GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A, S-6/A, 1996-09-23

GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
S-6/A, 1996-09-23

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As filed with the Securities and Exchange Commission on September 20, 1996.

Registration No. 333- 02581

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-6

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

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

GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
(Exact Name of Trust)

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

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

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

Securities being offered -- modified single premium variable life insurance
contracts.

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

The registrant has elected pursuant to rule 24f-2 to register an indefinite
number of securities. The requisite $500 24f-2 registration fee was paid at time
of initial registration.

Approximate date of proposed public offering: as soon as practicable 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.

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

MODIFIED SINGLE PREMIUM

VARIABLE LIFE INSURANCE CONTRACTS

3100 SANDERS ROAD

NORTHBROOK, IL 60062

TELEPHONE (800) 755-5275

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

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

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

The minimum initial premium the Company will accept is $10,000. Premiums are
allocated to Glenbrook Life Variable Life Separate Account A ("Variable
Account"). The Variable Account will invest in shares of one or more managed
investment companies ("Funds") each of which will have multiple investment
Portfolios. All of the Funds which are described in this prospectus may not be
available with your Contract. Presently, the Variable Account will invest in
shares of the following Funds:

- Dean Witter Variable Investment Series ("Dean Witter Fund")

- Dreyfus Variable Investment Fund and The Dreyfus Socially Responsible
Growth Fund, Inc. (collectively the "Dreyfus Funds")

- Fidelity Variable Insurance Products Fund and Fidelity Variable Insurance
Products Fund II (collectively the "Fidelity Funds")

- MFS-Registered Trademark- Variable Insurance Trust ("MFS Fund")

- Twentieth Century Companies, Inc., TCI Portfolios, Inc. ("TCI Funds")

The DEAN WITTER FUND has four available Portfolios: (1) VIS Dividend Growth (2)
VIS European Growth (3) VIS Quality Income Plus and (4) VIS Utilities; the
DREYFUS FUNDS have four available Portfolios: (1) VIF Growth and Income (2) VIF
Money Market (3) The Dreyfus Socially Responsible Growth Fund, Inc. and (4) VIF
Small Company Stock; the FIDELITY FUNDS have three available Portfolios: (1) VIP
II Contrafund (2) VIP Growth and (3) VIP High Income; the MFS FUND has two
available Portfolios: (1) Emerging Growth Series and (2) Limited Maturity
Series; and the TCI FUNDS "Twentieth Century" have two available Portfolios: (1)
TCI Balanced and (2) TCI International.

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.
<PAGE>
THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE
APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS. ALL
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

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

THE 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 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 ON.

THE DATE OF THIS PROSPECTUS IS OCTOBER , 1996.

<PAGE>
3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
SUMMARY......................................... 4
SPECIAL TERMS................................... 6
THE COMPANY..................................... 7
THE VARIABLE ACCOUNT............................ 7
General....................................... 7
Funds......................................... 8
THE CONTRACT.................................... 10
Application for a Contract.................... 10
Premiums...................................... 10
Allocation of Premiums........................ 11
Accumulation Unit Values...................... 11
DEDUCTIONS AND CHARGES.......................... 12
Monthly Deductions............................ 12
Cost of Insurance Charge.................... 12
Tax Expense Charge.......................... 12
Administrative Expense Charge............... 13
Other Deductions.............................. 13
Mortality and Expense Risk Charge........... 13
Annual Maintenance Fee...................... 13
Taxes Charged Against the Variable
Account.................................... 13
Charges Against the Funds................... 13
Withdrawal Charge........................... 14
Due and Unpaid Premium Tax Charge........... 14
CONTRACT BENEFITS AND RIGHTS.................... 15
Death Benefit................................. 15
Accelerated Death Benefit..................... 15
Account Value................................. 15
Transfer of Account Value..................... 16
Dollar Cost Averaging......................... 16
Automatic Portfolio Rebalancing............... 16
Contract Loans................................ 16
Amount Payable on Surrender of the Contract... 17
Partial Withdrawals........................... 17
Maturity...................................... 17

<CAPTION>
PAGE
<S> <C>
Lapse and Reinstatement....................... 17
Cancellation and Exchange Rights.............. 18
Confinement Waiver Benefit.................... 18
Suspension of Valuation, Payments and
Transfers.................................... 18
Last Survivor Contracts....................... 18
OTHER MATTERS................................... 19
Voting Rights................................. 19
Statements to Contract Owners................. 19
Limit on Right to Contest..................... 19
Misstatement as to Age and Sex................ 20
Payment Options............................... 20
Beneficiary................................... 20
Assignment.................................... 20
Dividends..................................... 20
EXECUTIVE OFFICERS AND DIRECTORS OF THE
COMPANY........................................ 20
DISTRIBUTION OF THE CONTRACTS................... 22
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS.... 23
FEDERAL TAX CONSIDERATIONS...................... 23
Introduction.................................. 23
Taxation of the Company and the Variable
Account...................................... 23
Taxation of Contract Benefits................. 23
Modified Endowment Contracts.................. 23
Diversification Requirements.................. 24
ADDITIONAL INFORMATION ABOUT THE COMPANY........ 24
LEGAL PROCEEDINGS............................... 24
LEGAL MATTERS................................... 24
REGISTRATION STATEMENT.......................... 24
EXPERTS......................................... 25
FINANCIAL STATEMENTS............................ F-1
APPENDIX A...................................... A-1
</TABLE>

<PAGE>
4

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 Funds 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. In certain states, certificates are issued under group
Contracts issued to the Financial Services Group Insurance Trust, an Illinois
Trust. The terms "Contract" and "Contract Owner", as used in this Prospectus,
refer to and include such a certificate and certificate owner, respectively.

THE VARIABLE ACCOUNT AND THE FUNDS

The Glenbrook Life 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 prospectuses for the Funds in connection with the
purchase of a Contract. The investment objectives of the Fund Portfolios are
briefly summarized below under "The Funds," page . Presently, the Variable
Account invests in shares of the following Funds:

- Dean Witter Variable Investment Series ("Dean Witter Fund")

- Dreyfus Variable Investment Fund and The Dreyfus Socially Responsible
Growth Fund, Inc. (collectively the "Dreyfus Funds")

- Fidelity Variable Insurance Products Fund and Fidelity Variable Insurance
Products Fund II (collectively the "Fidelity Funds")

- MFS-Registered Trademark- Variable Insurance Trust ("MFS Fund")

- Twentieth Century Companies, Inc., TCI Portfolios, Inc. ("TCI Funds")

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 prospectuses for the Funds.

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 86; and

- absent submission of new evidence of insurability of the insured, the
maximum additional payment permitted in a Contract Year is the "Guaranteed
Additional Payment." The Guaranteed Additional Payment is the lesser of
$5,000 or a percentage of the initial payment (5% for attained ages 40-70,
and 0% for attained ages 20-39 and 71-80).

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. The Company reserves the right to obtain satisfactory
evidence of insurabilty before accepting any
<PAGE>
5
additional premium payments requiring an increase in Specified Amount. However,
we reserve the right to reject an additional premium payment for any reason.
Additional Premiums may also be paid at any time and in any amount necessary to
avoid termination of the Contract.

DEDUCTIONS AND CHARGES

On each Monthly Activity Date, the Company will deduct a Monthly Deduction
Amount from the Account Value. The Monthly Deduction Amount will be made pro
rata respecting each Variable Sub-Account to which Account Value is allocated.
The Monthly Deduction Amount includes a cost of insurance 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 $35 will be deducted on each Contract Anniversary
from all Variable Sub-Accounts to which Account Value is allocated, in
proportion to the amounts so allocated. This fee will be waived if total
premiums paid are $50,000 or more. This fee will help reimburse the Company for
administrative and maintenance costs of the Contracts. See "Deductions and
Charges -- Other Deductions -- Annual Maintenance Fee," page .

Applicants should review the prospectuses for the Funds which accompany this
prospectus for a description of the charges and expenses borne by the Funds in
connection with their 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 . 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. 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. See "Deductions and Charges -- Other
Deductions -- Premium Tax Charge," page .

For a discussion of the tax consequences of a full or a partial withdrawal, see
"Federal Tax Considerations," 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
<PAGE>
6
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 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 agent who sold the Contract, within 10 days after
delivery of the Contract to the Contract Owner (in some states, this free-look
period is longer), 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
Considerations," 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.
<PAGE>
7

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.

FUNDS: The registered management investment companies 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: Glenbrook 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
Funds.

THE COMPANY

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

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

Glenbrook 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.
<PAGE>
8

FUNDS

The Variable Account will invest in shares of one or more Funds. The Funds are
registered with the Securities and Exchange Commission as open-end, series,
management investment companies. Registration of the Funds does not involve
supervision of their management, investment practices or policies by the
Securities and Exchange Commission. The Funds' Portfolios are designed to
provide investment vehicles for variable insurance contracts of various
insurance companies, in addition to the Variable Account. The Funds available
for investment by the Variable Account as of the date of this Prospectus are
listed below.

I. DEAN WITTER FUND

- VIS 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.

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

- VIS 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.

- VIS 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.

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.

II. DREYFUS FUNDS

- VIF GROWTH & INCOME PORTFOLIO -- seeks to provide long-term capital
growth, current income and growth of income, consistent with reasonable
investment risk.

- VIF MONEY MARKET PORTFOLIO -- seeks to provide as high a level of current
income as is consistent with the preservation of capital and the
maintenance of liquidity.

- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. -- seeks to provide
capital growth. Current income is a secondary goal. Invests principally in
common stocks, or securities convertible into common stock, of companies
which, in the opinion of the Fund's management, not only meet traditional
investment standards, but also show evidence that they conduct their
business in a manner that contributes to the enhancement of the quality of
life in America.

- VIF SMALL COMPANY STOCK PORTFOLIO -- seeks to provide investment results
that are greater than the total return performance of publicly-traded
common stocks in the aggregate, as represented by the Russell 2500 Index.
Invests primarily in a portfolio of equity securities of small - to
medium-sized domestic issuers, while attempting to maintain volatility and
diversification similar to that of the Russell 2500 Index. The Dreyfus
Corporation, 200 Park Avenue, New York, New York 10166, was formed in 1947
and serves as the Fund's investment manager. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation.

III. FIDELITY FUNDS

- VIP II CONTRAFUND -- seeks capital appreciation by investing in companies
that Fidelity Management & Research Company ("FMR") believes to be
undervalued due to an overly pessimistic appraisal by the public.

- VIP GROWTH -- seeks capital appreciation by investing primarily in common
stocks. The fund may also pursue capital appreciation through the purchase
of bonds and preferred stocks.

- VIP HIGH INCOME -- seeks high current income by investing primarily in all
types of income-producing debt securities, preferred stocks, and
convertible securities.
<PAGE>
9

Fidelity Management & Research Company, 82 Devonshire Street, Boston,
Massachusetts, is the Investment Manager of the Funds.

IV. MFS FUND

- EMERGING GROWTH SERIES -- seeks to provide long-term growth of capital.
Dividend and interest income from portfolio securities, if any, is
incidental to the Portfolio's investment objective of long-term growth of
capital.

- LIMITED MATURITY SERIES -- the primary investment objective is to provide
as high a level of current income as is believed to be consistent with
prudent investment risk. The Portfolio's secondary objective is to protect
shareholders' capital.

MFS manages each Series pursuant to an Investment Advisory Agreement with the
Trust on behalf of each Portfolio. MFS provides the Series with overall
investment advisory and administrative services, as well as general office
facilities.

V. TWENTIETH CENTURY FUNDS

- TCI BALANCED -- the investment objective of TCI Balanced is capital growth
and current income. It will seek to achieve its investment objective by
maintaining approximately 60% of the assets of TCI Balanced in common
stocks that are considered by management to have better-than-average
prospects for appreciation and the remaining assets in bonds and other
fixed income securities.

- TCI INTERNATIONAL -- the investment objective of TCI International is
Capital Growth. It will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of common
stocks that are considered by management to have prospects for
appreciation. The fund will invest primarily in securities of issuers
located in developed markets.

Investors Research Corporation ("Investors Research") serves as the investment
manager of TCI Portfolios, Inc. Its principal place of business is Twentieth
Century Tower, 4500 Main Street, Kansas City, Missouri 64111.

Shares of the Funds 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 Dreyfus VIF 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 prospectuses for the
Funds accompanying this prospectus.

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

THE FUND PROSPECTUSES 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 any such Fund currently
foresees any such disadvantages either to variable life insurance or variable
annuity contract owners, each 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 Funds in
connection with premiums allocated to the corresponding Variable Sub-Account in
accordance with Contract Owners' directions and will redeem shares in the Funds
to meet Contract obligations or make adjustments in reserves, if any. The
<PAGE>
10

Funds are 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 any of the Funds
should no longer be available for investment, or if, in the judgment of the
Company's management, further investment in shares of any Fund should become
inappropriate in view of the purposes of the Contracts, the Company may
substitute shares of another Fund for shares already purchased, or to be
purchased in the future, under the Contracts. No substitution of securities will
take place without notice to Contract Owners and without prior approval of the
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.

Each Fund is subject to certain investment restrictions and policies which may
not be changed without the approval of a majority of the shareholders of the
Fund. See the accompanying prospectuses for the Funds 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 0-85 who
supply evidence of insurability satisfactory to the Company. Acceptance is
subject to the Company's underwriting rules and the Company reserves the right
to reject an application for any lawful reason. If a Contract is not issued, the
premium will be returned to 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
ISSUE AGE MAXIMUM INITIAL PREMIUM
- -------------------- ------------------------
<S> <C>
0-34................ Not available
35-44............... $ 15,000
45-54............... $ 30,000
55-64............... $ 50,000
65-80............... $ 100,000
Over age 80......... Not available
</TABLE>

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

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

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

- the attained age of the Insured must be less than age 86; and
<PAGE>
11

- 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 71-80).

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. The Company reserves the right to obtain
satisfactory evidence of insurability upon any additional premium payments
requiring an increase in Specified Amount. However, we reserve the right to
reject any additional premium payment for any reason.

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

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

ALLOCATION OF PREMIUMS

Upon completion of underwriting, the Company will either issue a Contract, or
deny coverage and return all premiums. If a Contract is issued, the initial
premium payment, plus an amount equal to the interest that would have been
earned had the initial premium been invested in the 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 prospectuses for the Funds which
accompany this prospectus for a description of how the assets of each 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 considerations," Page .)
<PAGE>
12

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
. The following is a summary of the monthly deductions and charges which
constitute the Monthly Deduction Amount:

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

The cost of insurance charge rates 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> <C>
Specified Amount = $ 100,000
Account Value on the Monthly
Activity Date = $ 30,000
Insured's attained age = 45
Death Benefit ratio for age 45 = 2.15
</TABLE>

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

Assume that the Account Value in the above example was $50,000. The Death
Benefit would then be $107,500 (2.15 x $50,000), since this is greater than the
Specified Amount ($100,000). The cost of insurance rates in 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
<PAGE>
13
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. The Company may profit from the mortality and expense risk charge and
may use any profits for any proper purpose, including any difference between the
cost it incurs in distributing the Contracts and the proceeds of the Withdrawal
Charge.

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

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.

CHARGES AGAINST THE FUNDS: The Variable Account purchases shares of the Funds 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 Funds. 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>
VIS Dividend Growth...... 0.59%(1) 0.02% 0.61%
VIS European Growth...... 1.00% 0.17% 1.17%
VIS Utilities............ 0.65%(2) 0.03% 0.68%
VIS Quality Income
Plus.................... 0.50%(3) 0.04% 0.54%
VIP Growth............... 0.61% 0.09% 0.70%
VIP High Income.......... 0.60% 0.11% 0.71%(4)
VIP II Contrafund........ 0.61% 0.11% 0.72%(4)
Dreyfus Socially
Responsible Growth...... 0.75%(5) 0.58% 1.27%(7)
VIF Small Company
Stock(6)................ 0.75% 0.65% 1.20%(7)
VIF Growth & Income...... 0.75% 0.20% 0.92%(7)
VIF Money Market......... 0.50% 0.15% 0.62%(7)
MFS Emerging Growth
Series(8)............... 0.75% 0.25% 1.00%
MFS Limited Maturity
Series(8)............... 0.55% 0.45% 1.00%
TCI International........ 1.50% 0.00% 1.50%
TCI Balanced............. 1.00% 0.00% 1.00%
</TABLE>

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

(1) The management fee is 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 is 0.50% and for net assets that exceed $1 billion, the
management fee is 0.475%.

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

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

(4) A portion of the brokerage commissions the fund paid was used to reduce its
expenses. With this reduction, total operating expenses were (for High
Income: 0.71% and Contrafund 0.72% [please note - there were brokerage
commissions paid, but they did not affect these ratios])

(5) The Dreyfus Corporation has undertaken, until December 31, 1996, that if the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary
<PAGE>
14
expenses, but including the management fee, exceed 1.00 of 1% of the value
of the Fund's average daily net assets, the Fund may deduct from the payment
to be made to Dreyfus under the management agreement, or Dreyfus will bear,
such excess expense
(6) The Dreyfus Corporation has undertaken, until December 31, 1996, that if the
aggregate expenses of the Portfolio, exclusive of taxes, brokerage, interest
on borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the management
fee, exceed 1.25 of 1% of the value of the Portfolio's average daily net
assets, the Portfolio may deduct from the payment to be made to Dreyfus
under the management agreement, or Dreyfus will bear, such excess expense.
The Total Fund Expense is an annualized figure based off of actual expenses
incurred during the period from inception (May 1, 1996) to June 30, 1996.

(7) Total Fund Annual Expenses reflect expense reimbursements for The Dreyfus
Socially Responsible Growth Fund, Inc., VIF Small Company Stock, VIF Growth
& Income, and VIF Money Market Portfolios of 0.06%, 0.20%, 0.03% and 0.03%
respectively.

(8) The Adviser has agreed to bear, subject to reimbursement, expenses for each
of the Emerging Growth Series and Limited Maturity Series such that each
Series' aggregate operating expenses shall not exceed, on an annual basis,
1.00% of the average daily net assets of the Series from November 2, 1994
through December 31, 1996, 1.25% of the average daily net assets of the
Series from January 1, 1997 through December 31, 1998, and 1.50% of the
average daily net assets of the Series from January 1, 1999 through December
31, 2004; provided however, that this obligation may be terminated or
revised at any time. See "Information Concerning Shares of Each Series --
Expenses" below. Absent this expense arrangement, "Other Expenses" for the
Emerging Growth Series and Limited Maturity Series would be 2.16% and 1.00%
respectively, and "Total Operating Expenses" would be 2.91% and 1.55%
respectively, for these Series. Each Series has an expense offset
arrangement which reduces the Series' custodian fee based upon the amount of
cash maintained by the Series with its custodian and dividend disbursing
agent and may enter into other such arrangements and directed brokerage
arrangements (which would also have the effect of reducing the Series'
expenses). Any such fee reductions are not reflected under "Other Expenses."

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:

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

After the ninth Contract Year, no Withdrawal Charges will be imposed. In
addition, no Withdrawal Charge will be imposed on any withdrawal to the extent
that aggregate Withdrawal Charges and the federal tax portion of the tax expense
charge imposed would otherwise exceed 9% of 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
YEAR PREMIUM WITHDRAWN
- ------------------- ---------------------------
<S> <C>
1.................. 2.25%
2.................. 2.00%
3.................. 1.75%
4.................. 1.50%
5.................. 1.25%
6.................. 1.00%
7.................. 0.75%
8.................. 0.50%
9.................. 0.25%
10+................ 0.00%
</TABLE>

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

<PAGE>
15

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 Funds, the value of the Loan
Account and the Monthly Deduction Amounts. There is no minimum guaranteed
Account Value.

The Account Value of a particular Contract is related to the net asset value of
the Funds to which premiums 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 .
<PAGE>
16

TRANSFER OF ACCOUNT VALUE

While the Contract remains in force and subject to the Company's transfer rules
then in effect, the Contract Owner may request that part or all of the Account
Value of a particular Variable Sub-Account be transferred to other Variable
Sub-Accounts. The Company reserves the right to impose a $10 charge on each such
transfer in excess of 12 per Contract Year. 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, there is no minimum). Transfers may
be made by written request or by calling toll free 1-800-755-5275. Transfers by
telephone may be made by the Contract Owner's agent of record or
attorney-in-fact pursuant to a power of attorney. Telephone transfers may not be
permitted in some states. The policy of the Company and its agents and
affiliates is that they will not be responsible for losses resulting from acting
upon telephone requests reasonably believed to be genuine. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine; otherwise, the Company may be liable for any losses due
to unauthorized or fraudulent instructions. The procedures the Company follows
for transactions initiated by telephone include requirements that callers on
behalf of a Contract Owner identify themselves and the Contract Owner by name
and social security number or other identifying information. All transfer
instructions by telephone are tape recorded.

As a result of a transfer, the number of Accumulation Units credited to the
Variable Sub-Account from which the transfer is made will be reduced by the
number obtained by dividing the amount transferred by the Accumulation Unit
Value of the 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 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.

AUTOMATIC PORTFOLIO REBALANCING

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

The desired allocation will be the allocation initially selected, unless
subsequently changed. You may change the allocation at any time by giving us
written notice. The new allocation will be effective with the first rebalancing
that occurs after we receive the written request. We are not responsible for
rebalancing that occurs prior to receipt of the written request.

CONTRACT LOANS

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

The loan amount will be transferred pro rata from each Variable Sub-Account
attributable to the Contract (unless the Contract Owner specifies otherwise) to
the Loan Account. The amounts allocated to the Loan Account will be credited
with interest at the loan credited rate set forth in the Contract. Loans will
bear interest at rates determined by the Company from time to time, 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
<PAGE>
17
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 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 Considerations," 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 of at least $50 from the Cash Surrender Value. The
Cash Surrender Value, after the partial withdrawal, must at least equal $2,000;
otherwise, the request will be treated as a request for full surrender. The
partial withdrawal will be deducted pro rata from each Variable Sub-Account,
unless the Contract Owner instructs otherwise. The Specified Amount after the
partial withdrawal will be the greater of:

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

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

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

MATURITY

The Contracts have no maturity date.

LAPSE AND REINSTATEMENT

The Contract will remain in force until the Cash Surrender Value is insufficient
to cover a Monthly Deduction Amount due on a Monthly Activity Date. The Company
will give written notice to the Contract Owner that if an amount shown in the
notice (which will be sufficient to cover the Monthly Deduction Amount(s) due)
is not paid within 61 days ("Grace Period"), there is a danger of lapse.
<PAGE>
18

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.

CANCELLATION AND EXCHANGE RIGHTS

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

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

CONFINEMENT WAIVER BENEFIT

Under the terms of an amendatory endorsement to the Contract, the Company will
waive any Withdrawal Charges on Partial Withdrawals and surrenders of the
Contract requested while the Insured is confined to a qualified long-term care
facility or hospital for a period of more than 90 consecutive days beginning 30
days or more after the 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.

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
<PAGE>
19
the death of the last surviving Insured. The other significant differences
between the last survivor and single life versions are listed below:

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

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

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. Additional tax disclosures applicable to last survivor Contracts are
provided in "Federal Tax Considerations," page ."

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

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

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, the Company will vote
the shares of the Funds at regular and special meetings of the shareholders of
the Funds in accordance with instructions from Contract Owners (or the assignee
of the Contract, as the case may be) having a voting interest in the Variable
Account. The number of shares of a Fund 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 Funds
in its own right, it may elect to do so.

The voting interests of the Contract Owner (or the assignee) in the Funds will
be determined as follows: Contract Owners are entitled to give voting
instructions to the Company with respect to Fund Portfolio shares attributable
to them as described above, determined on the record date for the shareholder
meeting for that Fund. Therefore, if a Contract Owner has taken a loan secured
by the Contract, amounts transferred from the 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 prospectuses for the Funds
which accompany 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 one or more of the Funds or to approve or disapprove an investment advisory
contract for the Funds.

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

STATEMENTS TO CONTRACT OWNERS

The Company will maintain all records relating to the Variable Account and the
Variable Sub-Accounts. At least once each Contract Year, the Company will send
to each Contract Owner a statement showing the Coverage Amount and the Account
Value of the Contract (indicating the number of Accumulation Units credited to
the Contract in each Variable Sub-Account and the corresponding Accumulation
Unit Value), and any outstanding loan secured by the Contract as of the date of
the statement. The statement will also show premium paid, and Monthly Deduction
Amounts under the Contract since the last statement, and any other information
required by any applicable law or regulation.
<PAGE>
20

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 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).
<PAGE>
21

LOUIS G. LOWER, II, 50, Chief Executive Officer and Chairman of the Board
(1995)*

Also 1995 - Present Director of Allstate Indemnity Company; 1995 - Present
Chairman of the Board and Chief Executive Officer of Glenbrook Life Insurance
Company; 1995 - Present Chairman of the Board and Director of Laughlin Group
Holdings, Inc.; 1995 - Present Chairman of the Board and Chief Executive Officer
of Northbrook Life Insurance Company; 1995 - Present Director of Deerbrook
Insurance Company; 1993 - Present Chairman of the Board, President and Director
of The Northbrook Corporation; 1991 - Present Director of Allstate Life
Financial Services, Inc.; 1991 - Present Chairman of the Board, President and
Director of Glenbrook Life Insurance Company; 1990 - Present Director of Saison
Life Insurance Co., LTD.; 1990 - Present Trustee of The Allstate Foundation;
1990 - Present Chairman of the Board and Director of Allstate Settlement
Corporation; 1990 - Present Chairman of the Board, Chief Executive Officer and
Director of Lincoln Benefit Life; 1990 - Present Chairman of the Board, Chief
Executive Officer and Director of Surety Life Insurance Company; 1990 - Present
President and Director of Allstate Life Insurance Company; 1990 - Present
Director of Northbrook Life Insurance Company; 1990 - Present Chairman of the
Board, President and Director of Allstate Life Insurance Company of New York;
1987 - Present Director of Allstate Insurance Company.

MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1992)*

Also from 1995 - Present Secretary and Director of Laughlin Group Holdings,
Inc.; 1994 - Present Secretary of Allstate Life Financial Services, Inc.; 1994 -
Present Secretary of Allstate Settlement Corporation; 1993 - Present Director
and Secretary of The Northbrook Corporation; 1993 - Present Director of Allstate
Life Financial Services, Inc.; 1993 - Present Director of Allstate Settlement
Corporation; 1993 - Present Vice President, Secretary and General Counsel of
Allstate Life Insurance Company of New York; 1992 - Present Director of Allstate
Life Insurance Company of New York; 1992 - Present Director and Vice President,
Secretary and General Counsel of Allstate Life Insurance Company; 1992 - Present
Director and Vice President, Secretary and General Counsel of Northbrook Life
Insurance Company; 1992 - Present Director of Surety Life Insurance Company;
1992 - Present Director of Lincoln Benefit Life Company; 1992 - Present Director
and Vice President, Secretary and General Counsel of Glenbrook Life Insurance
Company.

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

Also from 1995 - Present Director of Laughlin Group Holdings, Inc.; 1996 -
Present Director of The Northbrook Corporation; 1990 - Present Director of
Glenbrook Life Insurance Company; 1989 - Present Vice President of Allstate Life
Insurance Company of New York; 1995 - Present Director of Surety Life Insurance
Company; 1990 - Present Director of Lincoln Benefit Life Company; 1988 - Present
Vice President and Director of Allstate Life Insurance Company; 1996 - Present
Director, President and Chief Operating Officer of Northbrook Life Insurance
Company.

G. CRAIG WHITEHEAD, 50, Senior Vice President and Director (1995)*

Also 1995 - Present Director of Laughlin Group Holdings, Inc.; 1995 - Present
Director of Glenbrook Life Insurance Company; 1991 - Present Assistant Vice
President of Allstate Life Insurance Company; 1991 - Present Assistant Vice
President of Glenbrook Life Insurance Company.

BARRY S. PAUL, 41, Assistant Vice President and Controller (1992)*

Also 1995 - Present Controller of Allstate Life Insurance Company; 1995 -
Present Controller of Northbrook Life Insurance Company; 1995 - Present
Controller of Allstate Settlement Corporation; 1991 - Present Assistant Vice
President and Controller of Allstate Life Insurance Company of New York; 1991 -
President Assistant Vice President and Controller of Glenbrook Life Insurance
Company; 1988 - Present Assistant Vice President of Northbrook Life Insurance
Company; and 1988 - Present Assistant Vice President of Allstate Life Insurance
Company.

JAMES P. ZILS, 45, Treasurer (1995)*

Also 6/10/96 - Present Vice President and Treasurer of Allstate Investment
Management Company; 1995 - Present Treasurer Laughlin Group Holdings, Inc.; 1995
- -Present Treasurer of Allstate Life Insurance Company of New York; 1995 -
Present Treasurer of Allstate Life Financial Services, Inc.; 1995 - Present
Treasurer of Allstate Life Insurance Company; 1995 - Present Treasurer of
Allstate Settlement Corporation; 1995 - Present Treasurer of Glenbrook Life
Insurance Company; 1995 - Present Treasurer of Northbrook Life Insurance
Company; 1995 - Present Treasurer of The Northbrook Corporation; 1995 - Present
Vice President and Treasurer of AEI Group, Inc.; 1995 - Present Treasurer of
Allstate International Inc.; 1995 - Present Vice President and Treasurer of
Allstate Motor Club, Inc.; 1995 - Present Vice President and Treasurer of Direct
Marketing Center Inc.; 1995 - Present Vice President and Treasurer of
Enterprises Services Corporation; 1995 - Present Treasurer of The Allstate
Foundation; 1995 - Present Vice President and Treasurer of Forestview Mortgage
Insurance Company; 1995 - Present Vice President and Treasurer of Allstate
Indemnity Company; 1995 - Present Treasurer Allstate Insurance Company; 1995 -
Present Vice President and Treasurer of Allstate Property

<PAGE>
22

and Casualty; 1995 - Present Treasurer of Deerbrook Insurance; 1995 - Present
Vice President and Treasurer of First Assurance Company; 1993 - Present Vice
President of Allstate Insurance Company; 1991 - 1993 Assistant Vice President of
Allstate Insurance Company.

CASEY J. SYLLA, 53, Chief Investment Officer (1995)*

Also 6/10/96 - Present Chairman of the Board, President and Director of Allstate
Investment Management Company; 4/5/96 - Present Executive Vice President and
Chief Investment Officer of Allstate International Inc.; 1995 - Present Chief
Investment Officer of AEI Group, Inc.; 1995 - Present Chief Investment Officer
of Allstate County Mutual; 1995 - Present Director of Allstate Insurance
Company; 1995 - Present Director of Allstate Indemnity Company; 1995 - Present
Chief Investment Officer of Allstate International Inc.; 1995 - Present Chief
Investment Officer of Allstate Motor Club, Inc.; 1995 - Present Director of
Allstate Property and Casualty Insurance Company; 1995 - Present Chief
Investment Officer of Allstate Texas Lloyd's, Inc.; 1995 - Present Director of
Deerbrook Insurance Company; 1995 - Present Chief Investment Officer of Direct
Marketing Center Inc.; 1995 - Present Chief Investment Officer of Enterprises
Services Corporation; 1995 - Present Director of First Assurance Company; 1995 -
Present Chief Investment Officer of Tech-Cor, Inc.; 1995 - Present Chief
Investment Officer of The Allstate Foundation; 1995 - Present Chief Investment
Officer of Allstate Life Insurance Company of New York; 1995 - Present Chief
Investment Officer and Director of Allstate Life Insurance Company; 1995 -
Present Chief Investment Officer of Northbrook Life Insurance Company; 1995 -
Present Chief Investment Officer of Glenbrook Life Insurance Company; 1995 -
Present Chief Investment Officer of Allstate Settlement Corporation; 1995 -
Present Chief Investment Officer of The Northbrook Corporation; 1995 - Present
Senior Vice President and Chief Investment Officer of Allstate Insurance
Company; 1995 - Present Senior Vice President and Chief Investment Officer of
Allstate Indemnity; 1995 - Present Senior Vice President and Chief Investment
Officer of Allstate Property and Casualty; 1995 - Present Senior Vice President
and Chief Investment Officer of Deerbrook; 1995 - Present Senior Vice President
and Chief investment Officer of First Assurance; 1992 - 1995 Senior Vice
President and Executive Officer Investments of Northwestern Mutual Life
Insurance Company.

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

He is also currently a Director of Allstate Life Financial Services, Inc.; Vice
President and Director of Allstate Life Insurance Company, Allstate Life
Insurance Company of New York, Allstate Settlement Corporation; Director of
Laughlin Group Holdings, Inc. and Northbrook Life Insurance Company; Vice
President of the Northbrook
Corporation and Assistant Treasurer of the Allstate Corporation and Forestview
Mortgage Insurance Company. From 1995 to 1996 he served in various capacities
within the Allstate Corporation. Prior to 1995, he was Assistant Treasurer and
Director for Sears Roebuck and Company.

JOHN R. HUNTER, 41, Director (1996)*

He is also currently Assistant Vice President of Allstate Life Insurance
Company, Allstate Life Insurance Company of New York; Director of Glenbrook Life
Insurance Company; Assistant Vice President and Director of Northbrook Life
Insurance Company. Prior to 1996 he served in various capacities with the
Allstate Life Insurance Company.

* Date elected to current office.

DISTRIBUTION OF THE CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business. The Contracts will be sold by life insurance sales
representatives who represent the Company and who are registered representatives
of Allstate Life Financial Services, Inc. ("ALFS") or certain other registered
broker-dealers. Any sales representative or employee will have been qualified to
sell variable life insurance contracts under applicable Federal and state laws.
Each broker-dealer is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 and all are members of the National
Association of Securities Dealers, Inc.

ALFS, the principal underwriter for the Contracts, was incorporated on March 25,
1988 under the laws of the State of Illinois. Its principal business offices are
located 3100 Sanders Road, Northbrook, Illinois. ALFS' officers and employees
are covered by a brokers' blanket bond in the amount of $5,000,000. The maximum
sales commission payable to Company agents, independent registered insurance
brokers, and other registered broker-dealers is 7.25% of initial and subsequent
premiums. From time to time, the Company may pay or permit other promotional
incentives, in cash or credit or other compensation.
<PAGE>
23

SAFEKEEPING OF THE VARIABLE
ACCOUNT'S ASSETS

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

FEDERAL TAX CONSIDERATIONS

INTRODUCTION

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. THE
COMPANY MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR
TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax
consequences of ownership or purchase of a life insurance contract depend upon
the individual circumstances of each person. If you are concerned about any tax
consequences with regard to your individual circumstances, you should consult a
qualified tax advisor.

TAXATION OF THE COMPANY AND THE VARIABLE ACCOUNT

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

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

TAXATION OF CONTRACT BENEFITS

For Federal income tax purposes, the Contracts should be treated as life
insurance contracts under Section 7702 of the Code. The death benefit under a
life insurance contract is excluded from the gross income of the beneficiary.
Also, a life insurance contract owner is generally not taxed on increments in
the contract value until the contract is partially or completely surrendered.
Section 7702 limits the amount of premiums that may be invested in a contract
that is treated as life insurance. The Company intends to monitor the premium
levels to assure compliance with the Section 7702 requirements. The Company
reserves the right to amend the Contracts to comply with future changes in the
Code, any regulations or rulings under the Code and any other requirements
imposed by the Internal Revenue Service.

LAST SURVIVOR CONTRACTS: Although the Company believes that the last survivor
Contracts are in compliance with Section 7702 of the Code, the manner in which
Section 7702 should be applied to certain features of a joint survivorship life
insurance contract is not directly addressed by Section 7702. In the absence of
final regulations or other guidance issued under Section 7702, there is
necessarily some uncertainty whether a last survivor Contract will meet the
Section 7702 definition of a life insurance contract.

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.

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
<PAGE>
24
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 beneficial tax treatment accorded to life insurance. That
is, 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. A distribution from a
modified endowment contract during the life of the Insured will be taxed to the
extent of any accumulated income in the contract (generally, the excess of
account value over premiums paid). Any amounts that are taxable withdrawals will
be subject to a 10% additional tax, with certain exceptions: (1) distributions
made on or after the date on which the taxpayer attains age 59 1/2; (2)
distributions attributable to the taxpayer's becoming disabled (within the
meaning of Section 72(m)(7) of the Code); or (3) any distribution that is part
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the taxpayer or the joint
lives (or joint life expectancies) of such taxpayer and his or her beneficiary.

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

DIVERSIFICATION REQUIREMENTS

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

ADDITIONAL INFORMATION ABOUT THE COMPANY

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

LEGAL PROCEEDINGS

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

LEGAL MATTERS

Sutherland, Asbill & Brennan., 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
<PAGE>
25
made for further information concerning the Variable Account, the Funds, the
Company, and the Contracts.

EXPERTS

The financial statements of the Company as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995 and the related
financial statement schedule included in this Prospectus have been audited by
Deloitte & Touche LLP, Two Prudential Plaza, 180 North Stetson Avenue, Chicago,
IL 60601-6779, independent auditors, as stated in their report appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

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

FINANCIAL INFORMATION

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

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

We have audited the accompanying Statements of Financial Position of Glenbrook
Life and Annuity Company as of December 31, 1995 and 1994, and the related
Statements of Operations, Shareholder's Equity and Cash Flows for each of the
three years in the period ended December 31, 1995. Our audits also included
Schedule IV -- Reinsurance. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Glenbrook Life and Annuity Company as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995 in conformity
with generally accepted accounting principles. Also, in our opinion, Schedule IV
- -- Reinsurance, when considered in relation to the basic financial statements
taken as a whole, presents fairly, in all material respects, the information set
forth therein.

As discussed in Note 3 to the financial statements, in 1993 the Company changed
its method of accounting for investments in fixed income securities.

/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois

March 1, 1996

F-1
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
------------ ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities
Available for sale, at fair value (amortized cost $44,112 and $51,527).................. $ 48,815 $ 49,807
Short-term................................................................................ 2,102 924
------------ ----------
Total investments..................................................................... 50,917 50,731
Reinsurance recoverable from Allstate Life Insurance Company................................ 1,340,925 696,854
Cash........................................................................................ 264
Deferred income taxes....................................................................... 542
Other assets................................................................................ 2,021 2,118
Separate Accounts........................................................................... 15,578
------------ ----------
Total assets.......................................................................... $ 1,409,705 $ 750,245
------------ ----------
------------ ----------
Liabilities
Contractholder funds........................................................................ $ 1,340,925 $ 696,854
Income taxes payable........................................................................ 1,637 605
Deferred income taxes....................................................................... 1,828
Net payable to Allstate Life Insurance Company.............................................. 255 128
Separate Accounts........................................................................... 5,048
------------ ----------
Total liabilities..................................................................... 1,349,693 697,587
------------ ----------
Shareholder's equity
Common stock ($500 par value, 4,200 shares authorized, issued, and outstanding)............. 2,100 2,100
Additional capital paid-in.................................................................. 49,641 49,641
Unrealized net capital gains (losses)....................................................... 3,357 (1,118)
Retained income............................................................................. 4,914 2,035
------------ ----------
Total shareholder's equity............................................................ 60,012 52,658
------------ ----------
Total liabilities and shareholder's equity............................................ $ 1,409,705 $ 750,245
------------ ----------
------------ ----------
</TABLE>

See notes to financial statements.

F-2
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Net investment income................................................................... $ 3,996 $ 2,017 $ 753
Realized capital gains (losses)......................................................... 459 83
--------- --------- ---------
Income before income taxes................................................................ 4,455 2,017 836
Income tax expense........................................................................ 1,576 723 307
--------- --------- ---------
Net income................................................................................ $ 2,879 $ 1,294 $ 529
--------- --------- ---------
--------- --------- ---------
</TABLE>

See notes to financial statements.

F-3
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL NET CAPITAL
COMMON CAPITAL GAINS RETAINED
STOCK PAID-IN (LOSSES) INCOME TOTAL
----------- ----------- ------------- ----------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1992.................................. $ 2,100 $ 9,641 $ (10) $ 212 $ 11,943
Net income................................................ 529 529
Change in unrealized net capital gains and losses......... 703 703
----------- ----------- ------------- ----------- ---------
Balance, December 31, 1993.................................. 2,100 9,641 693 741 13,175
Net income................................................ 1,294 1,294
Capital contribution...................................... 40,000 40,000
Change in unrealized net capital gains and losses......... (1,811) (1,811)
----------- ----------- ------------- ----------- ---------
Balance, December 31, 1994.................................. 2,100 49,641 (1,118) 2,035 52,658
Net income................................................ 2,879 2,879
Change in unrealized net capital gains and losses......... 4,475 4,475
----------- ----------- ------------- ----------- ---------
Balance, December 31, 1995.................................. $ 2,100 $ 49,641 $ 3,357 $ 4,914 $ 60,012
----------- ----------- ------------- ----------- ---------
----------- ----------- ------------- ----------- ---------
</TABLE>

See notes to financial statements.

F-4
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities
Net income......................................................................... $ 2,879 $ 1,294 $ 529
Adjustments to reconcile net income to net cash from operating activities
Deferred income taxes............................................................ (39)
Realized capital gains........................................................... (459) (83)
Changes in other operating assets and liabilities................................ 1,217 (180) 656
--------- --------- ---------
Net cash from operating activities............................................. 3,598 1,114 1,102
--------- --------- ---------
Cash flows from investing activities
Fixed income securities available for sale
Proceeds from sales.............................................................. 7,836 3,015
Investment collections........................................................... 1,568 649 969
Investment purchases............................................................. (1,491) (42,729) (3,737)
Participation in Separate Account.................................................. (10,069)
Change in short-term investments, net.............................................. (1,178) 667 (1,102)
--------- --------- ---------
Net cash from investing activities............................................. (3,334) (41,413) (855)
--------- --------- ---------
Cash flows from financing activities
Capital contribution............................................................... 40,000
--------- --------- ---------
Net cash from financing activities............................................. 40,000
--------- --------- ---------
Net increase (decrease) in cash...................................................... 264 (299) 247
Cash at beginning of year............................................................ 299 52
--------- --------- ---------
Cash at end of year.................................................................. $ 264 -- $ 299
--------- --------- ---------
--------- --------- ---------
</TABLE>

See notes to financial statements.

F-5
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
($ IN THOUSANDS)

1. ORGANIZATION AND NATURE OF OPERATIONS
Glenbrook Life and Annuity Company (the "Company") is wholly owned by
Allstate Life Insurance Company ("Allstate Life"), which is wholly owned by
Allstate Insurance Company ("Allstate"), a wholly-owned subsidiary of The
Allstate Corporation (the "Corporation"). On June 30, 1995, Sears, Roebuck and
Co. ("Sears") distributed its 80.3% ownership in the Corporation to Sears common
shareholders through a tax-free dividend (the "Distribution").

The Company develops and markets flexible premium deferred variable annuity
contracts and single and flexible premium deferred annuities to individuals
through banks and financial institutions in the United States.

Annuity contracts issued by the Company are subject to discretionary withdrawal
or surrender by the contractholder, subject to applicable surrender charges.
These contracts are reinsured with Allstate Life (Note 4) which selects assets
to meet the anticipated cash flow requirements of the assumed liabilities.
Allstate Life utilizes various modeling techniques in managing the relationship
between assets and liabilities and employs strategies to maintain investments
which are sufficiently liquid to meet obligations to contractholders in various
interest rate scenarios.

The Company monitors economic and regulatory developments which have the
potential to impact its business. Currently there is proposed legislation which
would permit banks greater participation in securities businesses, which could
eventually present an increased level of competition for sales of the Company's
annuity contracts. Furthermore, the federal government may enact changes which
could possibly eliminate the tax-advantaged nature of annuities or eliminate
consumers' need for tax deferral, thereby reducing the incentive for customers
to purchase the Company's products. While it is not possible to predict the
outcome of such issues with certainty, management evaluates the likelihood of
various outcomes and develops strategies, as appropriate, to respond to such
challenges.

Certain reclassifications have been made to the prior year financial statements
to conform to the presentation for the current year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LIFE INSURANCE ACCOUNTING

The Company sells long-duration contracts that do not involve significant risk
of policyholder mortality or morbidity (principally single and flexible premium
annuities) which are considered investment contracts.

CONTRACTHOLDER FUNDS

Contractholder funds arise from the issuance of individual and group annuities
that include an investment component. Payments received are recorded as
interest-bearing liabilities. Contractholder funds are equal to deposits
received and interest accrued to the benefit of the contractholder less
withdrawals, mortality charges and administrative expenses. Credited interest
rates on contractholder funds ranged from 3.0% to 7.4% for those contracts with
fixed interest rates and from 4.25% to 7.9% for those with flexible rates during
1995.

SEPARATE ACCOUNTS

During 1995, the Company issued flexible premium deferred variable annuity
contracts, the assets and liabilities of which are legally segregated and
reflected in the accompanying statements of financial position as assets and
liabilities of the Separate Accounts (Glenbrook Life and Annuity Company
Variable Annuity Account and Glenbrook Life and Annuity Company Separate Account
A), unit investment trusts registered with the Securities and Exchange
Commission. Assets of the Separate Accounts are invested in funds of management
investment companies. For certain variable annuity contracts, the Company has
entered into an exclusive distribution arrangement with distributors.

The assets of the Separate Accounts are carried at fair value. Unrealized gains
and losses on the Company's participation in the Separate Account, net of
deferred income taxes, is shown as a component of shareholder's equity. The
Company's participation in the Separate Account, amounting to $10,530 at
December 31, 1995, is subject to certain withdrawal restrictions which are
dependent upon aggregate fund net asset values. In addition, limitations exist
with regard to the maximum amount which can be withdrawn by the Company within
any 30-day period.

Investment income and realized gains and losses of the Separate Accounts, other
than the portion related to the Company's participation, accrue directly to the
contractholders and, therefore, are not included in the accompanying statements
of

F-6
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
operations. Revenues to the Company from the Separate Accounts consist of
contract maintenance fees, administrative fees and mortality and expense risk
charges, which are entirely ceded to Allstate Life.

REINSURANCE

Beginning June 5, 1992, the Company reinsures all new business to Allstate Life
(Note 4). Life insurance in force prior to that date is ceded to non-affiliated
reinsurers.

Contract charges and credited interest are ceded and reflected net of such
cessions in the statements of operations. Reinsurance recoverable and
contractholder funds are reported separately in the statements of financial
position.

INVESTMENTS

Fixed income securities include bonds and mortgage-backed securities. Fixed
income securities are carried at fair value. The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a separate
component of shareholder's equity. Provisions are made to write down the
carrying value of fixed income securities for declines in value that are other
than temporary. Such writedowns are included in realized capital gains and
losses.

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

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

INCOME TAXES

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

USE OF ESTIMATES

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

3. ACCOUNTING CHANGE

Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 115 requires that investments classified
as available for sale be carried at fair value. Previously, fixed income
securities classified as available for sale were carried at the lower of
amortized cost or fair value, determined in the aggregate. Unrealized holding
gains and losses are reflected as a separate component of shareholder's equity,
net of deferred income taxes. The net effect of adoption of this statement
increased shareholder's equity at December 31, 1993 by $693, with no impact on
net income.

4. RELATED PARTY TRANSACTIONS

REINSURANCE

Contract charges ceded to Allstate Life under reinsurance agreements were $1,523
and $409 in 1995 and 1994, respectively. Credited interest and expenses ceded to
Allstate Life amounted to $71,905 and $26,177 in 1995 and 1994, respectively.
Investment income earned on the assets which support contractholder funds is not
included in the Company's financial statements as those assets were transferred
to Allstate Life under the terms of reinsurance treaties. Reinsurance ceded
arrangements do not discharge the Company as the primary insurer.

F-7
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS (CONTINUED)
BUSINESS OPERATIONS

The Company utilizes services and business facilities owned or leased, and
operated by Allstate in conducting its business activities. The Company
reimburses Allstate for the operating expenses incurred by Allstate on behalf of
the Company. The cost to the Company is determined by various allocation methods
and is primarily related to the level of services provided. Operating expenses,
including compensation and retirement and other benefit programs, allocated to
the Company were $348, $271 and $59 in 1995, 1994 and 1993, respectively.
Investment-related expenses are retained by the Company. All other costs are
assumed by Allstate Life under reinsurance treaties.

LAUGHLIN GROUP

Laughlin Group, Inc. ("Laughlin"), a wholly-owned subsidiary of Laughlin Group
Holdings Inc., a wholly-owned subsidiary of Allstate Life which was acquired in
September 1995, is a third-party marketer which distributes the products of
insurance carriers including the Company. Laughlin markets the Company's
flexible premium deferred variable annuity contracts and flexible premium
deferred annuities. Sales commissions paid to Laughlin subsequent to the
acquisition date of $3,439 were ceded to Allstate Life.

5. INCOME TAXES

Allstate Life and its life insurance subsidiaries, including the Company, will
file a consolidated federal income tax return. Tax liabilities and benefits
realized by the consolidated group are allocated as generated by the respective
subsidiaries, whether or not such benefits generated by the subsidiaries would
be available on a separate return basis. The Corporation and its domestic
subsidiaries including the Company (the "Allstate Group"), will be eligible to
file a consolidated tax return beginning in the year 2000.

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

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

The components of the deferred income tax assets and liabilities at December 31,
1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Unrealized net capital losses on fixed income securities.............................................. -- $ 602
Other................................................................................................. 4
--------- ---------
Total deferred assets............................................................................... -- 606
--------- ---------
--------- ---------
Unrealized net capital gains on fixed income securities............................................... $ (1,807)
Difference in tax bases of investments................................................................ (21)
Other................................................................................................. (64)
--------- ---------
Total deferred liabilities.......................................................................... (1,828) (64)
--------- ---------
Net deferred (liability) asset...................................................................... $ (1,828) $ 542
--------- ---------
--------- ---------
</TABLE>

F-8
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

5. INCOME TAXES (CONTINUED)
The components of income tax expense are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Current................................................................................... $ 1,615 $ 652 $ 290
Deferred.................................................................................. (39) 71 17
--------- --------- ---------
Income tax expense...................................................................... $ 1,576 $ 723 $ 307
--------- --------- ---------
--------- --------- ---------
</TABLE>

The Company paid income taxes of $874, $57 and $290 in 1995, 1994 and 1993,
respectively, under the Tax Sharing Agreement. The Company had income taxes
payable to Allstate Life of $1,637 and $605 at December 31, 1995 and 1994,
respectively.

6. INVESTMENTS

FAIR VALUES

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

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED --------------------
COST GAINS LOSSES FAIR VALUE
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1995
U.S. government and agencies................................................. $ 24,722 $ 3,470 -- $ 28,192
Corporate.................................................................... 1,304 120 1,424
Mortgage-backed securities................................................... 18,086 1,113 19,199
----------- --------- --------- -----------
Totals..................................................................... $ 44,112 $ 4,703 -- $ 48,815
----------- --------- --------- -----------
----------- --------- --------- -----------
AT DECEMBER 31, 1994
U.S. government and agencies................................................. $ 31,005 $ 30 $ 1,126 $ 29,909
Mortgage-backed securities................................................... 20,522 624 19,898
----------- --------- --------- -----------
Total...................................................................... $ 51,527 $ 30 $ 1,750 $ 49,807
----------- --------- --------- -----------
----------- --------- --------- -----------
</TABLE>

SCHEDULED MATURITIES

The scheduled maturities of fixed income securities available for sale at
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
----------- ---------
<S> <C> <C>
Due in one year or less.......................................................................... $ 398 $ 403
Due after one year through five years............................................................
Due after five years through ten years........................................................... 15,883 17,681
Due after ten years.............................................................................. 9,745 11,532
----------- ---------
26,026 29,616
Mortgage-backed securities....................................................................... 18,086 19,199
----------- ---------
Total.......................................................................................... $ 44,112 $ 48,815
----------- ---------
----------- ---------
</TABLE>

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

F-9
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

6. INVESTMENTS (CONTINUED)
UNREALIZED NET CAPITAL GAINS AND LOSSES

Unrealized net capital gains and losses on fixed income securities and the
Company's participation in the Separate Account included in shareholder's equity
at December 31, 1995 are as follows:

<TABLE>
<CAPTION>
UNREALIZED
AMORTIZED FAIR NET GAINS/
COST VALUE (LOSSES)
----------- --------- -----------
<S> <C> <C> <C>
Fixed income securities.............................................................. $ 44,112 $ 48,815 $ 4,703
Participation in Separate Account.................................................... 10,069 10,530 461
Deferred income taxes................................................................ (1,807)
-----------
Total.............................................................................. $ 3,357
-----------
-----------
</TABLE>

The change in unrealized net capital gains and losses for fixed income
securities and the Company's participation in the Separate Account is as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Fixed income securities.................................................................. $ 6,423 $ (2,786) $ 1,076
Participation in Separate Account in 1995................................................ 461
Deferred income taxes.................................................................... (2,409) 975 (373)
--------- --------- ---------
Change in unrealized net capital gains and losses........................................ $ 4,475 $ (1,811) $ 703
--------- --------- ---------
--------- --------- ---------
</TABLE>

COMPONENTS OF NET INVESTMENT INCOME

Investment income by investment type is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Investment income:
Fixed income securities.................................................................... $ 3,850 $ 1,984 $ 729
Short-term................................................................................. 113 48 35
Participation in Separate Account in 1995.................................................. 69
--------- --------- ---------
Investment income, before expense............................................................ 4,032 2,032 764
Investment expense........................................................................... 36 15 11
--------- --------- ---------
Net investment income........................................................................ $ 3,996 $ 2,017 $ 753
--------- --------- ---------
--------- --------- ---------
</TABLE>

REALIZED CAPITAL GAINS AND LOSSES

Realized capital gains on investments are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
----------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Fixed income securities............................................................................. $459 $ -- $83
Income tax.......................................................................................... 161 29
---- ---- ----
Net realized gains.................................................................................. $298 $ -- $54
---- ---- ----
---- ---- ----
</TABLE>

PROCEEDS FROM SALES OF FIXED INCOME SECURITIES

The proceeds from sales of investments in fixed income securities, excluding
calls, were $7,836 and $3,015, with related gross realized gains of $459 and $22
for 1995 and 1993, respectively. There were no such amounts realized in 1994.

F-10
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

6. INVESTMENTS (CONTINUED)
SECURITIES ON DEPOSIT

At December 31, 1995, fixed income securities with a carrying value of $10,085
were on deposit with regulatory authorities as required by law.

7. FINANCIAL INSTRUMENTS
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value of all financial
assets other than fixed income securities and all liabilities other than
contractholder funds approximates their carrying value as they are short-term in
nature.

Fair values for fixed income securities are based on quoted market prices. The
December 31, 1995 and 1994 fair values and carrying values of fixed income
securities are discussed in Note 6.

The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the fund balance less surrender charge. The fair value of immediate
annuities with fixed terms are estimated using discounted cash flow calculations
based on interest rates currently offered for contracts with similar terms and
duration. Contractholder funds on investment contracts had a carrying value of
$1,340,925 at December 31, 1995 and a fair value of $1,282,248. The carrying
value and fair value at December 31, 1994 were $696,854 and $670,930,
respectively.

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

<TABLE>
<CAPTION>
NET INCOME
YEAR ENDED
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Balance per generally accepted accounting principles.................................... $ 2,879 $ 1,294 $ 529
Income taxes.......................................................................... (164) 29 8
Interest maintenance reserve.......................................................... (53) 27
Non-admitted assets and statutory reserves............................................ (46) 15 (47)
--------- --------- ---------
Balance per statutory accounting practices.............................................. $ 2,669 $ 1,285 $ 517
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
SHAREHOLDER'S
EQUITY
DECEMBER 31,
----------------
1995 1994
------- -------
<S> <C> <C>
Balance per generally accepted accounting principles............................ $60,012 $52,658
Income taxes.................................................................. 698 (575)
Unrealized net capital gains (losses)......................................... (4,703) 1,719
Non-admitted assets and statutory reserves.................................... (1,702) (1,635)
------- -------
Balance per statutory accounting practices...................................... $54,305 $52,167
------- -------
------- -------
</TABLE>

PERMITTED STATUTORY ACCOUNTING PRACTICES

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

F-11
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ IN THOUSANDS)

8. STATUTORY FINANCIAL INFORMATION (CONTINUED)
DIVIDENDS

The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by insurance companies without the prior approval of
the state insurance regulator is limited to formula amounts based on net income
and capital and surplus, determined in accordance with statutory accounting
practices, as well as the timing and amount of dividends paid in the preceding
twelve months. The maximum amount of dividends that the Company can distribute
during 1996 without prior approval of both the Illinois and California
Departments of Insurance is $5,220.

F-12
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
SCHEDULE IV--REINSURANCE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Life insurance in force.............................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Life and annuities................................................................. $ 6,571 $ 6,571 $ --
--------- --------- ---------
--------- --------- ---------

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

GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Life insurance in force.............................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Life............................................................................... 6 6 --
Contract charges................................................................... 70 70 --
--------- --------- ---------
$ 76 $ 76 $ --
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-13
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ -------------
<S> <C> <C>
(UNAUDITED)

<CAPTION>
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities available for sale, at fair value (amortized cost
$45,730 and $44,112)........................................................... $ 47,344 $ 48,815
Short-term...................................................................... 2,070 2,102
------------ -------------
Total investments............................................................. 49,414 50,917
Reinsurance recoverable from Allstate Life Insurance Company...................... 1,713,632 1,340,925
Cash.............................................................................. 2,804 264
Other assets...................................................................... 2,339 2,021
Separate Accounts................................................................. 99,079 15,578
------------ -------------
Total assets.................................................................. $ 1,867,268 $ 1,409,705
------------ -------------
------------ -------------
Liabilities
Contractholder funds.............................................................. $ 1,713,632 $ 1,340,925
Income taxes payable.............................................................. 2,520 1,637
Deferred income taxes............................................................. 942 1,828
Net payable to Allstate Life Insurance Company.................................... 2,721 255
Separate Accounts................................................................. 87,902 5,048
------------ -------------
Total liabilities............................................................. 1,807,717 1,349,693
------------ -------------
Shareholder's equity
Common stock, $500 par value, 4,200 shares authorized, issued and outstanding..... 2,100 2,100
Additional capital paid-in........................................................ 49,641 49,641
Unrealized net capital gains...................................................... 1,697 3,357
Retained income................................................................... 6,113 4,914
------------ -------------
Total shareholder's equity.................................................... 59,551 60,012
------------ -------------
Total liabilities and shareholder's equity.................................... $ 1,867,268 $ 1,409,705
------------ -------------
------------ -------------
</TABLE>

See notes to financial statements.

F-14
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues
Net investment income...................................................... $ 941 $ 1,022 $ 1,864 $ 2,018
--------- --------- --------- ---------
Income before income taxes................................................... 941 1,022 1,864 2,018
Income tax expense........................................................... 336 363 665 717
--------- --------- --------- ---------
Net income................................................................... $ 605 $ 659 $ 1,199 $ 1,301
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

See notes to financial statements.

F-15
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1996 1995
----------- ---------
<S> <C> <C>
(UNAUDITED)

<CAPTION>
($ IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities
Net income.............................................................................. $ 1,199 $ 1,301
Adjustments to reconcile net income to net cash from operating activities
Deferred income taxes................................................................. 7 25
Changes in other operating assets and liabilities..................................... 3,012 478
----------- ---------
Net cash from operating activities.................................................. 4,218 1,804
----------- ---------
Cash flows from investing activities
Fixed income securities
Investment collections................................................................ 1,389 685
Investment purchases.................................................................. (2,989) (1,491)
Change in short-term investments, net................................................... 32 (998)
Participation in Separate Account....................................................... (110)
----------- ---------
Net cash from investing activities.................................................. (1,678) (1,804)
----------- ---------
Net increase in cash...................................................................... 2,540 0
Cash at beginning of period............................................................... 264 0
----------- ---------
Cash at end of period..................................................................... $ 2,804 $ 0
----------- ---------
----------- ---------
</TABLE>

See notes to financial statements.

F-16
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
($ IN THOUSANDS)

1. BASIS OF PRESENTATION

Glenbrook Life and Annuity Company (the "Company") is wholly owned by Allstate
Life Insurance Company ("Allstate Life"), which is wholly owned by Allstate
Insurance Company, a wholly-owned subsidiary of The Allstate Corporation.

The statements of financial position as of June 30, 1996, the statements of
operations for the three-month and six-month periods ended June 30, 1996 and
1995, and the statements of cash flows for the six-month periods then ended are
unaudited. These interim financial statements reflect all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for the fair presentation of the financial position,
results of operations and cash flows for the interim periods. The financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Glenbrook Life and Annuity Company Annual Report on Form
10K for 1995. The results of operations for the interim periods should not be
considered indicative of results to be expected for the full year.

To conform with the 1996 presentation, certain items in the prior year's
financial statements have been reclassified.

2. REINSURANCE

The Company reinsures substantially all business with Allstate Life. Contract
charges ceded to Allstate Life under reinsurance agreements were $1,480 and $806
for the six-month periods ended June 30, 1996 and 1995, respectively. Credited
interest and expenses ceded to Allstate Life amounted to $52,768 and $29,890 for
the six-month periods ended June 30, 1996 and 1995, respectively. Investment
income earned on the assets which support contractholder funds was excluded from
the Company's financial statements as those assets were transferred to Allstate
Life under the terms of reinsurance treaties. Reinsurance ceded arrangements do
not discharge the Company as the primary insurer.

F-17
<PAGE>
APPENDIX A

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

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

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

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

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

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

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

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

A-1
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $39,998
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS --------------------------------- ---------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,858 10,008 39,998 10,781 9,931 39,998
2 11,025 11,792 10,963 39,998 11,630 10,801 39,998
3 11,576 12,809 12,002 39,998 12,553 11,746 39,998
4 12,155 13,918 13,174 39,998 13,558 12,815 39,998
5 12,763 15,125 14,488 39,998 14,654 14,016 39,998
6 13,401 16,440 15,909 39,998 15,848 15,317 39,998
7 14,071 17,873 17,448 39,998 17,152 16,727 39,998
8 14,775 19,433 19,115 39,998 18,575 18,256 39,998
9 15,513 21,133 20,921 39,998 20,131 19,919 39,998
10 16,289 22,985 22,985 39,998 21,835 21,835 39,998
11 17,103 25,127 25,127 39,998 23,801 23,801 39,998
12 17,959 27,472 27,472 40,110 25,972 25,972 39,998
13 18,856 30,040 30,040 42,657 28,376 28,376 40,294
14 19,799 32,855 32,855 45,339 31,030 31,030 42,822
15 20,789 35,941 35,941 48,161 33,944 33,944 45,484
16 21,829 39,329 39,329 51,128 37,141 37,141 48,283
17 22,920 43,035 43,035 55,085 40,639 40,639 52,018
18 24,066 47,090 47,090 59,333 44,466 44,466 56,027
19 25,270 51,526 51,526 63,892 48,653 48,653 60,329
20 26,533 56,381 56,381 68,784 53,235 53,235 64,947
25 33,864 88,452 88,452 102,604 83,405 83,405 96,750
35 55,160 220,110 220,110 231,116 207,287 207,287 217,651
</TABLE>

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

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

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

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

A-2
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $39,998
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,271 9,421 39,998 10,194 9,344 39,998
2 11,025 10,550 9,721 39,998 10,384 9,555 39,998
3 11,576 10,837 10,030 39,998 10,569 9,762 39,998
4 12,155 11,133 10,390 39,998 10,750 10,006 39,998
5 12,763 11,439 10,801 39,998 10,923 10,286 39,998
6 13,401 11,754 11,222 39,998 11,089 10,557 39,998
7 14,071 12,078 11,653 39,998 11,243 10,818 39,998
8 14,775 12,412 12,093 39,998 11,383 11,064 39,998
9 15,513 12,756 12,544 39,998 11,507 11,294 39,998
10 16,289 13,111 13,111 39,998 11,610 11,610 39,998
11 17,103 13,545 13,545 39,998 11,739 11,739 39,998
12 17,959 13,994 13,994 39,998 11,846 11,846 39,998
13 18,856 14,459 14,459 39,998 11,927 11,927 39,998
14 19,799 14,941 14,941 39,998 11,980 11,980 39,998
15 20,789 15,440 15,440 39,998 12,000 12,000 39,998
16 21,829 15,957 15,957 39,998 11,982 11,982 39,998
17 22,920 16,492 16,492 39,998 11,917 11,917 39,998
18 24,066 17,047 17,047 39,998 11,798 11,798 39,998
19 25,270 17,621 17,621 39,998 11,613 11,613 39,998
20 26,533 18,216 18,216 39,998 11,353 11,353 39,998
25 33,864 21,524 21,524 39,998 8,450 8,450 39,998
35 55,160 30,168 30,168 39,998 0 0 39,998
</TABLE>

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

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

** Values reflect investment results using guaranteed cost of insurance rates,
administrative fees, and Mortality and Expense Risk Rates. When the account
value is $0 or less, the Death Benefit is only payable if subsequent premiums
are paid to keep the policy in force.

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

A-3
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 45 MALE
INITIAL FACE AMOUNT: $39,998
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.65% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,684 8,834 39,998 9,606 8,756 39,998
2 11,025 9,376 8,548 39,998 9,207 8,378 39,998
3 11,576 9,078 8,270 39,998 8,802 7,995 39,998
4 12,155 8,787 8,044 39,998 8,390 7,647 39,998
5 12,763 8,505 7,868 39,998 7,970 7,332 39,998
6 13,401 8,231 7,700 39,998 7,538 7,007 39,998
7 14,071 7,964 7,539 39,998 7,093 6,668 39,998
8 14,775 7,705 7,387 39,998 6,631 6,312 39,998
9 15,513 7,454 7,241 39,998 6,148 5,936 39,998
10 16,289 7,209 7,209 39,998 5,642 5,642 39,998
11 17,103 7,007 7,007 39,998 5,131 5,131 39,998
12 17,959 6,809 6,809 39,998 4,588 4,588 39,998
13 18,856 6,615 6,615 39,998 4,011 4,011 39,998
14 19,799 6,427 6,427 39,998 3,395 3,395 39,998
15 20,789 6,242 6,242 39,998 2,736 2,736 39,998
16 21,829 6,062 6,062 39,998 2,027 2,027 39,998
17 22,920 5,886 5,886 39,998 1,259 1,259 39,998
18 24,066 5,714 5,714 39,998 422 422 39,998
19 25,270 5,546 5,546 39,998 0 0 39,998
20 26,533 5,382 5,382 39,998 0 0 39,998
25 33,864 4,618 4,618 39,998 0 0 39,998
35 55,160 3,334 3,334 39,998 0 0 39,998
</TABLE>

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

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

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

A-4
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,138
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS --------------------------------- ---------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,858 10,008 33,138 10,753 9,903 33,138
2 11,025 11,792 10,963 33,138 11,574 10,745 33,138
3 11,576 12,809 12,002 33,138 12,470 11,663 33,138
4 12,155 13,918 13,174 33,138 13,452 12,708 33,138
5 12,763 15,125 14,488 33,138 14,528 13,890 33,138
6 13,401 16,440 15,909 33,138 15,706 15,175 33,138
7 14,071 17,873 17,448 33,138 16,998 16,573 33,138
8 14,775 19,433 19,115 33,138 18,414 18,095 33,138
9 15,513 21,133 20,921 33,138 19,967 19,755 33,138
10 16,289 22,985 22,985 33,138 21,675 21,675 33,138
11 17,103 25,130 25,130 33,138 23,654 23,654 33,138
12 17,959 27,505 27,505 33,138 25,852 25,852 33,138
13 18,856 30,141 30,141 35,566 28,304 28,304 33,399
14 19,799 33,033 33,033 38,648 31,018 31,018 36,291
15 20,789 36,203 36,203 41,996 33,993 33,993 39,431
16 21,829 39,678 39,678 45,630 37,253 37,253 42,841
17 22,920 43,497 43,497 49,151 40,836 40,836 46,145
18 24,066 47,695 47,695 52,942 44,776 44,776 49,701
19 25,270 52,315 52,315 57,024 49,111 49,111 53,531
20 26,533 57,407 57,407 61,426 53,889 53,889 57,661
25 33,864 91,388 91,388 95,957 85,774 85,774 90,062
35 55,160 226,598 226,598 237,928 210,471 210,471 220,994
</TABLE>

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

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

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

A-5
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,138
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,271 9,421 33,138 10,166 9,316 33,138
2 11,025 10,550 9,721 33,138 10,327 9,499 33,138
3 11,576 10,837 10,030 33,138 10,486 9,679 33,138
4 12,155 11,133 10,390 33,138 10,642 9,898 33,138
5 12,763 11,439 10,801 33,138 10,793 10,156 33,138
6 13,401 11,754 11,222 33,138 10,938 10,407 33,138
7 14,071 12,078 11,653 33,138 11,073 10,648 33,138
8 14,775 12,412 12,093 33,138 11,193 10,874 33,138
9 15,513 12,756 12,544 33,138 11,294 11,081 33,138
10 16,289 13,111 13,111 33,138 11,370 11,370 33,138
11 17,103 13,545 13,545 33,138 11,467 11,467 33,138
12 17,959 13,994 13,994 33,138 11,538 11,538 33,138
13 18,856 14,459 14,459 33,138 11,581 11,581 33,138
14 19,799 14,941 14,941 33,138 11,595 11,595 33,138
15 20,789 15,440 15,440 33,138 11,573 11,573 33,138
16 21,829 15,957 15,957 33,138 11,507 11,507 33,138
17 22,920 16,492 16,492 33,138 11,383 11,383 33,138
18 24,066 17,047 17,047 33,138 11,184 11,184 33,138
19 25,270 17,621 17,621 33,138 10,891 10,891 33,138
20 26,533 18,216 18,216 33,138 10,481 10,481 33,138
25 33,864 21,524 21,524 33,138 5,710 5,710 33,138
35 55,160 30,168 30,168 33,138 0 0 33,138
</TABLE>

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

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

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

A-6
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 FEMALE
INITIAL FACE AMOUNT: $33,138
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.65% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,684 8,834 33,138 9,578 8,728 33,138
2 11,025 9,376 8,548 33,138 9,151 8,323 33,138
3 11,576 9,078 8,270 33,138 8,720 7,913 33,138
4 12,155 8,787 8,044 33,138 8,283 7,540 33,138
5 12,763 8,505 7,868 33,138 7,840 7,203 33,138
6 13,401 8,231 7,700 33,138 7,387 6,856 33,138
7 14,071 7,964 7,539 33,138 6,921 6,496 33,138
8 14,775 7,705 7,387 33,138 6,435 6,116 33,138
9 15,513 7,454 7,241 33,138 5,924 5,711 33,138
10 16,289 7,209 7,209 33,138 5,382 5,382 33,138
11 17,103 7,007 7,007 33,138 4,827 4,827 33,138
12 17,959 6,809 6,809 33,138 4,233 4,233 33,138
13 18,856 6,615 6,615 33,138 3,598 3,598 33,138
14 19,799 6,427 6,427 33,138 2,920 2,920 33,138
15 20,789 6,242 6,242 33,138 2,191 2,191 33,138
16 21,829 6,062 6,062 33,138 1,399 1,399 33,138
17 22,920 5,886 5,886 33,138 527 527 33,138
18 24,066 5,714 5,714 33,138 0 0 33,138
19 25,270 5,546 5,546 33,138 0 0 33,138
20 26,533 5,382 5,382 33,138 0 0 33,138
25 33,864 4,618 4,618 33,138 0 0 33,138
35 55,160 3,334 3,334 33,138 0 0 33,138
</TABLE>

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

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

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

A-7
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,314
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS --------------------------------- ---------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,858 10,008 19,314 10,677 9,827 19,314
2 11,025 11,792 10,963 19,314 11,416 10,587 19,314
3 11,576 12,809 12,002 19,314 12,230 11,422 19,314
4 12,155 13,918 13,174 19,314 13,130 12,386 19,314
5 12,763 15,125 14,488 19,314 14,132 13,495 19,314
6 13,401 16,440 15,909 19,314 15,256 14,725 19,314
7 14,071 17,879 17,454 20,203 16,524 16,099 19,314
8 14,775 19,459 19,141 21,600 17,964 17,645 19,940
9 15,513 21,194 20,981 23,101 19,562 19,349 21,323
10 16,289 23,102 23,102 24,719 21,321 21,321 22,813
11 17,103 25,309 25,309 26,575 23,355 23,355 24,523
12 17,959 27,722 27,722 29,108 25,579 25,579 26,858
13 18,856 30,358 30,358 31,876 28,009 28,009 29,409
14 19,799 33,237 33,237 34,899 30,662 30,662 32,195
15 20,789 36,378 36,378 38,197 33,557 33,557 35,235
16 21,829 39,803 39,803 41,794 36,714 36,714 38,549
17 22,920 43,539 43,539 45,716 40,152 40,152 42,160
18 24,066 47,628 47,628 50,010 43,894 43,894 46,088
19 25,270 52,105 52,105 54,711 47,959 47,959 50,357
20 26,533 57,006 57,006 59,857 52,373 52,373 54,991
25 33,864 89,420 89,420 93,891 80,584 80,584 84,613
35 55,160 221,788 221,788 224,006 196,043 196,043 198,003
</TABLE>

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

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

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

A-8
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,314
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,271 9,421 19,314 10,086 9,236 19,314
2 11,025 10,550 9,721 19,314 10,154 9,326 19,314
3 11,576 10,837 10,030 19,314 10,202 9,395 19,314
4 12,155 11,133 10,390 19,314 10,226 9,483 19,314
5 12,763 11,439 10,801 19,314 10,223 9,585 19,314
6 13,401 11,754 11,222 19,314 10,185 9,654 19,314
7 14,071 12,078 11,653 19,314 10,105 9,680 19,314
8 14,775 12,412 12,093 19,314 9,974 9,656 19,314
9 15,513 12,756 12,544 19,314 9,780 9,567 19,314
10 16,289 13,111 13,111 19,314 9,508 9,508 19,314
11 17,103 13,545 13,545 19,314 9,184 9,184 19,314
12 17,959 13,994 13,994 19,314 8,753 8,753 19,314
13 18,856 14,459 14,459 19,314 8,193 8,193 19,314
14 19,799 14,941 14,941 19,314 7,478 7,478 19,314
15 20,789 15,440 15,440 19,314 6,568 6,568 19,314
16 21,829 15,957 15,957 19,314 5,412 5,412 19,314
17 22,920 16,492 16,492 19,314 3,934 3,934 19,314
18 24,066 17,047 17,047 19,314 2,034 2,034 19,314
19 25,270 17,621 17,621 19,314 0 0 19,314
20 26,533 18,216 18,216 19,314 0 0 19,314
25 33,864 21,524 21,524 22,600 0 0 19,314
35 55,160 30,342 30,342 30,646 0 0 19,314
</TABLE>

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

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

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

A-9
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE
INITIAL FACE AMOUNT: $19,314
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.65% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,684 8,834 19,314 9,496 8,646 19,314
2 11,025 9,376 8,548 19,314 8,965 8,136 19,314
3 11,576 9,078 8,270 19,314 8,402 7,595 19,314
4 12,155 8,787 8,044 19,314 7,801 7,058 19,314
5 12,763 8,505 7,868 19,314 7,156 6,518 19,314
6 13,401 8,231 7,700 19,314 6,455 5,924 19,314
7 14,071 7,964 7,539 19,314 5,687 5,262 19,314
8 14,775 7,705 7,387 19,314 4,835 4,516 19,314
9 15,513 7,454 7,241 19,314 3,879 3,667 19,314
10 16,289 7,209 7,209 19,314 2,798 2,798 19,314
11 17,103 7,007 7,007 19,314 1,577 1,577 19,314
12 17,959 6,809 6,809 19,314 174 174 19,314
13 18,856 6,615 6,615 19,314 0 0 19,314
14 19,799 6,427 6,427 19,314 0 0 19,314
15 20,789 6,242 6,242 19,314 0 0 19,314
16 21,829 6,062 6,062 19,314 0 0 19,314
17 22,920 5,886 5,886 19,314 0 0 19,314
18 24,066 5,714 5,714 19,314 0 0 19,314
19 25,270 5,546 5,546 19,314 0 0 19,314
20 26,533 5,382 5,382 19,314 0 0 19,314
25 33,864 4,618 4,618 19,314 0 0 19,314
35 55,160 3,334 3,334 19,314 0 0 19,314
</TABLE>

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

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

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

A-10
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE / 55 FEMALE
INITIAL FACE AMOUNT: $43,779
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS --------------------------------- ---------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,926 10,076 43,779 10,926 10,076 43,779
2 11,025 11,935 11,106 43,779 11,935 11,106 43,779
3 11,576 13,034 12,227 43,779 13,034 12,227 43,779
4 12,155 14,232 13,488 43,779 14,232 13,488 43,779
5 12,763 15,537 14,900 43,779 15,537 14,900 43,779
6 13,401 16,959 16,428 43,779 16,959 16,428 43,779
7 14,071 18,509 18,084 43,779 18,509 18,084 43,779
8 14,775 20,197 19,878 43,779 20,197 19,878 43,779
9 15,513 22,037 21,824 43,779 22,037 21,824 43,779
10 16,289 24,043 24,043 43,779 24,043 24,043 43,779
11 17,103 26,339 26,339 43,779 26,339 26,339 43,779
12 17,959 28,860 28,860 43,779 28,860 28,860 43,779
13 18,856 31,633 31,633 43,779 31,633 31,633 43,779
14 19,799 34,691 34,691 43,779 34,691 34,691 43,779
15 20,789 38,073 38,073 44,165 38,073 38,073 44,165
16 21,829 41,801 41,801 48,071 41,801 41,801 48,071
17 22,920 45,895 45,895 51,861 45,895 45,895 51,861
18 24,066 50,392 50,392 55,935 50,392 50,392 55,935
19 25,270 55,336 55,336 60,316 55,336 55,336 60,316
20 26,533 60,775 60,775 65,029 60,775 60,775 65,029
25 33,864 97,042 97,042 101,895 97,042 97,042 101,895
35 55,160 241,132 241,132 253,189 238,799 238,799 250,739
</TABLE>

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

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

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

A-11
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE / 55 FEMALE
INITIAL FACE AMOUNT:$43,779
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,335 9,485 43,779 10,335 9,485 43,779
2 11,025 10,677 9,848 43,779 10,677 9,848 43,779
3 11,576 11,024 10,216 43,779 11,024 10,216 43,779
4 12,155 11,375 10,632 43,779 11,375 10,632 43,779
5 12,763 11,731 11,093 43,779 11,731 11,093 43,779
6 13,401 12,088 11,557 43,779 12,088 11,557 43,779
7 14,071 12,445 12,020 43,779 12,445 12,020 43,779
8 14,775 12,800 12,481 43,779 12,800 12,481 43,779
9 15,513 13,156 12,944 43,779 13,148 12,936 43,779
10 16,289 13,523 13,523 43,779 13,487 13,487 43,779
11 17,103 13,972 13,972 43,779 13,867 13,867 43,779
12 17,959 14,436 14,436 43,779 14,233 14,233 43,779
13 18,856 14,917 14,917 43,779 14,580 14,580 43,779
14 19,799 15,415 15,415 43,779 14,903 14,903 43,779
15 20,789 15,931 15,931 43,779 15,196 15,196 43,779
16 21,829 16,465 16,465 43,779 15,450 15,450 43,779
17 22,920 17,019 17,019 43,779 15,652 15,652 43,779
18 24,066 17,592 17,592 43,779 15,787 15,787 43,779
19 25,270 18,186 18,186 43,779 15,836 15,836 43,779
20 26,533 18,801 18,801 43,779 15,775 15,775 43,779
25 33,864 22,222 22,222 43,779 12,815 12,815 43,779
35 55,160 31,159 31,159 43,779 0 0 43,779
</TABLE>

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

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

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

A-12
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE / 55 FEMALE
INITIAL FACE AMOUNT:$43,779
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.65% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,744 8,894 43,779 9,744 8,894 43,779
2 11,025 9,488 8,660 43,779 9,488 8,660 43,779
3 11,576 9,230 8,423 43,779 9,230 8,423 43,779
4 12,155 8,969 8,225 43,779 8,969 8,225 43,779
5 12,763 8,703 8,065 43,779 8,703 8,065 43,779
6 13,401 8,430 7,899 43,779 8,430 7,899 43,779
7 14,071 8,158 7,733 43,779 8,148 7,723 43,779
8 14,775 7,893 7,575 43,779 7,852 7,534 43,779
9 15,513 7,636 7,424 43,779 7,540 7,327 43,779
10 16,289 7,387 7,387 43,779 7,205 7,205 43,779
11 17,103 7,180 7,180 43,779 6,872 6,872 43,779
12 17,959 6,978 6,978 43,779 6,504 6,504 43,779
13 18,856 6,781 6,781 43,779 6,096 6,096 43,779
14 19,799 6,588 6,588 43,779 5,641 5,641 43,779
15 20,789 6,400 6,400 43,779 5,130 5,130 43,779
16 21,829 6,216 6,216 43,779 4,552 4,552 43,779
17 22,920 6,037 6,037 43,779 3,889 3,889 43,779
18 24,066 5,861 5,861 43,779 3,120 3,120 43,779
19 25,270 5,690 5,690 43,779 2,217 2,217 43,779
20 26,533 5,523 5,523 43,779 1,149 1,149 43,779
25 33,864 4,743 4,743 43,779 0 0 43,779
35 55,160 3,433 3,433 43,779 0 0 43,779
</TABLE>

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

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

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

A-13
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE / 65 FEMALE
INITIAL FACE AMOUNT:$27,688
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS --------------------------------- ---------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,921 10,071 27,688 10,921 10,071 27,688
2 11,025 11,916 11,087 27,688 11,916 11,087 27,688
3 11,576 12,990 12,182 27,688 12,990 12,182 27,688
4 12,155 14,151 13,407 27,688 14,151 13,407 27,688
5 12,763 15,408 14,770 27,688 15,408 14,770 27,688
6 13,401 16,770 16,239 27,688 16,770 16,239 27,688
7 14,071 18,252 17,827 27,688 18,252 17,827 27,688
8 14,775 19,866 19,548 27,688 19,866 19,548 27,688
9 15,513 21,634 21,421 27,688 21,634 21,421 27,688
10 16,289 23,580 23,580 27,688 23,580 23,580 27,688
11 17,103 25,844 25,844 27,688 25,844 25,844 27,688
12 17,959 28,370 28,370 29,789 28,370 28,370 29,789
13 18,856 31,140 31,140 32,697 31,140 31,140 32,697
14 19,799 34,174 34,174 35,882 34,174 34,174 35,882
15 20,789 37,492 37,492 39,367 37,492 37,492 39,367
16 21,829 41,120 41,120 43,176 41,120 41,120 43,176
17 22,920 45,081 45,081 47,335 45,081 45,081 47,335
18 24,066 49,401 49,401 51,871 49,401 49,401 51,871
19 25,270 54,106 54,106 56,812 54,106 54,106 56,812
20 26,533 59,224 59,224 62,185 59,224 59,224 62,185
25 33,864 92,906 92,906 97,551 92,049 92,049 96,651
35 55,160 230,589 230,589 232,895 224,897 224,897 227,146
</TABLE>

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

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

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

A-14
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE / 65 FEMALE
INITIAL FACE AMOUNT:$27,688
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.35% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 10,331 9,481 27,688 10,331 9,481 27,688
2 11,025 10,657 9,829 27,688 10,657 9,829 27,688
3 11,576 10,978 10,170 27,688 10,978 10,170 27,688
4 12,155 11,289 10,545 27,688 11,289 10,545 27,688
5 12,763 11,599 10,961 27,688 11,587 10,950 27,688
6 13,401 11,918 11,387 27,688 11,869 11,338 27,688
7 14,071 12,248 11,823 27,688 12,128 11,703 27,688
8 14,775 12,587 12,268 27,688 12,357 12,039 27,688
9 15,513 12,937 12,725 27,688 12,547 12,335 27,688
10 16,289 13,298 13,298 27,688 12,688 12,688 27,688
11 17,103 13,738 13,738 27,688 12,820 12,820 27,688
12 17,959 14,194 14,194 27,688 12,882 12,882 27,688
13 18,856 14,666 14,666 27,688 12,861 12,861 27,688
14 19,799 15,155 15,155 27,688 12,740 12,740 27,688
15 20,789 15,662 15,662 27,688 12,497 12,497 27,688
16 21,829 16,187 16,187 27,688 12,101 12,101 27,688
17 22,920 16,730 16,730 27,688 11,512 11,512 27,688
18 24,066 17,293 17,293 27,688 10,673 10,673 27,688
19 25,270 17,876 17,876 27,688 9,508 9,508 27,688
20 26,533 18,480 18,480 27,688 7,919 7,919 27,688
25 33,864 21,839 21,839 27,688 0 0 27,688
35 55,160 30,631 30,631 30,937 0 0 27,688
</TABLE>

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

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

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

A-15
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
JOINT LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE / 65 FEMALE
INITIAL FACE AMOUNT:$27,688
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.65% NET)

<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ----------------------------------- -----------------------------------
ACCUMULATED AT CASH CASH
END OF 5% INTEREST PER ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
CONTRACT YEAR YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------------- --------------- ----------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,740 8,890 27,688 9,740 8,890 27,688
2 11,025 9,469 8,640 27,688 9,469 8,640 27,688
3 11,576 9,183 8,376 27,688 9,183 8,376 27,688
4 12,155 8,890 8,146 27,688 8,879 8,135 27,688
5 12,763 8,605 7,967 27,688 8,552 7,914 27,688
6 13,401 8,328 7,797 27,688 8,195 7,664 27,688
7 14,071 8,059 7,634 27,688 7,802 7,377 27,688
8 14,775 7,797 7,478 27,688 7,360 7,041 27,688
9 15,513 7,543 7,330 27,688 6,857 6,644 27,688
10 16,289 7,296 7,296 27,688 6,276 6,276 27,688
11 17,103 7,091 7,091 27,688 5,623 5,623 27,688
12 17,959 6,891 6,891 27,688 4,852 4,852 27,688
13 18,856 6,696 6,696 27,688 3,940 3,940 27,688
14 19,799 6,505 6,505 27,688 2,857 2,857 27,688
15 20,789 6,319 6,319 27,688 1,566 1,566 27,688
16 21,829 6,137 6,137 27,688 17 17 27,688
17 22,920 5,959 5,959 27,688 0 0 27,688
18 24,066 5,786 5,786 27,688 0 0 27,688
19 25,270 5,616 5,616 27,688 0 0 27,688
20 26,533 5,451 5,451 27,688 0 0 27,688
25 33,864 4,679 4,679 27,688 0 0 27,688
35 55,160 3,383 3,383 27,688 0 0 27,688
</TABLE>

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

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

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

A-16
<PAGE>
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.

REPRESENTATIONS 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").

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(B) under the
Investment Company Act with respect to the Contracts described in the
Prospectus.

Under the contracts, Glenbrook Life and Annuity Company ("Glenbrook Life")
deducts from Registrant a charge for the mortality and expense risks that
Glenbrook Life assumes under the Contract in reliance on the paragraph
(b)(13)(iii) (F)(1) of Rule 6e-3(T) under the Investment Company Act. Glenbrook
Life represents that the level of the mortality and expense risk charge is
within the range of industry practice for comparable flexible premium variable
life insurance contracts.

The methodology used to support this representation is based on an analysis
of a sample of comparable variable life insurance contracts registered under the
Securities Act of 1933, including the range or mortality and expense risk
charges under such contracts. Registrant undertakes to keep and make available
to the Commission upon request the documents used to support the representation.

Glenbrook Life further represents that the proceeds from the sales load
described in the registration statement will be sufficient to cover the expected
costs of distributing the Glenbrook Life Flexible Premium Variable Life
Contracts, offered by Glenbrook Life.

The Registrant represents that it will invest only in management investment
companies which have undertaken to have a broad of directors, a majority of whom
are not interested persons of the company, formulate and approve any plan under
Rule 12b-1 to finance distribution expenses.

RULE 484 UNDERTAKING

The By-Laws of Glenbrook Life and Annuity 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.

II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The Facing Sheet.

The Cross Reference Sheet pursuant to Rule 48.

The Prospectus consisting of 61 pages.

The Undertaking to File Reports.

Representations Pursuant to Rule 6e-3(T)

Rule 484 Undertaking

The Signatures

Written Consents of the following persons:

(a) Sutherland, Asbill & Brennan

(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:

A. (1) Resolution of the Board of Directors of Glenbrook Life and Annuity
Company authorizing establishment of the Variable Life Separate Account.*

(2) Not Applicable.

(3) (a) Form of Underwriting Agreement

(b) Form of Selling Agreement

(4) Not Applicable.

(5) (a) Specimen Contract.

(1) Modified Single Premium Variable Life Insurance Contract

(2) Last Survivor Modified Single Premium Variable Life Insurance
Contract

(b) Riders

(1) Amendatory Endorsement for Waiver of Charges (KLU100)

(2) Amendatory Endorsement (KLU101)

(3) Accelerated Death Benefit Rider (KLU105)

(4) Amendatory Endorsement for Waiver of Charges (KLU106)

(5) Accelerated Death Benefit Summary and Disclosure Statement
(KLU74)

(6) Accelerated Death Benefit Summary and Disclosure Statement
(KLU80)

(7) Accelerated Death Benefit Effect on Contract (KLU81)

(8) Accelerated Death Benefit Rider (KLU99)

(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company**

(b) By-laws of Glenbrook Life and Annuity Company**

II-2
<PAGE>
(7) Not Applicable.

(8) Participation Agreement

(9) Not Applicable.

(10) Form of Application for Contract

B. Not Applicable.

C. Not Applicable.

2. Opinion of General Counsel

3. Not Applicable

(1) Not Applicable

(2) Not Applicable

4. Not Applicable

5. Financial Data Schedule

6. Powers of Attorney

7. Consents

(1) Sutherland, Asbill & Brennan

(2) Deloitte & Touche, LLP

8. Representations Pursuant to Rule 6e-3(T)

9. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(3)(iii)

10. Not Applicable

11. Actuarial Opinion and Consent

* Previously filed and incorporated by reference in S-6 Registration Statement
dated April 17, 1996.

** Previously filed and incorporated by reference with Depositors Form S-1
Registration Statement No. 333-07275 dated June 28, 1996.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Glenbrook 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
city of Northbrook, and State of Illinois, on the 20th day of September, 1996.

GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
(Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)

(SEAL)

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

Pursuant to the requirements of the Securities Act of 1933, this registrant
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 city of Northbrook, and State of Illinois, on the 20th day
of September, 1996.

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

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

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

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

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

**/KEVIN R. SLAWIN
- -------------------------------------- Vice President
Kevin R. Slawin

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

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

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

*/BARRY S. PAUL
- -------------------------------------- Assistant Vice President and Controller (Principal
Barry S. Paul Accounting Officer)
</TABLE>

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

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

II-4

<PAGE>

UNDERWRITING AGREEMENT

THIS AGREEMENT, is entered into on this day of , 1996,
by and among GLENBROOK LIFE AND ANNUITY COMPANY ("Glenbrook Life" or "Company"),
a life insurance company organized under the laws of the State of Illinois, and
ALLSTATE LIFE FINANCIAL SERVICES, INC., ("Principal Underwriter"), a corporation
organized under the laws of the state of Delaware.

RECITALS

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

WHEREAS, the Contracts to be issued by Company are registered with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933 (333-02581) for offer and sale to the public and otherwise are in
compliance with all applicable laws; and

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

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

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

1. AUTHORITY AND DUTIES

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

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

<PAGE>

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

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

2. WARRANTIES

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

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

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

(iii) The Company is validly existing as a stock life insurance
company in good standing under the laws of the State of
Illinois, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the

<PAGE>

laws of each other jurisdiction in which it owns or leases
properties, or conducts any business;

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

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

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

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

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

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

<PAGE>

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

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

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

3. BOOKS AND RECORDS

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

<PAGE>

of such records and books of account at any time upon demand.

(b) Subject to applicable Commission or NASD restrictions, Company will
send confirmations of Contract transactions to Contract Owners.
Company will make such confirmations and records of transactions
available to Principal Underwriter upon request.

4. SALES MATERIALS

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

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

5. COMPENSATION

Principal Underwriter shall be entitled to such remuneration for its services
and reimbursement for its fees, charges and expenses as will be contained in
such Schedules as attached hereto as Attachment B. Said Schedules may be
amended from time to time at the mutual consent of the undersigned parties.

6. UNDERWRITING TERMS

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

<PAGE>

Commission.

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

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

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

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

7. LEGAL AND REGULATORY ACTIONS

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

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

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

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

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

<PAGE>

respect the Contracts in such form and signed by such of its officers
as Principal Underwriter may reasonably request and will warrant that
the statements therein contained when so signed are true and correct.

9. TERMINATION

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

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

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

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

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

(iii) violates the conditions of this Agreement.

10. INDEMNIFICATION

The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:

(a) arising out of any act or omission in the course of or in connection
with rendering services under this Agreement; or

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

11. GENERAL PROVISIONS

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

<PAGE>

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

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

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of , 1996.

GLENBROOK LIFE AND ANNUITY COMPANY

BY:
-----------------------------

- ----------------------------------
President & COO Date

ALLSTATE LIFE FINANCIAL SERVICES, INC.

BY:
-----------------------------

- ----------------------------------
President & COO Date

<PAGE>

Attachment A

UNDERWRITING AGREEMENT

"Contracts" Form #
- ----------- ------

<PAGE>

Attachment B

UNDERWRITING AGREEMENT

COMPENSATION
- --------------------------------------------------------------------------------

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

<PAGE>

SELLING AGREEMENT

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

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

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

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

BROKER DEALER ASSOCIATED INSURANCE AGENCY

- ----------------------------------- -----------------------------------
(Name) (Name)

- ----------------------------------- -----------------------------------
(Street Address) (Street Address)

- ----------------------------------- -----------------------------------
(City, State, Zip) (City, State, Zip)

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

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

For States:
-------------------

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

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

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

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

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

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

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

<PAGE>

1. APPOINTMENT AND AUTHORIZATION

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

2. REPRESENTATIONS

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

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

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

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

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

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

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

3. COMPLIANCE WITH REGULATORY
REQUIREMENTS

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

4. LICENSING AND/OR APPOINTMENT OF
REPRESENTATIVES

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

<PAGE>

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

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

5. SUPERVISION OF REPRESENTATIVES
AND AGENTS

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

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

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

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

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

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

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

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

<PAGE>

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

6. SALES PROMOTION MATERIAL AND
ADVERTISING

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

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

7. SOLICITING APPLICATIONS AND
PAYMENTS

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

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

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

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

8. PAYMENTS RECEIVED BY BD

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

<PAGE>

9. COMMISSIONS PAYABLE

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

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

10. REFUND OF COMMISSIONS

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

11. ASSOCIATED INSURANCE AGENCY

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

12. HOLD HARMLESS AND
INDEMNIFICATION PROVISIONS

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

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

13. NON-ASSIGNABILITY PROVISION

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

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

15. AMENDMENTS

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

16. INDEPENDENT CONTRACTORS

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

17. NOTIFICATION OF CUSTOMER
COMPLAINTS OR DISCIPLINARY
PROCEEDINGS

<PAGE>

a. BD and Associated Insurance Agency agree to notify ALFS promptly of any
customer complaints or disciplinary proceedings against BD, Associated
Insurance Agency or any Representatives or Agents relating to the Contracts
or any threatened or filed arbitration action or civil litigation arising
out of solicitation of the Contracts.
b. BD and Associated Insurance Agency shall cooperate with Glenbrook in
investigating and responding to any customer complaint, attorney demand, or
inquiry received from state insurance departments or other regulatory
agencies or legislative bodies, and in any settlement or trial of any
actions arising out of the conduct of business under this Agreement.

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

18. BOOKS, ACCOUNTS AND RECORDS

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

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

19. LIMITATIONS

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

20. CONFIDENTIALITY

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

21. TERMINATION

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

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

22. NOTICE

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

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

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

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

23. SEVERABILITY

<PAGE>

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

24. GOVERNING LAW

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

<PAGE>

EXHIBIT A

GENERAL LETTER OF RECOMMENDATION

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

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

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

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

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

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

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

<PAGE>

SCHEDULE A
SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

- --------------------------------------------------------------------------------
Issue Age
- --------------------------------------------------------------------------------

Less than or equal to Age 80

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

Greater than Age 80
- --------------------------------------------------------------------------------

<PAGE>

MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE CONTRACT

Glenbrook Life and Annuity Company, A Stock Company, Home Office:
Allstate Plaza, Northbrook, Illinois 60062
(800) 755 - 5275

This Contract is issued in consideration of your application and the receipt of
your initial premium. Glenbrook Life and Annuity 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 Glenbrook
Life and Annuity 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 Glenbrook Life and
Annuity 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 2

<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 Glenbrook Life and Annuity 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

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

Page 6

<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 7

<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;

Page 8

<PAGE>

with premiums based on the same risk classification as this Contract.

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.

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 life insurance contracts.

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 9

<PAGE>

We reserve the right to establish additional Variable Sub-accounts of the
Variable Account, each of which would invest in shares of another mutual fund.
You may then instruct us to allocate premiums paid or transfers to such Variable
Sub-accounts, subject to any terms set by us or the mutual fund. In the event
of 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 10

<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 86.

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 $10 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 11

<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 12

<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

Page 13

<PAGE>

Amount or the Account Value multiplied by the Death Benefit Ratio on page 6. We
will pay the Death Benefit, 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 14

<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 15

<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 16

<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 17

<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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Monthly Income Payment for each $1,000 Applied to this Income Plan
- -----------------------------------------------------------------------------------------------------------------
Annuitant's Annuitant's Annuitant's
Age Male Female Age Male Female Age Male Female
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.43 $3.25 49 $4.15 $3.82 63 $5.52 $4.97
36 3.47 3.28 50 4.22 3.88 64 5.66 5.09
37 3.51 3.31 51 4.29 3.94 65 5.80 5.22
38 3.55 3.34 52 4.37 4.01 66 5.95 5.35
39 3.60 3.38 53 4.45 4.07 67 6.11 5.49
40 3.64 3.41 54 4.53 4.14 68 6.27 5.64
41 3.69 3.45 55 4.62 4.22 69 6.44 5.80
42 3.74 3.49 56 4.71 4.29 70 6.61 5.96
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
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
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
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 18

<PAGE>

LAST SURVIVOR
MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE CONTRACT

GLENBROOK LIFE AND ANNUITY COMPANY, A STOCK COMPANY, HOME OFFICE:
Allstate Plaza, Northbrook, Illinois 60062
(800) 755 - 5275

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
Glenbrook Life and Annuity 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.

This Contract does not pay dividends.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Contract owner(s) and Glenbrook Life and
Annuity Company.

/s/ Michael 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 1

<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 2

<PAGE>

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

Maximum Annual Cost of Insurance per $1,000

Attained Death Attained Death
Joint Equal Benefit Standard Joint Equal Benefit Standard
Age Ratio Class Age Ratio Class
--- ----- ----- --- ----- -----

45 2.15 0.01741
46 2.09 0.05713
47 2.03 0.10517
48 1.97 0.16284
49 1.91 0.23194

50 1.85 0.31468
51 1.78 0.41455
52 1.71 0.53508
53 1.64 0.68070
54 1.57 0.85297

55 1.50 1.05452
56 1.46 1.28605
57 1.42 1.54846
58 1.38 1.84582
59 1.34 2.18858

60 1.30 2.59201
61 1.28 3.07481
62 1.26 3.66325
63 1.24 4.37379
64 1.22 5.21810

65 1.20 6.19435
66 1.19 7.30615
67 1.18 8.54841
68 1.17 9.94239
69 1.16 11.55000

70 1.15 13.44120
71 1.13 15.71381
72 1.11 18.47670
73 1.09 21.79845
74 1.07 25.70158

75 1.05 30.17389
76 1.05 35.19430
77 1.05 40.73779
78 1.05 46.85040
79 1.05 53.68448

80 1.05 61.44553
81 1.05 70.34065
82 1.05 80.57733
83 1.05 92.16273
84 1.05 104.94374

85 1.05 118.75126
86 1.05 133.42619
87 1.05 148.87209
88 1.05 165.03845
89 1.05 181.98185

90 1.05 199.86070
91 1.04 219.01322
92 1.03 240.09348
93 1.02 264.67892
94 1.01 296.25777

95 1.01 341.72275
96 1.01 414.23230
97 1.01 537.32201
98 1.01 743.95264
99 & older 1.01 950.00000

Page 5

<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 individual ages of the Insureds at their 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 Either Insureds' life is insured under the terms of this Contract.

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

INSURED, INSUREDS The persons whose lives are insured under this Contract as
shown on page 3.

JOINT EQUAL AGE The adjusted, combined age for the Insureds determined from
each individual insured's issue age and sex. The Joint Equal Age is shown on
page 3.

PROCEEDS The amount we are obligated to pay under the terms of this Contract
when your Contract is surrendered or when all Insureds have died.

SECOND DEATH The death of the last surviving Insured.

TERMINATE The Insureds' lives are no longer insured under any of the terms of
this Contract.

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 Glenbrook Life and Annuity Company.

YOU, YOUR The owners of this Contract as shown in the application, unless
subsequently changed. The owners are the Insureds unless otherwise stated.

Page 6

<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 Insureds
will, in the absence of fraud, be considered representations and not warranties.
Also, any written statement made either by you or by the Insureds 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 either 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, and the Contract will Terminate. If either 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, less
Indebtedness and Partial Withdrawals, and the Contract will Terminate.

INCONTESTABILITY We cannot contest this Contract after it has been In Force
during the lifetime of either 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 either 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 either 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 for both Insureds 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 last survivor life
insurance contract offered by us. We reserve the right to make available a
permanent last survivor life insurance contract offered by our parent Company or
any affiliated Company on the lives of the Insureds 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;

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with premiums based on the same risk classification as this Contract.

MISSTATEMENT OF AGE OR SEX If the age or sex of either 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 Joint Equal Age
calculated using the correct age and sex.

BENEFICIARY When we receive due proof of the Second 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 last surviving Insured,
that beneficiary's interest in this Contract ends with that beneficiary's death.
Only those beneficiaries who survive the last surviving Insured will be eligible
to share in the Proceeds. If no beneficiary survives the Insureds, we will pay
the Proceeds of this Contract to you, if living, otherwise to your estate.

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 both Insureds die 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.

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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 Second Death.

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CONTRACT VALUES
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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 Joint Equal Age of the Insureds must be less than age 86.

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.

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

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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.

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:

(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.