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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1996.
REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
------------------------
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 HEREBY DECLARES THAT IT IS REGISTERING AN INDEFINITE AMOUNT
OF SECURITIES PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
THE $500 REGISTRATION FEE REQUIRED PURSUANT TO RULE 24F-2 IS PAID HEREWITH.
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
<PAGE>
COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 and PROSPECTUS
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
1. Cover Page
2. Cover Page; Additional Information about the Company
3. Not applicable
4. The Company; Distribution of the Contracts
5. The Variable Account - General
6. The Variable Account - General
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. Summary; The Variable Account - 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
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20. Not applicable
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
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
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41. The Company; Distribution of the Contracts
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
42. Not applicable
43. Not applicable
44. The Contract - Allocation of Premiums, Accumulation Unit Value;
Contract Benefits and Rights - Account Value; Deductions and
Charges
45. Not applicable
46. Contract Benefits and Rights - Account Value, Amount Payable on
Surrender of the Contract, Partial Withdrawals; Deductions and
Charges
47. Not applicable
48. Cover Page; The Company
49. Not applicable
50. The Variable Account - General
51. Summary; The Company; The Contract; Contract Benefits and Rights;
Other Matters; Federal Tax Considerations
52. The Variable Account - 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
<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 individual and group modified single premium
variable life insurance contracts ("Contracts") 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. Presently, the Variable Account will invest in shares
of the Dean Witter Variable Investment Series (the "Dean Witter Fund"). The
Dean Witter Fund is currently comprised of eleven portfolios: (1) Money
Market; (2) Quality Income Plus; (3) High Yield; (4) Utilities; (5) Dividend
Growth; (6) Equity; (7) Strategist; (8) Capital Growth; (9) European Growth;
(10) Global Dividend Growth; and (11) Pacific Growth. Other Funds or
portfolios may be made available in the future.
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.
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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.
1
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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.
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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.
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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.
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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 , 1996.
2
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[OUTSIDE BACK COVER]
TABLE OF CONTENTS
PAGE
SUMMARY
SPECIAL TERMS
THE COMPANY
THE VARIABLE ACCOUNT
General
Funds
Investment Manager
THE CONTRACT
Application for a Contract
Premiums
Allocation of Premiums
Accumulation Unit Values
DEDUCTIONS AND CHARGES
Monthly Deductions
Cost of Insurance Charge
Tax Expense Charge
Administrative Expense Charge
Other Deductions
Mortality and Expense Risk Charge
Annual Maintenance Fee
Taxes Charged Against the Variable Account
Charges Against the Funds
Withdrawal Charge
Due and Unpaid Premium Tax Charge
CONTRACT BENEFITS AND RIGHTS
Death Benefit
Accelerated Death Benefit
Account Value
Transfer of Account Value
Dollar Cost Averaging
Automatic Portfolio Rebalancing
Contract Loans
Amount Payable on Surrender of the Contract
Partial Withdrawals
Maturity
Lapse and Reinstatement
Cancellation and Exchange Rights
Confinement Waiver Benefit
Suspension of Valuation, Payments and Transfers
Last Survivor Contracts
OTHER MATTERS
Voting Rights
3
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Statements to Contract Owners
Limit on Right to Contest
Misstatement as to Age and Sex
Payment Options
Beneficiary
Assignment
Dividends
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
DISTRIBUTION OF THE CONTRACTS
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS
FEDERAL TAX CONSIDERATIONS
Introduction
Taxation of the Company and the Variable Account
Taxation of Contract Benefits
Modified Endowment Contracts
Diversification Requirements
ADDITIONAL INFORMATION ABOUT THE COMPANY
LEGAL PROCEEDINGS
LEGAL MATTERS
REGISTRATION STATEMENT
EXPERTS
FINANCIAL INFORMATION
APPENDIX A: Hypothetical Contract Illustrations
4
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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. 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 prospectus(es) for the Fund(s) in connection
with the purchase of a Contract. The investment objectives of the Fund
portfolios are briefly summarized below under "The Variable Account," page
.
Presently, the Variable Account invests in shares of the Dean Witter
Variable Investment Series (the "Dean Witter Fund"). The Dean Witter Fund
has a total of eleven portfolios presently available under the Contract. The
portfolios are: (1) Money Market; (2) Quality Income Plus; (3) High Yield;
(4) Utilities; (5) Dividend Growth; (6) Equity; (7) Strategist; (8) Capital
Growth; (9) European Growth; (10) Global Dividend Growth; and (11) Pacific
Growth. The assets of each portfolio are accounted for separately from the
other portfolios and each has distinct investment objectives and policies
which are described in the accompanying prospectus for the Dean Witter Fund.
PREMIUMS
The Contract requires the Contract Owner to pay an initial premium of at
least $10,000. Additional premium payments may be made at any time, subject
to the following conditions:
5
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- 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 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 prospectus(es) for the Fund(s) 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:
6
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CONTRACT YEAR PERCENTAGE OF ACCOUNT VALUE WITHDRAWN
------------- -------------------------------------
1 7.50%
2 7.50%
3 7.50%
4 7.00%
5 6.00%
6 5.00%
7 4.00%
8 3.00%
9 2.00%
10+ 0.00%
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 net 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
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,
7
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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 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
8
<PAGE>
Charges.
CASH SURRENDER VALUE: The Cash Value less all Indebtedness and the Annual
Maintenance Fee, if applicable.
CODE: The Internal Revenue Code of 1986, as amended.
CONTRACT ANNIVERSARY: The same day and month as the Contract Date for each
subsequent year the Contract remains in force.
CONTRACT DATE: The date on or as of which coverage under a Contract becomes
effective and the date from which Contract Anniversaries, Contract Years and
Contract months are determined.
CONTRACT OWNER: The person having rights to benefits under the Contract
during the lifetime of the Insured; the Contract Owner may or may not be the
Insured.
CONTRACT YEARS: Annual periods computed from the Contract Date.
DEATH BENEFIT: The greater of (1) the Specified Amount or (2) the Account
Value on the date of death multiplied by the death benefit ratio as specified
in the Contract.
FREE WITHDRAWAL AMOUNT: The amount of a surrender or partial withdrawal
that is not subject to a Withdrawal Charge. This amount in any Contract Year
is 15% of total premiums paid.
INITIAL DEATH BENEFIT: The Initial Death Benefit under a Contract is shown
on the Contract Data page.
FUND(S): 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.
9
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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"). In June, 1995, Sears, Roebuck and Co. ("Sears")
distributed in a tax-free dividend to its stockholders its remaining 80.3%
ownership in the Corporation. As a result of the distribution, Sears no
longer has an ownership interest in the Corporation. The Company and
Allstate Life entered into a reinsurance agreement, effective June 5, 1992,
under which the Company reinsures all of its business with Allstate Life.
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.
FUNDS
10
<PAGE>
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.
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.
The Funds available for investment by the Variable Account as of the date of
this Prospectus are listed below. Additional Funds or additional portfolios
of existing Fund(s) may be made available in the future.
DEAN WITTER VARIABLE INVESTMENT SERIES
The Dean Witter Variable Investment Series currently has available
eleven Portfolios for use with the Contracts offered by this Prospectus: (1)
Money Market; (2) Quality Income Plus; (3) High Yield; (4) Utilities; (5)
Dividend Growth; (6) Equity; (7) Strategist; (8) Capital Growth; (9) European
Growth; (10) Global Dividend Growth; and (11) Pacific Growth. Each Portfolio
has different investment objectives and policies and operates as a separate
investment fund. The following is a brief description of the investment
objectives and programs of the Portfolios:
The Money Market Portfolio seeks high current income, preservation of
capital, and liquidity by investing in certain money market instruments,
principally U.S. government securities, bank obligations, and high grade
commercial paper.
The Quality Income Plus Portfolio seeks, as its primary objective, to
earn a high level of current income and, as a secondary objective, capital
appreciation, but only when consistent with its primary objective, by
investing primarily in debt securities issued by the U.S. Government, its
agencies and instrumentalities, including zero coupon securities, and in
fixed-income securities rated A or higher by Moody' s Investors Service, Inc.
(Moody's) or Standard & Poor's Corporation ( Standard & Poor's ) or non-rated
securities of comparable quality, and by writing covered call and put options
against such securities.
The High Yield Portfolio seeks, as its primary objective, to earn a high
level of current income by investing in a professionally managed diversified
portfolio consisting principally of fixed-income securities rated Baa or
lower by Moody's or BBB or lower by Standard & Poors or non-rated securities
of comparable quality, which are commonly known as junk bonds, and, as a
secondary objective, capital appreciation when consistent with its primary
objective. The risks involved in investing in junk bonds are discussed in
the accompanying prospectus for the Fund, which should be read carefully
before investing.
The Utilities Portfolio seeks to provide current income and long-term
growth of income and capital by investing primarily in equity and
fixed-income securities of companies engaged in the public utilities industry.
The Dividend Growth Portfolio seeks to provide reasonable current income
and long-term growth of income and capital by investing primarily in common
stock of companies with a record of paying dividends and the potential for
increasing dividends.
The Capital Growth Portfolio seeks to provide long-term capital growth
by investing principally in
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common stocks.
The Global Dividend Growth Portfolio seeks to provide reasonable current
income and long-term growth of income and capital by investing primarily in
common stock of companies, issued by issuers worldwide, with a record of
paying dividends and the potential for increasing dividends.
The European Growth Portfolio seeks to maximize the capital appreciation
on its investments by investing primarily in securities issued by issuers
located in Europe.
The Pacific Growth Portfolio seeks to maximize the capital appreciation
of its investments by investing primarily in securities issued by issuers
located in Asia, Australia and New Zealand.
The Equity Portfolio seeks, as its primary objective, growth of capital
through investments in common stock of companies believed by the Fund's
investment manager to have potential for superior growth and, as a secondary
objective, income when consistent with its primary objective.
The Strategist Portfolio seeks a high total investment return through a
fully managed investment policy utilizing equity securities, fixed-income
securities rated Baa or higher by Moody s or BBB or higher by Standard & Poor
s (or non-rated securities of comparable quality), and money market
securities, and covered call and put options.
All dividends and capital gains distributions from the portfolios are
automatically reinvested in shares of the distributing portfolio at their net
asset value.
You will find more complete information about the portfolios, including
the risks associated with each portfolio, in the accompanying Fund
prospectus(es). You should read the prospectus for the Fund(s) in conjunction
with this Prospectus.
A FUND'S PROSPECTUS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
CONCERNING THE ALLOCATION OF PURCHASE PAYMENTS TO A CORRESPONDING 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
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<PAGE>
adjustments in reserves, if any. The 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.
INVESTMENT MANAGER
Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager
of the Fund, and its wholly-owned subsidiary, Dean Witter Services Company
Inc., serve in various investment management, advisory, management and
administrative capacities to ninety-six investment companies and other
portfolios with assets of approximately $___ billion at March 31, 1996. For
its services as Investment Manager, InterCapital receives a monthly advisory
fee at an annual rate of 0.50% of the daily net assets of the Quality Income
Plus Portfolio up to $500 million and 0.45% of the daily net assets of that
Portfolio exceeding $500 million; at an annual rate of 0.50% of the daily net
assets of each of the Money Market Portfolio, the High Yield Portfolio, the
Equity Portfolio and the Strategist Portfolio; at an annual rate of 0.625% of
the daily net assets of the Dividend Growth Portfolio up to $500 million and
0.50% of the daily net assets of that Portfolio exceeding $500 million; at an
annual rate of 0.65% of the daily net assets of the Utilities Portfolio up to
$500 million and 0.55% of the daily net assets of that Portfolio exceeding
$500 million; at an annual rate of 0.65% of the daily net assets of the
Capital Growth Portfolio; at an annual rate of 0.75% of the daily net assets
of the Global Dividend Growth Portfolio; and at an annual rate of 1.0% of the
daily net assets of each of the European Growth Portfolio and the Pacific
Growth Portfolio. Morgan Grenfell Investment Services Limited has been
retained by the Investment Manager as Sub-Adviser to the European Growth
Portfolio and the Pacific Growth Portfolio to provide investment advice and
manage the portfolios, subject to the overall supervision of the Investment
manager. Morgan Grenfell Investment Services Limited currently manages
assets in excess of $____ billion primarily for U.S. corporate and public
employee plans, endowments, investment companies and foundations. The
Sub-Adviser receives a monthly fee from the Investment Manager equal to 40%
of the Investment Manager's monthly fee in respect of each of the European
Growth Portfolio and the Pacific Growth Portfolio.
THE CONTRACT
APPLICATION FOR A CONTRACT
Individuals wishing to purchase a Contract must submit an application to
the Company. A Contract
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<PAGE>
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:
ISSUE AGE SIMPLIFIED UNDERWRITING
MAXIMUM INITIAL PREMIUM
- -----------------------------------------------------------------------------
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
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
- 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
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<PAGE>
- 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;
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<PAGE>
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 ____.)
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.
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(For an explanation of the Death Benefit, see "Contract Benefits and Rights"
on page .)
EXAMPLE:
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
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 - $30,000) = $77,500.
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 is made whether or not any premium tax applies. The deduction may be
higher or lower than the premium tax imposed. However, the Company does not
expect to make a profit from this deduction. The 0.15% federal tax deduction
helps reimburse the Company for approximate expenses incurred for federal taxes
resulting from the application of Section 848 of the Code.
ADMINISTRATIVE EXPENSE CHARGE: The Company will deduct monthly from the Account
Value an administrative expense charge equal to an annual rate of 0.25%. This
charge compensates the Company for administrative expenses incurred in the
administration of the Variable Account and the Contracts.
All monthly deductions are taken by canceling Accumulation Units of the
Variable Account under your Contract.
OTHER DEDUCTIONS
MORTALITY AND EXPENSE RISK CHARGE: The Company will deduct from the Variable
Account a daily charge equivalent to an annual rate of 0.90% for the mortality
risks and expense risks the Company assumes in relation to the Contracts. The
mortality risk assumed includes the risk that the cost of insurance
17
<PAGE>
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. These charges are described in the prospectuses for the Funds.
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:
CONTRACT YEAR PERCENTAGE OF ACCOUNT VALUE WITHDRAWN
------------- -------------------------------------
1 7.50%
2 7.50%
3 7.50%
4 7.00%
5 6.00%
6 5.00%
7 4.00%
8 3.00%
9 2.00%
10+ 0.00%
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 net 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 __.
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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.
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:
YEAR PERCENTAGE OF ACCOUNT VALUE WITHDRAWN
---- -------------------------------------
1 2.25%
2 2.00%
3 1.75%
4 1.50%
5 1.25%
6 1.00%
7 0.75%
8 0.50%
9 0.25%
10+ 0.00%
After the ninth Contract Year, no due and unpaid premium tax charge will be
imposed.
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:
A B
-------- --------
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
In Example A, the Death Benefit equals $103,200, i.e., the greater of
$100,000 (the Specified Amount)
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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 pro
rata basis.
Only one request for an accelerated Death Benefit per Insured is allowed.
The accelerated Death Benefit payment may be taxable; for that reason, a
qualified tax adviser should be consulted before requesting the accelerated
payment.
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
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<PAGE>
all the Sub-Accounts credited to the Contract and the value of the Loan
Account. See "The Contract -- Accumulation Unit Values," page .
TRANSFER OF ACCOUNT VALUE
While the Contract remains in force and subject to the Company's transfer
rules then in effect, the Contract Owner may request that part or all of the
Account Value of a particular 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
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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 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,
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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 $100 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.
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
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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
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The Company will suspend all procedures requiring valuation of the Variable
Account (including transfers, surrenders and loans) on any day the New York
Stock Exchange is closed or trading is restricted due to an existing emergency
as defined by the Securities and Exchange Commission, or on any day the
Commission has ordered that the right of surrender of the Contracts be suspended
for the protection of Contract Owners, until such condition has ended.
LAST SURVIVOR CONTRACTS
The Contracts are offered on a single life and "last survivor" basis.
Contracts sold on a last survivor basis operate in a manner almost identical to
the single life version. The most important difference is that the last
survivor version involves two Insureds and the Proceeds are paid only on the
death of the last surviving Insured. The other significant differences between
the last survivor and single life versions are listed below:
1. 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 __.
2. To qualify for simplified underwriting under a last survivor Contract, both
Insureds must meet the simplified underwriting standards.
3. For a last survivor Contract to be reinstated, both Insureds must be alive
on the date of reinstatement.
4. The Contract provisions regarding misstatement of age or sex, suicide and
incontestability apply to either Insured.
5. Additional tax disclosures applicable to last survivor Contracts are
provided in "Federal Tax Considerations," page __."
6. The Accelerated Death Benefit provision is only available upon terminal
illness of the last survivor.
7. The Confinement Waiver Benefit is available upon confinement of either
insured.
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.
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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.
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.
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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
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The Contract may not be assigned as collateral for a loan or other
obligation.
DIVIDENDS
No dividends will be paid under the Contracts.
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
The directors and executive officers of the Company are listed below,
together with information as to their ages, dates of election and principal
business occupations during the last five years (if other than their present
business occupations).
LOUIS G. LOWER, II, 50, Chief Executive Officer (1995)* and Chairman of the
Board (1992)*
He is also President and Chairman of the Board of Directors of Allstate
Life Insurance Company, Northbrook Life Insurance Company, Glenbrook Life
Insurance Company, The Northbrook Corporation and Allstate Life Insurance
Company of New York; Chairman of the Board of Directors and Chief Executive
Officer of Surety Life Insurance Company and Lincoln Benefit Life Company;
Chairman of the Board of Directors of Allstate Settlement Corporation; Director
and Senior Vice President of Allstate Insurance Company; Vice President of the
Allstate Foundation; and Director of Allstate Life Financial Services, Inc.,
Allstate Indemnity Company, Allstate Property and Casualty Insurance Company,
Deerbrook Insurance Company, Northbrook Indemnity Company, Northbrook National
Insurance Company, Northbrook Property and Casualty Insurance Company, Allstate
International, Inc. and Saison Life Insurance Company, Ltd. Prior to 1990, he
was Executive Vice President of Allstate Life Insurance Company. From 1992 to
1995, in addition to his position as Chairman of the Board, he was also
President of the Company.
MARLA G. FRIEDMAN, 42, President, Chief Operating Officer (1995)* and Director
(1992)*
She is also President and Director of Northbrook Life Insurance Company,
Vice President and Director of Allstate Life Insurance Company, Glenbrook Life
Insurance Company and The Northbrook Corporation; and Director of Allstate
Settlement Corporation and Allstate Life Financial Services, Inc. Prior to 1995,
she was Vice President and Director of Glenbrook Life and Annuity Company and
prior to 1992, she was Vice President and Director of Allstate Life Insurance
Company and Northbrook Life Insurance Company. Prior to 1995, she was also Vice
President of the Company.
MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1993)*
He is also Vice President, Secretary, General Counsel and Director of
Allstate Life Insurance Company, Northbrook Life Insurance Company, Glenbrook
Life Insurance Company and Allstate Life Insurance Company of New York;
Secretary and Director of Allstate Settlement Corporation, Allstate Life
Financial Services, Inc. and The Northbrook Corporation; and Director of Surety
Life Insurance Company and Lincoln Benefit Life Company. Prior to 1993, he was
Vice President and Assistant General Counsel of Allstate Insurance Company.
PETER H. HECKMAN, 50, Vice President and Director (1992)*
He is also Vice President and Director of Allstate Life Insurance
Company, Northbrook Life Insurance
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Company, Glenbrook Life Insurance Company, Allstate Settlement Corporation and
Allstate Life Insurance Company of New York; Vice President and Controller of
The Northbrook Corporation; and Director of Surety Life Insurance Company and
Lincoln Benefit Life Company. Prior to 1992, he was Vice President and Director
of Allstate Life Insurance Company, Northbrook Life Insurance Company, Glenbrook
Life Insurance Company and Allstate Life Insurance Company of New York.
G. CRAIG WHITEHEAD, 50, Senior Vice President (1992)* and Director (1995)*
He is also Assistant Vice President and Director of Glenbrook Life
Insurance Company and Assistant Vice President of Allstate Life Insurance
Company. Prior to 1992, he was an Assistant Vice President of Glenbrook Life
Insurance Company and Allstate Life Insurance Company and prior to 1991, he was
a director in the strategic planning area of Allstate Insurance Company.
BARRY S. PAUL, 40, Assistant Vice President and Controller (1992)*
He is also Assistant Vice President and Controller of Allstate Life
Insurance Company, Northbrook Life Insurance Company, Allstate Life Insurance
Company of New York and Glenbrook Life Insurance Company. Prior to 1991, he was
Assistant Vice President of Allstate Life Insurance Company, Northbrook Life
Insurance Company and Allstate Life Insurance Company of New York.
JAMES P. ZILS, 44, Treasurer (1995)*
He is also Treasurer of Allstate life Financial Services, Inc., Allstate
Settlement Corporation, Allstate Life Insurance Company, Allstate Life Insurance
Company of New York, Northbrook Life Insurance Company, Glenbrook Life Insurance
Company, The Northbrook Corporation. He is Treasurer and Vice President of AEI
Group, Inc., Allstate International Inc., Allstate Motor Club, Inc., Direct
Marketing Center, Inc., Enterprise Services Corporation, The Allstate
Foundation, Forestview Mortgage Insurance Company, Allstate Indemnity Company,
Allstate Property and Casualty, Deerbrook Insurance Company, First Assurance
Company, Northbrook Indemnity Company, Northbrook National Insurance Company,
Northbrook Property and Casualty Insurance Company. Prior to 1995 he was Vice
President of Allstate Life Insurance Company. Prior to 1993 he held various
management positions with Allstate.
CASEY J. SYLLA, 52, Chief Investment Officer (1995)*
He is also Director of Allstate Insurance Company, Allstate Indemnity
Company, Allstate Property and Casualty Insurance Company, Deerbrook Insurance
Company, First Assurance Company, Northbrook Indemnity Company, Northbrook Life
Insurance Company, Northbrook National Insurance Company, Northbrook Property
and Casualty Insurance Company. He is also Chief Investment Officer of Allstate
Settlement Corporation, The Northbrook Corporation, Allstate Insurance Company,
Allstate Indemnity Company, Allstate Property and Casualty, Deerbrook Insurance
Company, First Assurance Company, Northbrook Indemnity Company, Northbrook
National Insurance Company, Northbrook Property and Casualty Insurance Company.
Prior to 1995, he was Senior Vice President and Executive Officer of Investments
for Northwestern Mutual Life Insurance Company.
*Date elected/appointed to current office.
DISTRIBUTION OF THE CONTRACTS
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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 ____ 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.
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.
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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 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
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<PAGE>
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 matters relating to the federal securities laws. 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
32
<PAGE>
A registration statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does
not contain all information set forth in the registration statement, its
amendments and exhibits, to all of which reference is made for further
information concerning the Variable Account, the Funds, the Company, and the
Contracts.
EXPERTS
The financial statements and financial statement schedule of the
Company included in this Prospectus and elsewhere in the registration
statement have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report with respect thereto, and are included herein 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 herein should be considered as bearing only
on the ability of the Company to fulfill its obligations under the Contracts.
They do not relate to the investment performance of the Variable Account.
[FINANCIAL STATEMENTS TO BE SUPPLIED BY PRE-EFFECTIVE AMENDMENT]
33
<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 constant after tax 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 _________ 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 [.__%] 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 - _____,
_____, and ______, 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
34
<PAGE>
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.
35
<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: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
36
<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: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 D 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 ACCOUNT AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
37
<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: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 ACCOUNT AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
38
<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: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
39
<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: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
40
<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: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
41
<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: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
42
<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: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 D 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
43
<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: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
44
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE/ 55 FEMALE
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
45
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE / 55 FEMALE
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- -------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance
rates, administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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 VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE
VARIABLE SUBACCOUNTS IF THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE CONTRACT AVERAGED 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR THE
VARIABLE SUBACCOUNTS. 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.
46
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 55 MALE/55 FEMALE
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
47
<PAGE>
48
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
49
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
50
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM
ISSUE AGE 65 MALE/65 FEMALE
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%
<TABLE>
<CAPTION>
CURRENT CHARGES* GUARANTEED CHARGES**
PREMIUMS ---------------- --------------------
END OF ACCUMULATED CASH CASH
CONTRACT AT 5% INTEREST ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- -------- -------------- ------- --------- ------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
*These values reflect investment results using current cost of insurance rates,
administrative fees, and Mortality and Expense Risk rates.
**These 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 INVESTMENT 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 AVERAGED 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
VARIABLE SUBACCOUNTS AND THE RATES OF RETURN OF THE VARIABLE SUBACCOUNTS IF THE
ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE CONTRACT AVERAGED 12%, BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR THE VARIABLE SUBACCOUNTS. 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.
51
<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.
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.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following Papers and Documents:
The Facing Sheet.
The Cross Reference Sheet pursuant to Rule 481.
The Prospectus consisting of ___ 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) Michael J. Velotta, Esquire **
II-1
<PAGE>
(c) Deloitte & Touche, LLP **
(d) Diana Montigney, FSA. **
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) Principal Underwriting Agreement.**
(b) Selling Agreement.**
(c) See Exhibit 1(A)(3)(b).**
(4) Not Applicable.
(5) (a) Specimen Contract.
(b) Riders.**
(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company.**
(b) By-laws of Glenbrook Life and Annuity Company.*
(7) Not Applicable.
(8) Participation Agreements.**
(9) Not Applicable.
(10) Form of Application for Contract.**
B. Not Applicable.
C. Not Applicable.
2. Opinion of Counsel**
3. Financial Statements omitted from the prospectus pursuant to
instruction 1(b) or 1(c)
(1) Not Applicable
(2) Financial Statements pursuant to 1(c)**
4. Not Applicable
5. Financial Data Schedule**
6. Powers of Attorney
7. Consents
(1) Sutherland, Asbill & Brennan **
(2) Michael J. Velotta, Esquire **
(3) Deloitte & Touche, LLP **
(4) Diana Montigney, FSA **
8. Representations Pursuant to Rule 6e-3(T)
9. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(3)(iii)**
10. Actuarial Basis of Payment and Cash Value Adjustment pursuant to
Rule 6e-3(T)(b)(13)(vi)(B)**
11. Actuarial Opinion and Consent**
* Previously filed and incorporated by reference from Depositor's Form N-4
Registration Statement No. 33-62203 dated November 11, 1995.
** Exhibits to be filed by Pre-effective Amendment.
II-2
<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
Township of Northfield State of Illinois, on the 15th day of April, 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 and Vice President, Secretary and
Assistant General Counsel General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following Directors and
Officers of Glenbrook Life and Annuity Company on the 15th day of April , 1996.
*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- ---------------------- Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/s/ MICHAEL J. VELOTTA Vice President, Secretary, General
- ---------------------- Counsel and Director
Michael J. Velotta
*/MARLA G. FRIEDMAN President, Chief Operating Officer
- ---------------------- and Director
Marla G. Friedman
*/G. CRAIG WHITEHEAD Assistant Vice President and Director
- ----------------------
G. Craig Whitehead
*/PETER H. HECKMAN Vice President and Director
- ----------------------- (Principal Financial Officer)
Peter H. Heckman
*/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 Accounting Officer)
Barry S. Paul
*/ By Michael J. Velotta, pursuant to Power of Attorney filed herewith.
II-3
<PAGE>
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
GLENBROOK LIFE AND ANNUITY COMPANY
JANUARY 15, 1996
Pursuant to Section 10 of the Illinois Insurance Code and Article I,
Section 9 of the By-Laws of Glenbrook Life and Annuity Company, the undersigned
Directors of this Illinois Corporation hereby consent to the following action
being taken by and on behalf of Glenbrook Life and Annuity Company herein, ("the
Corporation"):
VARIABLE LIFE SEPARATE ACCOUNT A
RESOLVED, That the Corporation, pursuant to the provisions of Section
245.21 of the Illinois Insurance Code, hereby establishes a separate account
designated Glenbrook Life and Annuity Company Variable Life Separate Account A,
(hereafter "Separate Account A") for the following use and purposes, and subject
to such conditions as hereinafter set forth.
FURTHER RESOLVED, That Separate Account A shall be established for the
purpose of providing for the issuance by the Corporation of such variable life
or such other contracts ("Contracts") as the Chief Executive Officer or his
designated representative may designate for such purpose and shall constitute a
separate account into which are allocated amounts paid to or held by the
Corporation under such Contracts.
FURTHER RESOLVED, That the income, gains and losses, whether or not
realized, from assets allocated to Separate Account A shall, in accordance with
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of the Corporation.
FURTHER RESOLVED, That the fundamental investment policy of Separate
Account A shall be to invest or reinvest the assets of Separate Account A in
securities issued by investment companies registered under the Investment
Company Act of 1940, as amended, as the Investment Committee may designate
pursuant to the provisions of the Contracts.
FURTHER RESOLVED, That multiple investment divisions be, and hereby are,
established within Separate Account A to which net payments under the Contracts
will be allocated in accordance with instructions received from contractholders,
and that the Chief Executive Officer be, and hereby is, authorized to increase
or decrease the number of investment divisions in Separate Account A as deemed
necessary or appropriate.
<PAGE>
FURTHER RESOLVED, That each such investment division shall invest only in
the shares of a single mutual fund or a single mutual fund portfolio of an
investment Corporation organized as a series fund pursuant to the Investment
Company Act of 1940.
FURTHER RESOLVED, That the Chief Executive Officer, President and Treasurer
be, and they hereby are, authorized to deposit such amount in Separate Account A
or in each investment division thereof as may be necessary or appropriate to
facilitate the commencement of the Separate Account A's operations.
FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or
his designated representative be, and hereby is, authorized to change the
designation of Separate Account A to such other designation as the Chief
Executive Officer may deem necessary or appropriate.
FURTHER RESOLVED, That the appropriate officers of the Corporation, with
such assistance from the Corporation's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) register Separate Account A
as a unit investment trust under the Investment Company Act of 1940, as amended;
(b) register the Contracts in such amounts, which may be an indefinite amount,
as the officers of the Corporation shall from time to time deem appropriate
under the Securities Act of 1933; and (c) take all other actions which are
necessary in connection with the offering of said Contracts for sale and the
operation of Separate Account A in order to comply with Investment Company Act
of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933, and
other applicable federal laws, including the filing of any amendments to
registration statements, any undertakings, and any applications for exemptions
from the Investment Company Act of 1940 or other applicable federal laws as the
officers of the Corporation shall deem necessary or appropriate.
FURTHER RESOLVED, That the appropriate officers of the Corporation be, and
they hereby are, authorized on behalf of Separate Account A and on behalf of the
Corporation to take any and all action that they may deem necessary or advisable
in order to sell the Contracts, including any registrations, filings and
qualifications of the Corporation, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection therewith, to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which said officers or counsel of the Corporation may
deem necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations or
qualifications for as long as said officers or counsel deem them to be in the
best interests of Separate Account A and the Corporation.
FURTHER RESOLVED, That the General Counsel for the Corporation be, and
hereby is, authorized in the names and on behalf of Separate Account A and the
<PAGE>
Corporation to execute and file irrevocable written consents on the part of
Separate Account A and of the Corporation to be used in such states wherein such
consents to service of process may be requisite under the insurance or
securities laws therein in connection with said registration or qualification of
Contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of Separate Account A
and of the Corporation for the purpose of receiving and accepting process.
FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or
his designated representative be, and hereby is, authorized to establish
criteria by which the Corporation shall institute procedures to provide for a
pass-through of voting rights to the owners of such Contracts as required by the
applicable laws with respect to securities owned by Separate Account A.
FURTHER RESOLVED, That the Chief Executive Officer of the Corporation or
his designated representative is hereby authorized to execute such agreement or
agreements on such terms and subject to such modifications as deemed necessary
or appropriate (i) with a qualified entity that will be appointed principal
underwriter and distributor for the Contracts and (ii) with one or more
qualified banks or other qualified entities to provide administrative and/or
custodial services in connection with the establishment and maintenance of
Separate Account A and the design, issuance, and administration of the
Contracts.
FURTHER RESOLVED, That since it is expected that Separate Account A will
invest in the securities issued by one or more investment companies, the
appropriate officers of the Corporation are hereby authorized to execute
whatever agreement or agreements as may be necessary or appropriate to enable
such investments to be made.
FURTHER RESOLVED, That the appropriate officers of the Corporation, and
each of them, are hereby authorized to execute and deliver all such documents
and papers and to do or cause to be done all such acts and things as they may
deem necessary or desirable to carry out the foregoing resolutions and the
intent and purposes thereof.
-----------------------------------------------------------
<PAGE>
SIGNATURE PAGE FOR THE WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
GLENBROOK LIFE AND ANNUITY CORPORATION
EFFECTIVE JANUARY 15, 1996
It is expressly understood by the undersigned Directors of Glenbrook Life
and Annuity Corporation, that this Written Consent, when executed by all of the
Directors entitled to vote with respect to the subject matter contained in the
resolutions, shall and does have the same legal effect as a unanimous vote of
the Directors at a duly called, convened and held meeting of the Board of
Directors.
/s/ MARLA G. FRIEDMAN /s/ PETER H. HECKMAN
------------------------- -------------------------
Marla G. Friedman Peter H. Heckman
/s/ LOUIS G. LOWER, II /s/ MICHAEL J. VELOTTA
------------------------- -------------------------
Louis G. Lower, II Michael J. Velotta
/s/ G. CRAIG WHITEHEAD
-------------------------
G. Craig Whitehead
<PAGE>
MODIFIED SINGLE PREMIUM VARIABLE
LIFE INSURANCE CERTIFICATE
GLENBROOK LIFE AND ANNUITY COMPANY, A Stock Company, Home Office:
Allstate Plaza, Northbrook, Illinois 60062
(800) 755 - 5275
This Certificate is issued according to the terms of Master Policy Number
64900015 issued by Glenbrook Life and Annuity Company to Laughlin Direct
Advantage Agency, Inc. Laughlin Direct Advantage Agency, Inc. is called the
Master Policyholder. This Certificate is issued in the state of Delaware and is
governed by Delaware law.
Throughout this Certificate, "you" and "your" refer to the Certificate'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 Certificate provides a
death benefit payable to the beneficiary if the Insured dies while this
Certificate is In Force.
THE DEATH BENEFIT AND CASH VALUE PROVIDED BY THIS CERTIFICATE 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 Certificate and the Master Policy do not pay dividends.
PLEASE READ YOUR CERTIFICATE CAREFULLY.
THIS IS A LEGAL CONTRACT BETWEEN THE CERTIFICATE OWNER(S) AND GLENBROOK LIFE AND
ANNUITY COMPANY.
RETURN PRIVILEGE
If you are not satisfied with this Certificate 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 Certificate
Proceeds Payable at Death
Non-Participating
Page 1
<PAGE>
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TABLE OF CONTENTS
- -------------------------------------------------------------------------------
CERTIFICATE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE PERSONS INVOLVED . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
TABLE OF GUARANTEED VALUES . . . . . . . . . . . . . . . . . . . . . . . . 6
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CERTIFICATE VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
LOAN VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
WITHDRAWAL BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
PAYMENT OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
INCOME PAYMENT TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PAGE 2
<PAGE>
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THE PERSONS INVOLVED
- -------------------------------------------------------------------------------
WE, US, OUR Refers to Glenbrook Life and Annuity Company.
YOU, YOUR The owner(s) of this Certificate as shown in the Enrollment, unless
subsequently changed. The owner is the Insured unless otherwise stated. You
may exercise all rights stated in the Certificate, subject to the rights of any
irrevocable beneficiary.
BENEFICIARY The person to receive the Proceeds in the event of the Insured's
death.
INSURED The person whose life is insured under this Certificate as shown on
page 3.
- -------------------------------------------------------------------------------
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.
CERTIFICATE ANNIVERSARY The same day and month as your Certificate Date for
each subsequent year your Certificate remains In Force.
CERTIFICATE DATE The date from which Certificate anniversaries, Certificate
years, and Certificate months are determined. Coverage shall become effective
on the date the full Initial Premium has been paid when:
/ / the enrollment has been approved by us;
/ / the Certificate 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 Certificate.
INDEBTEDNESS All Certificate Loans, if any, and accrued loan interest.
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 Certificate 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 Certificate
when your Certificate is surrendered or when the Insured dies.
SPECIFIED AMOUNT The Specified Amount equals the Initial Death Benefit on the
Certificate 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 Certificate.
VARIABLE ACCOUNT The "Variable Account" for this Certificate is that shown on
page 3. This account is a separate investment account to which we allocate
assets contributed under this and certain other Certificates.
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.
Page 5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
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
</TABLE>
Page 6
<PAGE>
<TABLE>
<CAPTION>
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>
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GENERAL PROVISIONS
- -------------------------------------------------------------------------------
THE CERTIFICATE Your Certificate is issued in consideration of the enrollment
and the payment of the Initial Premium.
THE ENTIRE CONTRACT The entire contract consists of this Certificate, the
Master Policy, the Master Policy Application, any written enrollments, any
amendments, and riders.
A copy of the enrollment is attached. Any supplemental enrollments will also be
attached to and made a part of the Certificate. Any statements made in the
enrollment and any supplemental enrollments 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 Certificate nor defend against a claim under your Certificate
unless the statement is contained in the enrollment or any supplemental
enrollments.
Only our officers may change the Master Policy or Certificate or waive a right
or requirement. No agent or other person may do this.
The Master Policy may be amended by us, Terminated by us, or Terminated by the
Master Policyholder without the consent of any other person. No Termination
completed after the issue date of this Certificate will adversely affect your
rights under this Certificate.
We may not modify this Certificate without your consent, except to make it
comply with any changes in the Internal Revenue Code or as required by any other
applicable law.
SUICIDE EXCLUSION If the Insured dies by suicide while sane or self-destruction
while insane within two years from the Certificate 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 Certificate after it has been In Force
during the lifetime of the Insured for two years after the Certificate 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 Certificate as collateral or
security for a loan.
REINSTATEMENT Prior to the death of the Insured and if this Certificate has not
been surrendered for cash, this Certificate may be reinstated provided:
/ / you make your request within five years of the date the Certificate 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 Certificate In Force for three months after the date of
reinstatement.
The Specified Amount of the reinstated Certificate 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.
Page 8
<PAGE>
Withdrawal Charges will continue to be based on the original Certificate Date.
EXCHANGE OPTION If this Certificate is In Force, you may exchange it during the
first two years after the Certificate Date for a permanent life insurance
Certificate offered by us. We reserve the right to make available a permanent
life insurance Certificate offered by our parent Company or any affiliated
Company on the life of the Insured without evidence of insurability. The new
Certificate will be issued:
/ / with a net amount at risk equal to or less than the net amount at risk in
effect on the date of exchange;
/ / with premiums based on the same risk classification as this Certificate.
The net amount at risk is equal to the Specified Amount less the Account Value
of the Certificate on the date of exchange. This exchange is subject to
adjustments in premiums and Account Values to reflect any variances under this
Certificate and the new Certificate.
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 Certificate to the beneficiary or beneficiaries who are named
in the enrollment for this Certificate 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 Certificate.
If a primary or contingent beneficiary dies before the Insured, that
beneficiary's interest in this Certificate 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 Certificate 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 Certificate is intended to qualify for
treatment as a life insurance Certificate under the Internal Revenue Code as it
now exists or may later be amended. We reserve the right to amend this
Certificate 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
Certificates may also be made.
VARIABLE ACCOUNT The "Variable Account" for this Certificate 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 Certificates.
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 Certificates supported by that Variable Account.
The assets of the Variable Account will be valued at least as often as any
Certificate 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.
Page 9
<PAGE>
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.
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 Certificates, 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 Certificate will not share in our surplus distributions.
TERMINATION This Certificate will Terminate upon the earliest of the following
events:
/ / full surrender of the Certificate; or
/ / the end of the Grace Period; or
/ / the death of the Insured.
Page 10
<PAGE>
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CERTIFICATE VALUES
- -------------------------------------------------------------------------------
INITIAL PREMIUM PAYMENT The Initial Premium is due by the Certificate Date and
must be paid in advance. This Certificate 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 Certificate 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 Certificate 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 Certificate.
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
Certificate 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
Certificate. 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 Certificate year.
GRACE PERIOD This Certificate 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 Certificate, 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 Certificate will
Terminate.
TRANSFERS Upon request and as long as this Certificate is In Force, you may
transfer amounts among the Variable Sub-accounts. You may make 12 transfers
each Certificate year without charge. Subsequent transfers in any Certificate
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 Certificate.
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, Certificate 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 Certificate 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 Certificate 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
Certificate within nine years of the Certificate 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
Certificate Anniversary. A full Annual Maintenance Fee will be deducted if the
Certificate is Terminated on any day other the Certificate 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 Certificate. 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
Certificate 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
Certificate Date. The Initial Death Benefit for your Certificate 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.
Page 13
<PAGE>
DEATH BENEFIT The Death Benefit determined on the date of the Insured's death
is the greater of the Specified Amount or the Account Value multiplied by the
Death Benefit Ratio on page 6. We will pay the Death Benefit, less any
Indebtedness and less any due and unpaid Monthly Deduction Amounts occurring
during a Grace Period, if the Insured dies while this Certificate is In Force,
subject to the terms of this Certificate. 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 Certificate 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
- -------------------------------------------------------------------------------
CERTIFICATE LOAN At any time while this Certificate is In Force, you can borrow
up to the available Loan Value of your Certificate. 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 Certificate Anniversary, less any
Monthly Deduction Amounts due and any Annual Maintenance Fee due on or before
the next Certificate 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 Certificate is
the 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 Certificate 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
Certificate 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
Certificate 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 Certificate 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 Certificate will become overloaned when loans and loan interest
exceed the Cash Value. We will Terminate this Certificate when it becomes
overloaned. We will not Terminate a Certificate 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 Certificate 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 Certificate be sent in with your written request before making
a surrender payment. When you surrender your Certificate for its Cash Surrender
Value, your Certificate 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 Certificate 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
Certificate 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 Certificate 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 Certificate 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 Certificate 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 Certificate within seven days of receiving a written request for a
Transfer, Certificate 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
Certificate 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 Certificate 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 Certificate 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 51 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>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that James P. Zils, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of
substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
1-16-96
------------------------
Date
/s/ James P. Zils
-------------------------
James P. Zils
Treasurer
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Michael J. Velotta, whose signature
appears below, constitutes and appoints Louis G. Lower, II, his
attorney-in-fact, with power of substitution, and his in any and all
capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable
Life Separate Account A and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
1-12-96
------------------------
Date
/s/ Michael J. Velotta
-------------------------
Michael J. Velotta
Director, Vice President,
Secretary & General Counsel
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Marla G. Friedman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, her attorneys-in-fact, with power of
substitution, and her in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
1-15-96
------------------------
Date
/s/ Marla G. Friedman
-------------------------
Marla G. Friedman
Director,
President & Chief Operating Officer
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Louis G. Lower, II, whose signature
appears below, constitutes and appoints Michael J. Velotta, his
attorney-in-fact, with power of substitution, and his in any and all
capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable
Life Separate Account A and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
1-15-96
------------------------
Date
/s/ Louis G. Lower, II
-------------------------
Louis G. Lower, II
Chairman of the Board of Directors &
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Peter H. Heckman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of
substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
1-16-96
------------------------
Date
/s/ Peter H. Heckman
-------------------------
Peter H. Heckman
Director and Vice President
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Casey J. Sylla, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of
substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
1-16-96
------------------------
Date
/s/ Casey J. Sylla
-------------------------
Casey J. Sylla
Chief Investment Officer
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that Barry S. Paul, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of
substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
1-15-96
------------------------
Date
/s/ Barry S. Paul
-------------------------
Barry S. Paul
Assistant Vice President & Controller
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT A
Know all men by these presents that G. Craig Whitehead, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, and each of them, his attorneys-in-fact, with power of
substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities
Laws for the Glenbrook Life Variable Life Separate Account A and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
2-29-96
------------------------
Date
/s/ G. Craig Whitehead
-------------------------
G. Craig Whitehead
Director and Assistant Vice President
<PAGE>
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.
