date and
must be paid in advance. This Contract will not be in effect and there will be
no Death Benefit before the Initial Premium is paid. Your Initial Premium is
shown on page 3.

SUBSEQUENT PREMIUM PAYMENTS Subsequent Premium Payments may be made at any time
subject to the following conditions:

- - only one Subsequent Premium Payment may be made in any Contract year;
- - each Subsequent Premium Payment must be at least $500; and
- - the attained age of the Insured must be less than age 91.

We reserve the right to obtain evidence of insurability upon all Subsequent
Premium Payments. Subsequent Premium Payments may require an increase in
Specified Amount to remain within the definition of a life insurance contract
under the Internal Revenue Code.

Unless you request otherwise in writing, any Subsequent Premium Payment received
while a Contract Loan exists will be applied:

- - first, as a repayment of Indebtedness; and
- - second, as a Subsequent Premium Payment, subject to the preceding
conditions.

Subsequent Premium Payments may be made at any time and in any amount necessary
to avoid termination of this Contract.

PREMIUM ALLOCATION The Initial Premium will be allocated to the Variable Sub-
accounts, in whole percentages according to the premium allocation specified on
the application, on the date we receive the final requirement to put the
Contract In Force.

All premium payments not requiring underwriting will be allocated to the
Variable Sub-accounts as of the date payments are received at our home office.
Premium payments requiring underwriting will be allocated to the Variable Sub-
accounts once underwriting approval is received. Upon underwriting approval, an
amount equal to the Accumulated Value which would have been earned had the
premium been invested in the Money Market Sub-account since the date of receipt
of the premium, will be allocated according to the Initial Premium allocation
specified on the application or your most recent written instructions. You may
change your premium allocation upon written request.

We reserve the right to allocate premium payments to the Money Market Sub-
account during the Return Privilege period described on page 1 of this Contract.
Transfer of premiums from the Money Market Sub-account at the end of the Return
Privilege period will not be considered one of your 12 free transfers allowed in
a Contract year.

GRACE PERIOD This contract will Terminate 61 days after a Monthly Activity Date
on which the Cash Surrender Value is less than zero. This 61 day period is the
Grace Period. The Company will notify the Owner of the premium amount required
to continue this Contract, at least 61 days before the end of the Grace Period.
The premium required will be no greater than an amount required to pay three
Monthly Deduction Amounts as of the day the Grace Period began. If this premium
is not paid by the end of the Grace Period, this Contract will Terminate.

TRANSFERS Upon request and as long as this Contract is In Force, you may
transfer amounts among the Variable Sub-accounts. You may make 12 transfers
each Contract year without charge. Subsequent transfers in any Contract year
may be assessed a $25 transfer fee. The minimum amount that may be transferred
among Variable Sub-accounts is subject to the Minimum Transfer Amount shown on
page 3.

We reserve the right to waive the transfer fees and restrictions contained in
this contract.

Page 12
<PAGE>

ACCUMULATION UNIT AND ACCUMULATION UNIT VALUE Amounts which you allocate to a
Variable Sub-account of the Variable Account are used to purchase Accumulation
Units in that Variable Sub-account. The Accumulation Unit Value for each
Variable Sub-account at the end of any Valuation Period is calculated by
multiplying the Accumulation Unit Value at the end of the immediately preceding
Valuation Period by the Variable Sub-account's Net Investment Factor for the
Valuation Period. The Accumulation Unit Values may go up or down. Additions or
transfers to a Variable Sub-account of the Variable Account will increase the
number of Accumulation Units for that Variable Sub-account. Withdrawals,
Transfers, Contract Loans, Monthly Deduction Amounts and Annual Maintenance Fees
deducted from a Variable Sub-account of the Variable Account will decrease the
number of Accumulation Units for that Variable Sub-account.

The number of Accumulation Units to be added to or deducted from a Variable Sub-
account equals the dollar amount of the transaction divided by the Accumulation
Unit Value for the Valuation Period.

VALUATION PERIOD AND VALUATION DATE A "Valuation Period" is the time interval
between the close of regular trading of the New York Stock Exchange on
consecutive Valuation Dates. A "Valuation Date" is any date the New York Stock
Exchange is open for trading.

NET INVESTMENT FACTOR For each Variable Sub-account of the Variable Account,
the "Net Investment Factor" for a Valuation Period is (A) divided by (B), minus
(C) where:

(A) is the sum of:
1. the net asset value per share of the mutual fund underlying the
Variable Sub-account determined as of the end of the current Valuation
Period; plus
2. the per share amount of any dividend or capital gain distributions
made by the mutual fund underlying the Variable Sub-account during the
current Valuation Period.

(B) is the net asset value per share of the mutual fund underlying the Variable
Sub-account determined as of the end of the immediately preceding Valuation
Period.

(C) is the Mortality and Expense Risk Annual Rate divided by 365 and multiplied
by the number of calendar days in the current Valuation Period.

The Mortality and Expense Risk Annual Rate is shown on page 4.

ACCOUNT VALUE Your Account Value on the Contract Date equals the Initial
Premium less the Monthly Deduction Amount for the first policy month. Your
Account Value on each subsequent Monthly Activity Date equals:

- - the sum of your Accumulated Values in each Variable Sub-account; plus
- - the value of your Loan Account, if any; minus
- - the Monthly Deduction Amount; minus
- - the Annual Maintenance Fee, if applicable.

On any day other than your Monthly Activity Date, your Account Value equals:

- - the sum of your Accumulated Values in each Variable Sub-account; plus
- - the value of your Loan Account, if any.

ACCUMULATED VALUE Your Accumulated Value in any Variable Sub-account equals:

- - the number of Accumulation Units in that Variable Sub-account on the
Valuation Day; multiplied by
- - that Variable Sub-account's Accumulation Unit Value on the Valuation Day.

MONTHLY DEDUCTION AMOUNT The Monthly Deduction Amount will be taken
proportionately from your Variable Sub-accounts on each Monthly Activity Date,
and is equal to:

- - the Cost of Insurance Charge; plus
- - the Administrative Expense Charge; plus
- - the Tax Expense Charge.

Page 13
<PAGE>

COST OF INSURANCE CHARGES The Maximum Cost of Insurance charge for any Monthly
Activity Date is equal to:

- - the Death Benefit; minus
- - the Account Value on the Monthly Activity Date, prior to assessing the
Monthly Deduction Amount; the result is divided by 1000 and multiplied by
- - the Maximum Annual Cost of Insurance Rate divided by 12.

We can use Cost of Insurance Charges that are lower than the Maximum Annual Cost
of Insurance shown on page 6. Charges will be determined based on our
expectation as to future experience. Any change we make will be on a uniform
basis for all Insureds with the same age, sex, and rating classification whose
coverage has been In Force for the same length of time. No change in rating
classification or cost will occur on account of deterioration of the Insured's
health.

ADMINISTRATIVE EXPENSE CHARGE The Administrative Expense Charge for any Monthly
Activity Date is equal to:

- - the Administrative Expense Annual Rate divided by 12; multiplied by
- - the Account Value on the Monthly Activity Date, prior to assessing the
Monthly Deduction Amount.

The Administrative Expense Annual Rate is shown on page 4.

TAX EXPENSE CHARGE The Tax Expense Charge for any Monthly Activity Date
occurring during the first ten years of the Contract is an amount not greater
than:

- - the Tax Expense Rate divided by 12; multiplied by
- - the Account Value on the Monthly Activity Date, prior to assessing the
Monthly Deduction Amount.

The Tax Expense Rate is the sum of the Federal Tax Annual Rate and the Premium
Tax Annual Rate shown on page 4. If you surrender or withdraw from this
Contract within nine years of the Contract Date, any due and unpaid Premium Tax
shown on page 4 will be deducted from your Account Value.

ANNUAL MAINTENANCE FEE An Annual Maintenance Fee shown on page 4 will be
deducted proportionately from all Variable Sub-accounts if applicable on each
Contract Anniversary. A full Annual Maintenance Fee will be deducted if the
Contract is Terminated on any day other the Contract Anniversary. This fee will
be waived if total premiums paid are in excess of those shown on page 4.

ANNUAL REPORT We will send you, at least once a year, an Annual Report which
provides information on the current status of your Contract. This information
will include items such as;

- - the current Death Benefit;
- - the current Account Value and Cash Surrender Value;
- - any amount of Indebtedness;
- - any Monthly Deductions since the last report;
- - any Partial Withdrawals and Withdrawal Charges since the last report;
- - any Subsequent Premium Payments since the last report; and
- - any Annual Maintenance Fee, if applicable, since the last report.

If you ask us, we will send you an additional report, at any time during the
Contract year. We may charge you for this report. The charge will not be more
than $25. We will tell you what the current charge is before sending the
report. We will send you any shareholder reports of the Funds or any other
notices, reports or documents required by law.

SPECIFIED AMOUNT The Specified Amount equals the Initial Death Benefit on the
Contract Date. The Initial Death Benefit for your Contract is shown on page 3.
If a Partial Withdrawal is taken or a Subsequent Premium Payment is received,
the Specified Amount will change as described in the Partial Withdrawal
provision and the Subsequent Premium Payment provision. If your Specified
Amount changes, we will send you an endorsement showing the new Specified
Amount.

DEATH BENEFIT The Death Benefit determined on the date of the Insured's death
is the greater of the Specified Amount or the Account Value multiplied by the
Death Benefit Ratio on page 6. We will pay the Death Benefit,

Page 14
<PAGE>

less any Indebtedness and less any due and unpaid Monthly Deduction Amounts
occurring during a Grace Period, if the Insured dies while this Contract is In
Force, subject to the terms of this Contract. Written due proof that the
Insured has died must be received at our home office prior to paying a Death
Benefit.

INTEREST FROM DATE OF DEATH If the Proceeds under this Contract are not paid
within thirty days after we receive due proof of the death of the Insured, we
will also pay interest on the Proceeds. Interest will accrue at the legal rate
of interest and will accrue from the date of death until the claim is paid.

Page 15
<PAGE>

- --------------------------------------------------------------------------------
LOAN VALUES
- --------------------------------------------------------------------------------

CONTRACT LOAN At any time while this Contract is In Force, you can borrow up to
the available Loan Value of your Contract. The maximum Loan Value is 90% of
your Cash Value, less 100% of any existing loans as of the date of the loan,
less any loan interest to the next Contract Anniversary, less any Monthly
Deduction Amounts due and any Annual Maintenance Fee due on or before the next
Contract Anniversary. Unless you specify otherwise, all loan amounts will be
transferred proportionately from the Variable Sub-accounts to the Loan Account.

Loans have priority over the claims of any other person. Your Contract is sole
security for all loans.

PREFERRED LOAN If the Account Value exceeds the total premiums paid, net of any
premiums returned due to Partial Withdrawals, a Preferred Loan is available.
The amount available for a Preferred Loan is the amount by which the Cash Value
exceeds the net premiums paid. The amount of loans qualifying as Preferred
Loans is determined on each Contract Anniversary.

CREDITED INTEREST The Loan Account will be credited with interest at a rate
equal to the Loan Credited Rate shown on page 3.

LOAN INTEREST For Preferred Loans, interest will accrue daily by a rate not to
exceed the Preferred Loan Interest Rate shown on page 3. For other than
Preferred Loans, interest will accrue daily by a rate not to exceed the Maximum
Loan Interest Rate shown on page 3. Interest payments are due on the Contract
Anniversary. If unpaid, interest is added to the amount of the loan and will
itself bear interest at the rate described in this provision. On each Contract
Anniversary, the difference between the total indebtedness and the balance in
the Loan Account will be transferred proportionately from the Variable Sub-
accounts to the Loan Account.

LOAN REPAYMENT You can repay all or part of a loan and loan interest at any
time while this Contract is In Force. The loan repayment will be allocated
among the Variable Sub-accounts in the same percentage as premiums are
allocated, unless you specify otherwise. If you do not repay your loans, we
will deduct all loans and loan interest from the amounts we pay you.

LOAN LIMIT Your Contract will become overloaned when loans and loan interest
exceed the Cash Value. We will Terminate this Contract when it becomes
overloaned. We will not Terminate a contract which becomes overloaned until 61
days after notice has been mailed to the last known address of the owner.

Page 16
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL BENEFITS
- --------------------------------------------------------------------------------

CASH SURRENDER VALUE You may surrender your Contract for its Cash Surrender
Value, which may be paid in cash or under an Income Plan.

Your Cash Surrender Value is equal to:

- - the Cash Value; less
- - any Indebtedness; less
- - the Annual Maintenance Fee, if applicable.

Your Cash Value is equal to:

- - the Account Value; less
- - any applicable Withdrawal Charge; less
- - any due and unpaid Premium Tax Charge.

Surrender will be effective on the date we receive written request. We may
require that your Contract be sent in with your written request before making a
surrender payment. When you surrender your Contract for its Cash Surrender
Value, your Contract will Terminate.

PARTIAL WITHDRAWALS You may withdraw a portion of the Cash Surrender Value.
The withdrawal amount must be at least the Minimum Withdrawal Amount shown on
page 3 and must not cause the Cash Surrender Value after the withdrawal to be
less than $2,000. If the remaining Cash Surrender Value is less than $2,000, we
will Terminate the Contract and pay the Cash Surrender Value.

Unless specified otherwise, the Partial Withdrawal amount will be deducted
proportionately from each Variable Sub-account. The new Specified Amount of the
Contract will be the greater of:

- - the Specified Amount prior to the Partial Withdrawal, reduced
proportionately to the reduction in Account Value; or
- - the minimum Specified Amount allowed by the Internal Revenue Code to still
be considered life insurance.

The Account Value after a Partial Withdrawal is equal to the Account Value
before the Partial Withdrawal less the Partial Withdrawal Amount, including the
Withdrawal Charge and any due and unpaid Premium Tax Charge.

FREE WITHDRAWAL AMOUNT The annual Free Withdrawal Amount is equal to:

- - the Free Withdrawal Percentage shown on page 3, multiplied by
- - the total premiums paid.

Any Free Withdrawal Amount not taken during a Contract year may not be carried
forward to increase the Free Withdrawal Amount in any subsequent year. You may
withdraw the Free Withdrawal Amount in any Contract year without incurring a
Withdrawal Charge or Premium Tax Charge.

WITHDRAWAL CHARGES Withdrawals in excess of the Free Withdrawal Amount will be
subject to a Withdrawal Charge and any due and unpaid Premium Tax Charge. The
Withdrawal Charge and any due and unpaid Premium Tax Charge are equal to:

- - the percentages shown on page 4 for the Contract year in which the
withdrawal or surrender occurs; multiplied by
- - the portion of the withdrawal amount in excess of the Free Withdrawal
Amount.

In any event, your Withdrawal Charges will never be more than 9% of your total
premiums paid.

Page 17
<PAGE>

- --------------------------------------------------------------------------------
PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------

DEFERMENT OF PAYMENTS We will pay any amounts due from the Variable Account
under this Contract within seven days of receiving a written request for a
Transfer, Contract Loan, Termination, Partial Withdrawal, or Death Benefit, as
well as, any other required documentation, unless:

- - the New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on such Exchange is restricted;
- - an emergency exists as defined by the Securities and Exchange Commission;
or
- - the Securities and Exchange Commission permits delay for the protection of
contract holders.

PAYEE RIGHTS You will be the payee for the Cash Surrender Value unless you name
a different payee. The beneficiary will be the payee for the death Proceeds.
When we pay the Proceeds, we may ask that you give this Contract back to us. If
the Insured has died, you or the beneficiary must give us due proof of death.

You may choose payment as a single payment or an Income Plan. Before the
Proceeds are due, you may choose or change an Income Plan selection by writing
to us. Once we accept the change, it takes effect as of the date you signed the
request. This change is subject to any action we take before we accept it.
After the Proceeds are due, the payee may choose an Income Plan if:

- - you have not made a prior choice which is still in effect; and
- - the Proceeds are due in a single sum and have not been paid.

No surrender or Partial Withdrawals are permitted after payments under an Income
Plan have started.

PAYOUT START DATE The Payout Start Date is the date the Cash Surrender Value or
Death Benefit is applied to an Income Plan.

INCOME PLANS An Income Plan is a series of payments on a scheduled basis to the
payee. The Proceeds will be applied to your Income Plan choice from the
following list:

1. LIFE INCOME WITH GUARANTEED PAYMENTS We will make payments for as long as
the payee lives. If the payee dies before the selected number of
guaranteed payments have been made, we will continue to pay the remainder
of the guaranteed payments.

2. JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS We will make
payments for as long as either the payee or joint payee, named at the time
of Income Plan selection, lives. If both the payee and the joint payee die
before the selected number of guaranteed payments have been made, we will
continue to pay the remainder of the guaranteed payments.

We reserve the right to make available other Income Plans.

PAYOUT TERMS AND CONDITIONS The income payments are subject to the following
terms and conditions:

- - If the Proceeds are less than $3,000, or not enough to provide an initial
payment of at least $20, we reserve the right to:
- - change the payment frequency to make the payment at least $20; or
- - Terminate the Contract and pay you the Proceeds in a lump sum.

- - If you choose an Income Plan which depends on any person's life, we may
require:
- - proof of age and sex before income payments begin; and
- - proof that the payee or joint payee is still alive before we make each
payment.

Page 18
<PAGE>

- --------------------------------------------------------------------------------
INCOME PAYMENT TABLES
- --------------------------------------------------------------------------------

The initial income payment will be at least the amount based on the
adjusted age of the annuitant(s) and the tables below, less any
federal income taxes which are withheld. The adjusted age is the actual
age on the Payout Start Date reduced by one year for each six full years between
January 1, 1983 and the Payout Start Date. Income payments for ages and
guaranteed payment periods not shown below will be determined on a basis
consistent with that used to determine those that are shown. The Income Payment
Tables are based on 3.0% interest and the 1983a Annuity Mortality Tables.

INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS FOR 120 MONTHS

- -----------------------------------------------------------------------------------------------------------------------------
Monthly Income Payment for each $1,000 Applied to this Income Plan
- -----------------------------------------------------------------------------------------------------------------------------
Annuitant's Annuitant's Age Annuitant's
Age Male Female Male Female Age Male Female
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

43 3.79 3.53 57 4.81 4.38 71 6.78 6.13
44 3.84 3.58 58 4.92 4.46 72 6.96 6.31
45 3.90 3.62 59 5.02 4.55 73 7.13 6.50
46 3.96 3.67 60 5.14 4.65 74 7.31 6.69
47 4.02 3.72 61 5.26 4.75 75 7.49 6.88
48 4.08 3.77 62 5.39 4.86
- -----------------------------------------------------------------------------------------------------------------------------

INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS FOR 120 MONTHS
- -----------------------------------------------------------------------------------------------------------------------------
Monthly Income Payment for each $1,000 Applied to this Income Plan
- -----------------------------------------------------------------------------------------------------------------------------
Female Annuitant's Age
Male
Annuitant's 35 40 45 50 55 60 65 70 75
Age
- -----------------------------------------------------------------------------------------------------------------------------
35 $3.09 $3.16 $3.23 $3.28 $3.32 $3.36 $3.39 $3.40 $3.42
40 3.13 3.22 3.31 3.39 3.46 3.51 3.56 3.59 3.61
45 3.17 3.28 3.39 3.50 3.60 3.69 3.76 3.81 3.85
50 3.19 3.32 3.45 3.60 3.74 3.87 3.98 4.07 4.14
55 3.21 3.35 3.51 3.68 3.87 4.06 4.23 4.37 4.48
60 3.23 3.37 3.55 3.75 3.98 4.23 4.47 4.70 4.88
65 3.24 3.39 3.57 3.80 4.07 4.37 4.71 5.04 5.34
70 3.24 3.40 3.59 3.83 4.13 4.48 4.90 5.36 5.81
75 3.25 3.41 3.61 3.86 4.17 4.56 5.04 5.61 6.22
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

Page 19
<PAGE>

LAST SURVIVOR
MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE CONTRACT

NORTHBROOK LIFE INSURANCE COMPANY, A Stock Company, Home Office:
Allstate Plaza, Northbrook, Illinois 60062
(800) 654 - 2397

Throughout this Contract, "you" and "your" refer to the Contract's owner(s), who
may be someone other than the Insured(s). "We", "us" and "our" refer to
Northbrook Life Insurance Company.

This last survivor modified single premium variable life insurance contract
provides a death benefit payable to the beneficiary upon the death of the last
surviving Insured while this Contract is In Force.
The death benefit and cash value provided by this Contract are based on the
investment experience of the Variable Account, and vary to reflect the
performance of the Variable Account and other flexible factors.

This Contract does not pay dividends.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Contract owner(s) and Northbrook Life
Insurance Company.

Return Privilege

/s/ Michaels J. Velotta /s/ Louis G. Lower, II
Michael J. Velotta Louis G. Lower, II
Secretary Chief Executive Officer

Last Survivor
Modified Single Premium Variable Life Insurance Contract
Proceeds Payable upon Death of the Last Surviving Insured
Non-Participating
<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

CONTRACT DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

TABLE OF GUARANTEED VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . 5

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

CONTRACT VALUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

LOAN VALUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

WITHDRAWAL BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

PAYMENT OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

INCOME PAYMENT TABLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
<PAGE>

- --------------------------------------------------------------------------------
CONTRACT DATA
- --------------------------------------------------------------------------------

OWNER: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .John Doe
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Jane Doe

INSURED: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Jane Doe
AGE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
SEX: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Female
RATING CLASSIFICATION: . . . . . . . . . . . . . . . . . . . . . . .Standard

JOINT EQUAL AGE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45

CONTRACT NUMBER: . . . . . . . . . . . . . . . . . . . . . . . . . . .0123456789

CONTRACT DATE: . . . . . . . . . . . . . . . . . . . . . . . . . .August 1, 1996

INITIAL DEATH BENEFIT: . . . . . . . . . . . . . . . . . . . . . . . . .$216,014